SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
GRANT GEOPHYSICAL, INC.
(Name of Issuer)
$2.4375 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK, $.01 PER SHARE
(Title of Class of Securities)
388085201
(CUSIP Number)
Richard J. Schulman, Esq.
Sills Cummis Zuckerman Radin Tischman Epstein & Gross, P.A.
One Riverfront Plaza
Newark, New Jersey 07102
TEL: (201) 643-7000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 2, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box <square>.
<PAGE>
<TABLE>
<CAPTION>
CUSIP NO. 388085201 13D PAGE 2 of 5 PAGES
(1) NAMES OF REPORTING PERSONS.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Yakil Polak
###-##-####
<S> <C> <C>
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) square
(b) square
(3) SEC USE ONLY
(4) SOURCE OF FUNDS
PF
(5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED <square>
PURSUANT TO ITEMS 2(d) or 2(e)
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
</TABLE>
<TABLE>
<CAPTION>
(7) SOLE VOTING POWER
NUMBER OF
SHARES 53,100
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
<S> <C> <C>
(8) SHARED VOTING POWER
-0-
(9) SOLE DISPOSITIVE POWER
53,100
(10) SHARED DISPOSITIVE POWER
-0-
</TABLE>
<TABLE>
<CAPTION>
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,100
<S> <C>
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES <square>
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
(14) TYPE OF REPORTING PERSON
IN
</TABLE>
<PAGE>
This Amendment is filed on behalf of Yakil Polak and amends and
supplements the initial Schedule 13D dated December 26, 1996, as amended by
Amendment No. 1 dated July 1, 1997.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This item is supplemented as follows:
This item is not applicable to the sale of securities described in Item 5
below.
Item 4. PURPOSE OF TRANSACTION.
This item is supplemented as follows:
This item is not applicable to the sale of securities described in Item 5
below.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
This item is supplemented as follows:
(a) After giving effect to the transaction described below, Mr.
Polak beneficially owned 53,100 shares of $2.4375 Convertible Exchangeable
Preferred Stock, par value $.01 per share (the "Preferred Stock") of Grant
Geophysical, Inc., a Delaware corporation (the "Company"), all of which he held
directly, representing 2.3% of the Company's outstanding shares of Preferred
Stock.
(b) Mr. Polak has the sole power to vote and sole power to dispose
of all such shares of Preferred Stock.
(c) The following is a description of the transaction in Preferred
Stock Mr. Polak has effected since his most recent filing of Schedule 13D on
July 1, 1997:
Page 3 of 5
Date of Number of Price Per Where and How
SALE SHARES SHARE TRANSACTION WAS EFFECTED
July 2, 1997 91,500 $3.422 open market through broker
(d) No other person is known by the reporting person to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the securities described in this Item 5.
(e) The reporting person ceased to be the beneficial owner of more
than five percent of the Preferred Stock on July 2, 1997.
Page 4 of 5
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: July 3, 1997
Signature: /S/ YAKIL POLAK
---------------------------
Yakil Polak
Page 5 of 5
