<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
Universal Seismic Associates, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
913828 109
----------------------------------------
(CUSIP Number)
Paul E. McCollam
c/o Resource Investors Management Company
600 Travis, Suite 6875
Houston, Texas 77002
(713) 229-8800
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 30, 1996
----------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 913828109 PAGE 2 OF 20 PAGES
----------- ---- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Resource Investors Management Company Limited Partnership 06-114834
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,384,613 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,384,613 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,384,613 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.05%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 3 OF 20 PAGES
------------ ---- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIMCO Associates, Inc 06-114420
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,384,613 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,384,613 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,384,613 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.05%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 4 OF 20 PAGES
------------- --- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIMCO Partners, L.P. 06-120837
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Deleware
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
284,123 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
284,123 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
284,123 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.28%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 5 OF 20 PAGES
--- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIMCO Partners, L.P.II 06-126459
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 578,004 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
578,004 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
578,004 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.00%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 6 OF 20 PAGES
------------ ---- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIMCO Partners, L.P. III 06-129193
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 68,111 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
68,111 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,111 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.57%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 7 OF 20 PAGES
---- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIMCO Partners, L.P. IV 06-132748
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
454,375 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
454,375 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
454,375 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.66%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 8 OF 20 PAGES
-------------- --- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roy V. Hood
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,384,613 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,384,613 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,384,613 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.05%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 9 OF 20 PAGES
------------ --- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul E. McCollam
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,384,613 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,384,613 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,384,613 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.05%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 10
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 10 OF 20 PAGES
---- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen F. Oakes
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,384,613 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,384,613 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,384,613 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.05%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 11
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 11 OF 20 PAGES
----------- ---- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David R. Whitney
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,384,613 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,384,613
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,384,613 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.05%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 12
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 12 OF 20 PAGES
------------- ---- ----
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John B. Parsons
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,384,613 shares
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,384,613 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,384,613 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.05%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 13
Page 13 of 21 Pages
This Amendment No. 2 on Schedule 13D/A ("Amendment No. 2") to the Statement
on Schedule 13D (as amended by Amendment No. 1 on Schedule 13D/A ("Amendment
No. 1")) is filed on behalf of each of RIMCO Partners, L.P., RIMCO Partners,
L.P. II, RIMCO Partners, L.P. III, RIMCO Partners, L.P. IV, Resource
Investors Management Company Limited Partnership, RIMCO Associates, Inc., Roy
V. Hood, Paul E. McCollam, Stephen F. Oakes, David R. Whitney and John B.
Parsons (the "Reporting Persons").
This Amendment No. 2 is filed to reflect the conversion by Universal Seismic
Associates, Inc. (the "Company") of all of the outstanding principal amount of
the 5% Convertible Notes (the "Convertible Notes") issued by the Company to the
Reporting Persons and the exchange of the 10% Senior Secured Exchangeable
General Obligation Notes ("Exchangeable Notes") issued by UNEXCO, Inc., a
wholly owned subsidiary of the Company to the Reporting Persons. The aggregate
number of shares of the Company's common stock, par value $.0001 per share (the
"Common Stock") deemed to be beneficially owned by the Reporting Persons was
not materially changed as a result of such conversion and exchange.
Unless otherwise indicated, each capitalized term used but not otherwise
defined herein shall have the meaning assigned to such term in the Schedule
13D, as amended ("Schedule 13D").
Item 1. Security and Issuer: No change.
Item 2. Identity and Background: No change.
Item 3. Source and Amount of Funds or Other Consideration
The third paragraph and subsequent table of Item 3 are hereby deleted in
their entirety and replaced with the following:
On January 19, 1996, the Limited Partnerships purchased $500,000 of
Convertible Notes. The Convertible Notes were in substantially the form filed
as Exhibit C to the Schedule 13D and incorporated herein by reference. The
Convertible Notes include a provision for the Company, at its option, in the
event that the Common Stock should trade at 150% of the conversion price for a
period of 20 consecutive trading days, to convert all (but not less than all)
of the outstanding Convertible Notes, plus accrued and unpaid interest due
thereon to the effective date of such conversion into fully paid and
non-assessable shares of Common Stock at the conversion price then in effect.
On August 14, 1996, pursuant to the terms of the Convertible Notes, the
Company exercised its option to so convert all of the Convertible Notes at a
conversion price of $3.45 per share. The following table sets forth the
principal amount of the Convertible Notes and the number of shares received
pursuant to the conversion of the Convertible Notes by the Company on August
14, 1996.
PURCHASER NOTE PURCHASE AMOUNT SHARES RECEIVED
- --------- -------------------- ---------------
RIMCO I $175,000 50,823 (1)
RIMCO II 175,000 50,823 (1)
RIMCO III 20,000 5,808 (2)
RIMCO IV 130,000 37,754 (3)
-------- -------
$500,000 145,208
- ---------------------
(1) Includes 50,725 shares of Common Stock in payment of principal
and 98 shares of Common Stock in payment of accrued and unpaid
interest on such note through the date of conversion.
(2) Includes 5,797 shares of Common Stock in payment of principal and
11 shares of Common Stock in payment of accrued and unpaid interest
on such note through the date of conversion.
(3) Includes 37,681 shares of Common Stock in payment of principal and
73 shares of Common Stock in payment of accrued and unpaid interest
on such note through the date of conversion.
<PAGE> 14
Page 14 of 21 Pages
The fifth paragraph and subsequent table are hereby deleted in their
entirety and replaced with the following:
RIMCO II, RIMCO III and RIMCO IV entered into an agreement on January 19,
1996, amended as of May 28, 1996, with UNEXCO, Inc., a Delaware corporation and
wholly owned subsidiary of the Company, to acquire up to $3,000,000 of the
Exchangeable Notes, the form of which was filed as Exhibit F to Amendment No. 1
to the Schedule 13D and is incorporated herein by reference. The Guaranty and
Exchange Agreement (filed as Exhibit G to Amendment No. 1 to the Schedule 13D
and incorporated herein by reference), as amended by the First Amendment to the
Guaranty and Exchange Agreement (filed as Exhibit G-1 to Amendment No. 1 to the
Schedule 13D and incorporated herein by reference), includes a provision for
the Company, at its option, in the event that the Common Stock should trade at
150% of the exchange price for a period of 20 consecutive trading days, to
exchange all (but not less than all) outstanding Exchangeable Notes, plus
accrued and unpaid interest due thereon to the effective date of such exchange,
for fully paid and non-assessable shares of Common Stock at the exchange price
then in effect. On September 30, 1996, pursuant to the Guaranty and Exchange
Agreement, the Company exercised its option to so exchange the Exchangeable
Notes at an exchange price of $3.77. The following table sets forth the
principal amount of the Exchangeable Notes and the number of shares exchanged
therefor:
PURCHASER EXCHANGEABLE NOTE PURCHASE AMOUNT SHARES RECEIVED
--------- --------------------------------- ----------------
RIMCO II $1,650,000 437,665
RIMCO III 210,000 55,703
RIMCO IV 1,140,000 302,387
---------- -------
$3,000,000 795,755
Item 4. Purpose of Transaction
Item 4 is hereby supplemented by the following:
On August 14, 1996, pursuant to the terms of the Convertible Notes, the
Company exercised its option to convert all of the Convertible Notes; and on
September 30, 1996, pursuant to the Guaranty and Exchange Agreement, the
Company exercised its options to exchange the Exchangeable Notes.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby deleted in its entirety and replaced with the following:
(a)-(b)
<TABLE>
<CAPTION>
Number of
Shares Shared Shared Sole Sole
Beneficially Voting Investment Voting Investment
Name Owned* Power* Power* Power* Power* Percent*
- ------------ ----------- ------ --------- ------ ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Associates 1,384,613 1,384,613 1,384,613 0 0 25.05%
RIMCO 1,384,613 1,384,613 1,384,613 0 0 25.05%
RIMCO I 284,123 284,123 284,123 0 0 6.28%
RIMCO II 578,004 578,004 578,004 0 0 12.00%
RIMCO III 68,111 68,111 68,111 0 0 1.57%
RIMCO IV 454,375 454,375 454,375 0 0 9.66%
Roy V. Hood 1,384,613 1,384,613 1,384,613 0 0 25.05%
</TABLE>
<PAGE> 15
Page 15 of 21 Pages
<TABLE>
<CAPTION>
Number of
Shares Shared Shared Sole Sole
Beneficially Voting Investment Voting Investment
Name Owned * Power* Power* Power* Power* Percent*
---- ------- ------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C>
Paul E. McCollam 1,384,613 1,384,613 1,384,613 0 0 25.05%
David R. Whitney 1,384,613 1,384,613 1,384,613 0 0 25.05%
John B. Parsons 1,384,613 1,384,613 1,384,613 0 0 25.05%
Stephen F. Oakes 1,384,613 1,384,613 1,384,613 0 0 25.05%
</TABLE>
- --------
* As of September 30, 1996
.
(c) No transactions by any of the reporting persons other than those
transactions identified in Item 3 have taken place in the last 60 days.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
Item 6 is hereby deleted in its entirety and amended to read as follows:
RIMCO is the managing general partner of RIMCO I, RIMCO II, RIMCO III and
RIMCO IV, which own Warrants (and, in the case of RIMCO I, RIMCO II and RIMCO
IV, New Warrants) to purchase an aggregate of 233,300, 89,516, 6,600 and
114,234 shares of Common Stock, respectively. RIMCO has a profits interest in
the portfolio securities held by RIMCO I, RIMCO II, RIMCO III and RIMCO IV.
Associates is the managing general partner of RIMCO, which is the
managing general partner of RIMCO I, RIMCO II, RIMCO III and RIMCO IV.
Associates has a profits interest in RIMCO, which, as indicated above, has a
profits interest in the portfolio securities held by RIMCO I, RIMCO II, RIMCO
III and RIMCO IV.
Roy V. Hood, Paul E. McCollam, David R. Whitney and Stephen F. Oakes are
managing directors of RIMCO. Each of Roy V. Hood, Paul E. McCollam, David R.
Whitney and John B. Parsons is a shareholder of Associates. Mr. Hood is a
shareholder and President and a director of Associates. Mr. McCollam is a
shareholder and Vice President, Secretary and Treasurer and a director of
Associates. Mr. Whitney is a shareholder and a Vice President and a director
of Associates. Mr. Parsons is a shareholder and a director of Associates.
RIMCO I is a Delaware limited partnership engaged in the business of
making investments in the energy sector of the natural resource industry.
RIMCO I is the record owner of a Warrant to purchase 57,750 shares of Common
Stock and a New Warrant to purchase 175,550 shares of Common Stock. RIMCO I is
also the record owner, following the conversion of the Convertible Notes on
August 14, 1996, of 50,823 shares of Common Stock of the Company. RIMCO I has
a combined interest in 284,123 shares of Common Stock or 6.28% of the
outstanding Common Stock as of September 30, 1996.
RIMCO II is a Delaware limited partnership engaged in the business of
making investments in the energy sector of the natural resource industry.
RIMCO II is the record owner of a Warrant to purchase 57,750 shares of Common
Stock and a New Warrant to purchase 31,766 shares of Common Stock. RIMCO II is
also the record owner, following the conversion of the Convertible Notes on
August 14, 1996, and the exchange of the Exchangeable Notes on September 30,
1996, of 488,488 shares of Common Stock of the Company. RIMCO II has a combined
interest in 578,004 shares of Common Stock or 12.00% of the outstanding Common
Stock as of September 30, 1996.
RIMCO III is a Delaware limited partnership engaged in the business of
making investments in the energy sector of the natural resource industry.
RIMCO III is the record owner of a Warrant to purchase 6,600 shares of
<PAGE> 16
Page 16 of 21 Pages
Common Stock. RIMCO III is also the record owner, following the conversion of
the Convertible Notes on August 14, 1996, and the exchange of the Exchangeable
Notes on September 30, 1996, of 61,511 shares of Common Stock of the Company.
RIMCO III has a combined interest in 68,111 shares of Common Stock or 1.57% of
the outstanding Common Stock as of September 30, 1996.
RIMCO IV is a Delaware limited partnership engaged in the business of
making investments in the energy sector of the natural resource industry.
RIMCO IV is the record owner of a Warrant to purchase 42,900 shares of Common
Stock and a New Warrant to purchase 71,334 shares of Common Stock. RIMCO IV
is also the record owner, following the conversion of the Convertible Notes on
August 14, 1996, and the exchange of the Exchangeable Notes on September 30,
1996, of 340,141 shares of Common Stock of the Company. RIMCO IV has a
combined interest in 454,375 shares of Common Stock or 9.66% of the outstanding
Common Stock as of September 30, 1996.
Under a Stock Ownership and Registration Rights Agreement entered into as
of January 19, 1996 and filed as Exhibit D to the Schedule 13D and incorporated
herein by reference, amended by the First Amendment to Stock Ownership and
Registration Rights Agreement, filed as Exhibit D-1 to Amendment No. 1 to the
Schedule 13D and incorporated herein by reference, the Company has granted the
Limited Partnerships certain demand and "piggy back" registration rights,
commencing one year from January 19, 1996, to register any offer of Common
Stock held by the Limited Partnerships, as well as securities (if any) issued
with respect thereto, under the Securities Act of 1933. The Stock Ownership
and Registration Rights Agreement, as amended, provides for indemnification of
the Limited Partnerships by the Company and indemnification of the Company by
the Limited Partnerships under certain circumstances related to such
registration rights.
The exercise price and number of shares of Common Stock issuable upon
exercise of the Warrants and the New Warrants is subject to adjustment upon
certain events such as a reverse stock split or reclassification, merger of the
Company or issuances of Common Stock at a price less than the exercise price.
Item 7. Material to be Filed as Exhibits.
--------------------------------
<TABLE>
<S> <C>
Page
A. Agreement for Joint Filing on Behalf of Each Reporting Person. . . . . . . . . . 20
B. Warrant Agreement, including form of Warrant (filed as Exhibit B
to the Schedule 13D and incorporated herein by reference). . . . . . . . . . . .
C. Form of Convertible Note (filed as Exhibit C to the
Schedule 13D and incorporated herein by reference) . . . . . . . . . . . . . . .
D. Stock Ownership and Registration Rights Agreement among the
the Company, UNEXCO, Inc., a wholly owned subsidiary of
Company, and the Limited Partnerships (filed as Exhibit D
to the Schedule 13D and incorporated herein by reference). . . . . . . . . . . .
D-1 First Amendment to Stock Ownership and Registration Rights Agreement
among the Company, UNEXCO, Inc., a wholly owned subsidiary of
Company, and the Limited Partnerships (filed as Exhibit D-1
to Amendment No. 1 to the Schedule 13D and incorporated
herein by reference) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
<PAGE> 17
Page 17 of 21 Pages
<TABLE>
<S> <C>
Page
E. New Warrant Agreement, including form of New Warrant
(filed as Exhibit E to Amendment No. 1 to the Schedule 13D
and incorporated herein by reference) . . . . . . . . . . . . . .
F. Form of Exchangeable Note (filed as Exhibit F
to Amendment No. 1 to the Schedule 13D and incorporated
herein by reference) . . . . . . . . . . . . . . . . . . . . . . .
G. Guaranty and Exchange Agreement (filed as Exhibit G
to Amendment No. 1 to the Schedule 13D and incorporated
herein by reference) . . . . . . . . . . . . . . . . . . . . . . .
G-1. First Amendment to Guaranty and Exchange Agreement
(filed as Exhibit G-1 to Amendment No. 1 to the Schedule 13D
and incorporated herein by reference) . . . . . . . . . . . . . .
H. Powers of Attorney . . . . . . . . . . . . . . . . . . . . . . . . 22
</TABLE>
<PAGE> 18
Page 18 of 21 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
each of the following reporting persons, each reporting person certifies that
the information set forth in this statement is true, complete and correct.
Date: October 31, 1996
Signature: Resource Investors Management Company Limited
Partnership
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
---------------------------------------------
Name: Roy V. Hood
Title: President
Date: October 31, 1996
Signature: RIMCO Associates, Inc.
By: /s/ Roy V. Hood
---------------------------------------------
Name: Roy V. Hood
Title: President
Date: October 31, 1996
Signature: RIMCO Partners, L.P.
By: Resource Investors Management Company Limited
Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
---------------------------------------------
Name: Roy V. Hood
Title: President
Date: October 31, 1996
Signature: RIMCO Partners, L.P. II
By: Resource Investors Management Company Limited
Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
---------------------------------------------
Name: Roy V. Hood
Title: President
<PAGE> 19
Page 19 of 21 Pages
Date: October 31, 1996
Signature: RIMCO Partners, L.P. III
By: Resource Investors Management Company Limited
Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
---------------------------------------------
Name: Roy V. Hood
Title: President
Date: October 31, 1996
Signature: RIMCO Partners, L.P. IV
By: Resource Investors Management Company Limited
Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
---------------------------------------------
Name: Roy V. Hood
Title: President
Date: October 31, 1996
Signature: /s/ Roy V. Hood
---------------------------------------------
Roy V. Hood
Date: October 31, 1996
Signature: /s/ Paul E. McCollam *
---------------------------------------------
Paul E. McCollam
Date: October 31, 1996
Signature: /s/ David R. Whitney *
---------------------------------------------
David R. Whitney
Date: October 31, 1996
Signature: /s/ Stephen F. Oakes *
---------------------------------------------
Stephen F. Oakes
Date: October 31, 1996
Signature: /s/ John B. Parsons *
---------------------------------------------
John B. Parsons
* By Roy V. Hood
Attorney-in-Fact
<PAGE> 20
Page 20 of 21 Pages
Exhibit A
AGREEMENT
Pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934, each
of the undersigned hereby agrees to the filing of this Statement on Schedule
13D/A on its behalf. This agreement may be signed in one or more counterparts.
Resource Investors Management Company Limited
Partnership
By: RIMCO Associates, Inc.,
Its General Partner
Date: October 31, 1996 By: /s/ Roy V. Hood
---------------------------------------------
Name: Roy V. Hood
Title: President
RIMCO Associates, Inc.
Date: October 31, 1996 By: /s/ Roy V. Hood
---------------------------------------------
Name: Roy V. Hood
Title: President
RIMCO Partners, L.P.
By: Resource Investors Management Company Limited
Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
Date: October 31, 1996 By: /s/ Roy V. Hood
---------------------------------------------
Name: Roy V. Hood
Title: President
RIMCO Partners, L.P. II
By: Resource Investors Management Company Limited
Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
Date: October 31, 1996 By: /s/ Roy V. Hood
---------------------------------------------
Name: Roy V. Hood
Title: President
<PAGE> 21
Page 21 of 21 Pages
RIMCO Partners, L.P. III
By: Resource Investors Management Company Limited
Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
Date: October 31, 1996 By: /s/ Roy V. Hood
---------------------------------------------
Name: Roy V. Hood
Title: President
RIMCO Partners, L.P. IV
By: Resource Investors Management Company Limited
Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
Date: October 31, 1996 By: /s/ Roy V. Hood
---------------------------------------------
Name: Roy V. Hood
Title: President
Date: October 31, 1996 /s/ Roy V. Hood
---------------------------------------------
Roy V. Hood
Date: October 31, 1996 /s/ Paul E. McCollam *
---------------------------------------------
Paul E. McCollam
Date: October 31, 1996 /s/ David R. Whitney *
---------------------------------------------
David R. Whitney
Date: October 31, 1996 /s/ Stephen F. Oakes *
---------------------------------------------
Stephen F. Oakes
Date: October 31, 1996 /s/ John B. Parsons *
---------------------------------------------
John B. Parsons
* Roy V. Hood
Attorney-in-Fact
<PAGE> 22
EXHIBIT H
<PAGE> 23
POWER OF ATTORNEY
For Executing Schedules 13D and 13G
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Roy V. Hood and David R. Whitney, signing single, his/her
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Schedules 13D and
13G (and any amendment thereto) in accordance with Section 13 of
the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Schedules 13D and 13G and the timely filing
of such form with the United States Securities and Exchange
Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in his/her sole discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and power herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibility to comply
with Section 13 of the Securities Exchange Act of 1934 and the rules
thereunder.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 31st day of May, 1996.
/s/ Paul E. McCollam
------------------------------------------
Signature
Paul E. McCollam
<PAGE> 24
POWER OF ATTORNEY
For Executing Schedules 13D and 13G
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Roy V. Hood, Paul E. McCollam and David R. Whitney, signing
single, his/her true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Schedules 13D and
13G (and any amendment thereto) in accordance with Section 13 of
the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Schedules 13D and 13G and the timely filing
of such form with the United States Securities and Exchange
Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in his/her sole discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and power herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibility to comply
with Section 13 of the Securities Exchange Act of 1934 and the rules
thereunder.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 1st day of June, 1996.
/s/ John B. Parsons
------------------------------------------
Signature
John B. Parsons
<PAGE> 25
POWER OF ATTORNEY
For Executing Schedules 13D and 13G
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Roy V. Hood and David R. Whitney, signing single, his/her
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Schedules 13D and
13G (and any amendment thereto) in accordance with Section 13 of
the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Schedules 13D and 13G and the timely filing
of such form with the United States Securities and Exchange
Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in his/her sole discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and power herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibility to comply
with Section 13 of the Securities Exchange Act of 1934 and the rules
thereunder.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 19th day of September, 1996.
/s/ Stephen F. Oakes
------------------------------------------
Signature
Stephen F. Oakes
<PAGE> 26
POWER OF ATTORNEY
For Executing Schedules 13D and 13G
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Paul E. McCollam and David R. Whitney, signing single, his/her
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Schedules 13D and
13G (and any amendment thereto) in accordance with Section 13 of
the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Schedules 13D and 13G and the timely filing
of such form with the United States Securities and Exchange
Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in his/her sole discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and power herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibility to comply
with Section 13 of the Securities Exchange Act of 1934 and the rules
thereunder.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 19th day of September, 1996.
/s/ Roy V. Hood
------------------------------------------
Signature
Roy V. Hood
<PAGE> 27
POWER OF ATTORNEY
For Executing Schedules 13D and 13G
Know all by these presents, that the undersigned hereby constitutes and
appoints each of Paul E. McCollam and Roy V. Hood, signing single, his/her
true and lawful attorney-in-fact to:
(1) execute for and on behalf of the undersigned Schedules 13D and
13G (and any amendment thereto) in accordance with Section 13 of
the Securities Exchange Act of 1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Schedules 13D and 13G and the timely filing
of such form with the United States Securities and Exchange
Commission and any other authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required
by, the undersigned, it being understood that the documents
executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact
may approve in his/her sole discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the rights
and power herein granted, as fully to all intents and purposes as such
attorney-in-fact might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or his/her substitute or substitutes, shall lawfully do or
cause to be done by virtue of this power of attorney and the rights and powers
herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibility to comply
with Section 13 of the Securities Exchange Act of 1934 and the rules
thereunder.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 18th day of September, 1996.
/s/ David R. Whitney
------------------------------------------
Signature
David R. Whitney
