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Universal Seismic
Associates, Inc.
Dear Shareholder:
We are writing this letter to you as a result of the unfortunate attempt by a
small group of shareholders calling itself the "Stockholders' Protective
Committee" to seize control of your company. They are asking for your vote to
replace the current Board of Directors with their nominees. Their campaign is
costing your company a significant amount of money and causing your management
team to spend a great deal of time protecting your interests against this group.
WHO CAN YOU TRUST?
In deciding who should run your company, probably the most important question
you should ask is "Who is looking out for the best interest of all
stockholders?"
Your management and Board of Directors believe that the opposition group's
motives for seeking your support are self serving. If the acquisition of
Suelopetrol, a Venezuelan company, had gone through, members of the opposition
group would have profited by obtaining 200,000 shares of the combined companies
and reimbursement of expenses of $60,000. This leads to the question "Who really
would benefit from the acquisition? Them, or you, the stockholder?"
We are also concerned with the credibility of the opposition group. One of its
principal members, Mr. Kanarellis, gave management of your company verbal
assurances that he would not purchase shares of your company while he was
intimately involved in the negotiations with Suelopetrol and was privy to
sensitive non-public information. Yet as disclosed by their proxy material he
purchased 115,900 shares during this time. Is this the type of behavior that
should be exhibited by a person entrusted with managing your company?
DON'T JUST TAKE OUR WORD FOR IT?
RIMCO Associates, the Company's largest creditor (and largest stockholder) has
indicated that it is fully supportive of the current management team, and in
particular, the decision not to consummate the transaction with Suelopetrol. To
illustrate its commitment and confidence in the future of the Company, RIMCO has
provided an additional $3.0 million to the Company to support the encouraging
growth of the Company's UNEXCO subsidiary, RIMCO has expressed its intention to
vote in favor of the current Board nominees (as set forth in the Company's Proxy
Statement).
RIMCO and the members of your current management team all share a common
interest - to see Universal Seismic Associates' stock price go up.
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We are asking you to sign, date and return the WHITE proxy card and GREEN
revocation of consent card today. Please do not return any blue or gold cards
sent to you by the opposition group. However, if you have already done so, you
can still support your Board's nominees by signing and dating the enclosed WHITE
and GREEN cards. Only your latest dated card counts.
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<PAGE>
As they implement their strategic plan, your Board of Directors will always
place your interests as shareholders first.
Can the same be said of the opposition group?
LET'S LOOK AT THE FACTS
The material sent out by the opposition group makes some points that may sound
valid, but do not, in the opinion of your management team, reflect reality.
o The opposition group claims o THE FACT IS: The Company
that the Company's failure entered into the agreement
to consummate the proposed with Suelopetrol after an
merger with a Venezuelan initial evaluation based on
company, Suelopetrol, has incomplete information.
jeopardized the Company's However, after an 88 day due
future viability diligence evaluation, it was
very apparent to all of the
members of the Board and the
Company's legal, accounting
and investment banking
advisors, that the
acquisition of Suelopetrol,
as originally structured,
was grossly unfair to the
Company's shareholders and
would have damaged the
Company's financial
strength.
o The opposition group wants o THE FACT IS: The Company
you to believe that the tried to renegotiate, but
Company was responsible for Suelopetrol refused to do
the termination of the so. Your management team and
Suelopetrol merger Board of Directors will
consider another transaction
with Suelopetrol or others,
but not one that is
disadvantageous to the
Company and its
shareholders.
o The opposition group has o THE FACT IS: Your management
painted a picture of of your team and Board of Directors
company as one with a have undertaken a complete
deteriorating financial review of the domestic
performance operations and have taken
decisive steps to improve
your company's profitability
and financial strength. The
Company's exploration and
production subsidiary,
UNEXCO, has over thirteen
promising oil and gas
prospects which have the
potential for significant
enhancement of shareholder
value. The Company has had a
very good October and
anticipates significantly
improved results from its
data acquisition activities
for its second quarter,
ended December 31, 1996.
<PAGE>
Please support your current Board of Directors by signing, dating and returning
the WHITE PROXY CARD and GREEN REVOCATION OF CONSENT CARD in the enclosed
postage-paid envelope. It is important that you sign exactly as your name
appears on the cards. If your shares are owned by more than one person, please
have all holders sign.
Please do not return any card sent to you by the opposition group, even to vote
against them. To ensure your vote for your Board of Directors, return only the
WHITE PROXY CARD and GREEN REVOCATION OF CONSENT CARD
X IF YOUR SHARES ARE HELD THROUGH A BROKERAGE FIRM, your broker cannot vote
your shares unless he receives your specific instructions. Please sign,
date and return the WHITE PROXY and GREEN REVOCATION OF CONSENT CARD in the
envelope provided by your broker.
X IF YOU ARE SIGNING AS A CUSTODIAN, TRUSTEE, PARTNER, OFFICER, EXECUTOR OR
ATTORNEY, please write in such title next to your signature.
X IF YOU HAVE ALREADY SENT BACK THE OPPOSITION GROUP'S PROXY CARD OR CONSENT
CARD, you can still change your vote by returning a WHITE PROXY CARD and
GREEN REVOCATION OF CONSENT CARD and dating it later than the card
originally sent. Only your latest dated card counts.
Please vote today. It is important that you vote, no matter how many or how few
shares you own.
If you have any questions about how to vote your shares, please call our proxy
solicitor:
CORPORATE INVESTOR COMMUNICATIONS, INC.
toll free: (800) 346-7885
or call collect: (201) 896-1900
Thank you for your support,
/s/ Michael J. Pawelek
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Michael J. Pawelek
Chief Executive Officer
<PAGE>
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IMPORTANT
Your vote is important. No matter how many or how few shares of Universal
Seismic Associates you own, please vote FOR the Board's nominees by signing,
dating and mailing the enclosed WHITE PROXY CARD and GREEN REVOCATION OF CONSENT
CARD.
If you have already returned an opposition proxy card , you have every right to
change your vote by signing and returning the enclosed WHITE PROXY CARD and
GREEN REVOCATION OF CONSENT CARD. Only your latest dated, properly executed card
will count.
If you own your shares in the name of a brokerage firm, your broker cannot vote
such Shares unless he receives your specific instructions. Please sign, date and
return the enclosed WHITE PROXY CARD and GREEN REVOCATION OF CONSENT CARD in the
postage-paid envelope that has been provided.
If you have any questions as to how to vote your shares , please call our proxy
solicitor:
Corporate Investor Communications. Inc.
111 Commerce Drive
Carlstadt, NJ 07072
Toll free: 1-800-346-7885
Call collect: 1-201-896-1900
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