SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NAME OF ISSUER: Universal Seismic Associates, Inc.
TITLE OF CLASS OF SECURITIES: Common Stock, par value
$.0001 per share.
CUSIP NUMBER: 91382810
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS:
Michael T. Kanarellis
c/o Technoflex, Inc.
10000 Memorial, Suite 250
Houston, Texas 77024
Tel: (713) 956-8844
Fax: (713) 956-9898
DATE OF EVENT WHICH REQUIRES FILING: November 11, 1996
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: ______
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>
CUSIP NO.: 91382810
1. NAME OF REPORTING PERSON: Michael T. Kanarellis
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) X (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No X
6. CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES
7. SOLE VOTING POWER: 215,900
8. SHARED VOTING POWER: 0
9. SOLE DISPOSITIVE POWER: 215,900
10. SHARED DISPOSITIVE POWER: 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 215,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes No X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
4.25%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NAME OF ISSUER: Universal Seismic Associates, Inc.
TITLE OF CLASS OF SECURITIES: Common Stock, par value
$.0001 per share.
CUSIP NUMBER: 91382810
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS:
Robert J. Kecseg
c/o First Research Financial, Inc.
6210 Beltline Road, Suite 155
Irving, Texas 75063
Tel: (214) 714-9380
Fax: (214) 714-9383
DATE OF EVENT WHICH REQUIRES FILING: November 11, 1996
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject
of this 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box: ______
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>
CUSIP NO.: 91382810
1. NAME OF REPORTING PERSON: Robert J. Kecseg
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) X (b)
3. SEC USE ONLY
4. SOURCE OF FUNDS: PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):
Yes No X
6. CITIZENSHIP OR PLACE OF ORGANIZATION: UNITED STATES
7. SOLE VOTING POWER: 37,300
8. SHARED VOTING POWER: 9,800
9. SOLE DISPOSITIVE POWER: 37,300
10. SHARED DISPOSITIVE POWER: 9,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 47,100
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: Yes No X
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
.93%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
Item 1. Security and Issuer
This statement relates to the Common Stock,
$0.0001 par value per share (the "Common Stock"), issued by
Universal Seismic Associates, Inc., a Delaware corporation
(the "Company"), whose principal executive offices are
located at 16420 Park Ten Place, Suite 300, Houston, Texas
77084.
Item 2. Identity and Background
(a) This statement is filed by Michael T.
Kanarellis and Robert J. Kecseg (together, the "Group
Members"), individuals of United States citizenship.
(b) The business address of Michael T. Kanarellis
is c/o Technoflex, Inc., 10000 Memorial, Suite 250, Houston,
Texas 77024. Mr. Kanarellis' present principal occupation
is President of Technoflex, Inc., an international marketing
services company.
(c) The business address of Robert J. Kecseg is
First Research Financial, Inc., 6210 Beltline Road, Suite
155, Irving, Texas 75063. Mr. Kecseg's present principal
occupation is Supervisory Analyst at First Research
Financial, Inc., a company that provides financial analysis
services.
(d) Neither of the Group Members has, during the
last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
(e) Neither of the Group Members has, during the
last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration
The aggregate amount of funds used by each of the
Group Members in making their respective acquisitions of
shares of Common Stock is as follows:
(a) Michael T. Kanarellis acquired an aggregate
of 215,900 shares of Common Stock for an aggregate purchase
price of $1,009,501.
(b) Robert J. Kecseg acquired, directly or
indirectly, an aggregate of 89,800 shares of Common Stock
for an aggregate purchase price of $311,401.90. Mr. Kecseg
has sold 42,700 of such shares of Common Stock on various
dates, including certain shares with respect to which he
shares voting and dispositive power. Mr. Kecseg
beneficially owns, as of the date hereof, 47,100 shares of
Common Stock.
The shares of Common Stock purchased by Michael T.
Kanarellis and Robert J. Kecseg were purchased with their
respective personal funds.
Item 4. Purpose of Transaction
Each of Messrs. Kanarellis and Kecseg acquired his
shares of Common Stock for investment purposes.
Messrs. Kanarellis and Kecseg, beneficially owning
in the aggregate approximately 5.17% of the issued and
outstanding shares of the Company's Common Stock as of the
date of this filing (see Item 5 hereof), agreed to form the
Group for the purpose of reviewing potential responses to
the Company's deteriorating financial performance and the
decline of the trading price of the Company's Common Stock.
The Group Members are dissatisfied with recent actions of
the current Board of Directors and management of the
Company. In particular, the Group Members believe that the
expiration on September 30, 1996 of the letter of intent,
dated August 1, 1996 (the "Letter of Intent"), between the
Company and SUELOPETROL c.a., of Caracas, Venezuela
("Suelopetrol"), which provided for the proposed merger of
Suelopetrol with the Company (the "Merger"), was the
responsibility of the Board and the Company's management.
Although the Company has stated that it is continuing to
discuss the terms of the Merger with Suelopetrol, the Group
Members believe that the expiration of the Letter of Intent
and the Company's apparent failure to conduct a complete and
intensive review of the condition (financial and otherwise)
and operations of Suelopetrol have seriously jeopardized the
likelihood of the consummation of the Merger. In the
opinion of the Group Members, the consummation of the Merger
is essential for the Company's future viability.
The potential responses under consideration by the
Group Members include the following: (i) obtaining an order
of the Delaware Court of Chancery to compel the Board of
Directors to call an annual meeting of stockholders pursuant
to Section 211(c) of the Delaware General Corporation Law
("Delaware Law") and Article II, Section 2.3 of the
Company's By-laws, (ii) calling a special meeting of
stockholders pursuant to Section 211(d) of Delaware Law and
Article II, Section 2.4 of the Company's By-laws to remove
at least a majority of the current Board members and (iii)
soliciting the written consent of the Company's stockholders
in lieu of a special meeting to remove at least a majority
of the current Board members pursuant to Section 228 of
Delaware Law and Article II, Section 2.8 of the Company's
By-laws. In the event that the Group Members choose to
compel the current Board to call an annual meeting, the
Group Members may solicit proxies from the Company's
stockholders to elect a slate of directors in opposition to
certain or all members of the slate nominated by Company
management. In the event that the Group Members choose to
call a special meeting of stockholders or act by written
consent, the Group Members expect that they will solicit
proxies from the Company's stockholders to remove at least a
majority of the current Board.
In the event that the Group Members succeed in
replacing the current Board of Directors of the Company,
they intend to recommend that the Company recommence
negotiations with Suelopetrol and that the Company continue
its due diligence review and seek to consummate a
transaction between the Company and Suelopetrol on favorable
terms and conditions. However, there can be no assurances
that such a transaction will be consummated or that it will
be on terms as favorable to the Company as set forth in the
Letter of Intent. In the event that the Group succeeds in
replacing the current Board of Directors, the Group would
also recommend that the reconstituted Board consider
replacing the current senior management of the Company.
The Group Members intend to discuss their
dissatisfaction with the current Board of Directors and
Company management with certain other Company stockholders
who share their concerns, subject to applicable law, and
will amend this Schedule 13D in the event that any of such
stockholders becomes a Group Member.
The Group Members intend to continually assess the
market for the Common Stock, as well as the Company's
financial position and operations. The Group Members do not
have plans to acquire additional shares of Common Stock at
the present time, but may determine to acquire additional
shares in the future depending on, among other things, the
prevailing market price of the Common Stock and their
decision as to whether to engage in a proxy contest with the
Company's Board of Directors. The Group Members may
determine, from time to time or at any time, to sell or
otherwise dispose of some or all of the Common Stock owned
by them, depending upon a continuing assessment and upon
future developments. In making any such determination, the
Group Members will consider their goals and objectives,
other business opportunities available to them, as well as
general economic and stock market conditions. The foregoing
actions may be taken by one or more of the Group Members
and, while currently there are no plans to do so, possibly
in combination with others.
Except as set forth above, the Group Members do
not have any plans or proposals which relate to or would
result in any of the following:
(a) The acquisition of additional securities of
the Company, or the disposition of securities of the
Company;
(b) An extraordinary corporate transaction, such
as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries;
(c) A sale or transfer of a material amount of
assets of the Company or any of its subsidiaries;
(d) Any material change in the present
capitalization or dividend policy of the Company;
(e) Any other material change in the Company's
business or corporate structure;
(f) Changes in the Company's charter, By-laws, or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any
person;
(g) A class of securities of the Company being
delisted from a national securities exchange or ceasing to
be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association;
(h) A class of equity securities of the Company
becoming eligible for termination of registration pursuant
to Section 12(g)(4) of the Exchange Act; or
(i) Any action similar to any of those enumerated
above.
Although, except as disclosed herein, the Group
Members have no plans or proposals to engage in any of the
transactions specified in paragraphs (a) through (i) of this
Item 4, one or more of the Group Members may consider one or
more of such transactions in the future depending upon
factors including, but not limited to, the market for the
Company's Common Stock, the Company's prospects, alternative
investment opportunities, general economic, business and
monetary conditions, as well as other factors deemed
relevant from time to time.
Item 5. Interest in Securities of the Issuer
(a) The aggregate percentage of shares of Common
Stock reported owned by each person herein is based upon
5,083,901 shares outstanding, which is the total number of
shares of Common Stock outstanding as of September 30, 1996,
as reported by the Company in its Form 10-K for the period
ending June 30, 1996, filed with the Commission on October
29, 1996.
As of the date of this statement:
(i) Michael T. Kanarellis is the beneficial owner
of 215,900 shares of Common Stock, which represented
approximately 4.25% of the issued and outstanding number of
shares of Common Stock as of September 30, 1996.
(ii) Robert J. Kecseg is the beneficial owner of
47,100 shares of Common Stock, which represented
approximately .93% of the issued and outstanding shares of
Common Stock as of September 30, 1996.
(iii) In the aggregate, the Group Members
beneficially own a total of 263,000 shares of Common Stock,
which represented approximately 5.17% of the issued and
outstanding shares of Common Stock as of September 30, 1996.
(b) Michael T. Kanarellis has the sole power to
vote and dispose of the shares beneficially owned by him.
Robert J. Kecseg has the sole power to vote and dispose of
37,300 of the shares beneficially owned by him. Mr. Kecseg
shares the power to vote and dispose of 1,000 shares
beneficially owned by him with Wendy Kecseg, his wife. Mrs.
Kecseg's residential address is 5 Brookfield Court, Trophy
Club, Texas 76262. Mrs. Kecseg is not presently employed.
Mr. Kecseg shares the power to vote and dispose of 7,800
shares beneficially owned by him with Robert Myer. Mr.
Myer's business address is c/o NAP Group, 1701 Directors
Blvd., Austin, Texas 78744. Mr. Myer's principal
occupation is the President of NAP Group, an insurance
agency. Mr. Kecseg shares the power to vote and dispose of
1,000 shares beneficially owned by him with L.J. Moser. Mr.
Moser's business address is c/o Moser Foods, Inc., 1038 East
Main Street, Mesa, Arizona 85203. Mr. Moser is the
President of Moser Foods, Inc., a restaurant company. None
of Mrs. Kecseg, Mr. Myer or Mr. Moser has, during the last
five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors). In
addition, none of such persons has, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect
to such laws.
(c) Mr. Kanarellis sold an aggregate of 8,000
shares of Common Stock owned by him on October 18, 1996, for
an aggregate price of $53,250. Mr. Kecseg purchased 1,000
shares of Common Stock on November 11, 1996, for $4,217.
(d) No person other than each respective owner of
shares of Common Stock referred to herein is known to have
the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of such shares
of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
Michael T. Kanarellis was actively involved in the
introduction of the Company and Suelopetrol, and was closely
involved in facilitating the negotiation of the proposed
Merger. While Mr. Kanarellis has no formal understanding
with either the Company or Suelopetrol with respect to
compensation for such services, he expects that in the event
of the consummation of the Merger he would be compensated by
one or both of the Company or Suelopetrol.
Robert J. Kecseg provides investment advice to
certain other stockholders of the Company who, in the
aggregate, hold approximately 15% of the issued and
outstanding shares of Common Stock. In such connection, Mr.
Kecseg has recommended the purchase of securities of the
Company for their own accounts and advised his clients on
the conversion of certain of such securities. Mr. Kecseg
disclaims any dispositive or voting power over the shares of
Common Stock owned by such stockholders, and, accordingly,
disclaims beneficial ownership of all such shares of Common
Stock. Nevertheless, Mr. Kecseg acknowledges that the
holders of Common Stock advised by him may be likely to vote
their respective shares of Common Stock in a manner he
advises.
Item 7. Material to be Filed as Exhibits
Not applicable.
<PAGE>
Signature
After reasonable inquiry and to the best of their
knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete
and correct.
November 12, 1996
Michael T. Kanarellis
-----------------------
Michael T. Kanarellis
Robert J. Kecseg
-----------------------
Robert J. Kecseg
