SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)*
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: December 6, 1996
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: ______
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>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)*
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: December 6, 1996
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: ______
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>
Item 1. Security and Issuer
No change.
Item 2. Identity and Background
No change.
Item 3. Source and Amount of Funds or Other
Consideration
No change.
Item 4. Purpose of Transaction
Michael T. Kanarellis and Robert J. Kecseg (the
"Group Members"), beneficially owning in the aggregate
approximately 5.17% of the issued and outstanding shares of
the Company's common stock, par value $0.0001 per share
("Common Stock"), as of November 12, 1996, agreed to form a
group (the "Group") for the purpose of reviewing potential
responses to the deteriorating financial performance of
Universal Seismic Associates, Inc. (the "Company") and the
decline of the trading price of the Company's Common Stock.
On November 12, 1996, the Group Members filed the Schedule
13D which is being amended hereby (the "Schedule 13D"). 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. At the time of the
filing of the Schedule 13D, the Group Members believed 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 seriously jeopardized the likelihood of the
consummation of the Merger and, on November 13, 1996, the
Company publicly announced the termination of negotiations
with respect thereto.
The potential responses considered by the Group
Members included 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. On December 6, 1996, the Group Members filed a
preliminary Consent and Proxy Statement with the Securities
and Exchange Commission on behalf of the Universal Seismic
Associates, Inc. Stockholders' Protective Committee (the
"Committee"), composed of the Group Members. Pursuant to
the definitive version of such Consent and Proxy Statement,
the Committee intends to (i) solicit consents from the
Company's stockholders to remove the current Board members
and replace them with the Committee's five-person slate as
soon as practicable prior to the Company's Annual Meeting of
Stockholders, currently scheduled to be held on January 28,
1997, if possible and (ii) solicit proxies from the
Company's stockholders to amend the Company's By-laws to
change the order of business at the Annual Meeting, to amend
the Company's By-laws to fix the number of directors at five
and to elect a slate of directors nominated by the
Committee.
In the event that the Committee succeeds in
replacing the current Board of Directors of the Company, it
intends to recommend that the Company recommence
negotiations with Suelopetrol 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 Committee succeeds
in replacing the current Board of Directors, the Committee
would also recommend that the reconstituted Board consider
replacing the current senior management of the Company.
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. 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.
Each of Messrs. Kanarellis and Kecseg acquired his
shares of Common Stock for investment purposes.
Item 5. Interest in Securities of the Issuer
No change.
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 9% 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
No change.
<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.
December 12, 1996
Michael T. Kanarellis
-----------------------
Michael T. Kanarellis
Robert J. Kecseg
-----------------------
Robert J. Kecseg
