SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 2)*
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: February 18, 1997
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 (the "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. 2)*
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: February 18, 1997
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 (the "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: 2,000
9. SOLE DISPOSITIVE POWER: 37,300
10. SHARED DISPOSITIVE POWER: 2,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 39,300
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):
.75%
14. TYPE OF REPORTING PERSON: IN
<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
Item 4, as previously amended, remains unchanged,
except that the following information is hereby added
thereto:
Prior to the scheduled date of the Annual Meeting,
the Committee commenced litigation in Delaware Federal Court
seeking to enjoin the Annual Meeting based on the Company's
alleged violations of the Federal securities laws.
Following a hearing held on January 27, 1997, the Court
issued an order that the polls for the Annual Meeting be
held open for two weeks following the scheduled date of the
Meeting. The Annual Meeting was held on January 28, 1997,
and the polls closed on February 11, 1997 on which date the
January 28, 1997 meeting was reconvened. As a result of the
stockholder vote thereof, Company management's slate of
director nominees were elected to the Company's Board of
Directors.
On February 3, 1997, Robert Kecseg redemanded a
stockholders' list and related materials from the Company
and filed a written consent in respect of the removal of the
Company's current Board members and their replacement with
the Committee's five-person slate, thereby setting a new
record date of February 3, 1997 for its continuing consent
solicitation. The Committee is currently contemplating
whether to actively conduct such solicitation. The Company
did not timely comply under Delaware law with the
Committee's demand for a stockholders' list.
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
5,229,109 shares outstanding, which is the total number of
shares of Common Stock outstanding as of February 20, 1997,
as reported by the Company in its Form 10-Q for the period
ending December 31, 1996, filed with the Securities and
Exchange Commission on February 21, 1997.
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 4.13% of the issued and outstanding number of
shares of Common Stock as of February 20, 1997.
(ii) Robert J. Kecseg is the beneficial owner of
39,300 shares of Common Stock, which represented
approximately .75% of the issued and outstanding shares of
Common Stock as of February 20, 1997.
(iii) In the aggregate, the Group Members
beneficially own a total of 255,200 shares of Common Stock,
which represented approximately 4.88% of the issued and
outstanding shares of Common Stock as of February 20, 1997.
(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 5320 Carnaby Street,
Building 7, No. 167, Irving, Texas 75038. Mrs. Kecseg is
not presently employed. 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. Neither of Mrs. Kecseg nor 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) Robert Myer sold an aggregate of 7,800
shares of Common Stock with respect to which he shared
voting and dispositive power with Mr. Kecseg on February 18,
1997, for an aggregate price of $21,150.
(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) On February 18, 1997, Messrs. Kanarellis and
Kecseg as a group ceased to be the beneficial owners of more
than five (5%) percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
No change.
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.
February 28, 1997
Michael T. Kanarellis
-----------------------
Michael T. Kanarellis
Robert J. Kecseg
-----------------------
Robert J. Kecseg
