SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, For Use of
the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
UNIVERSAL SEISMIC ASSOCIATES, INC.
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(Name Of Registrant As Specified In Its Charter)
UNIVERSAL SEISMIC ASSOCIATES, INC. STOCKHOLDERS'
PROTECTIVE COMMITTEE
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(Name Of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the form or schedule and the
date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
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UNIVERSAL SEISMIC ASSOCIATES, INC.
STOCKHOLDERS' PROTECTIVE COMMITTEE
Dear Fellow Stockholder:
As members of the Universal Seismic Associates, Inc.
Stockholders' Protective Committee (the "Committee"), and, like
you, stockholders of Universal Seismic Associates, Inc. (the
"Company"), we have previously sent to you a Consent and Proxy
Statement and an additional letter seeking your consent and proxy
to remove the Company's current directors and replace them with
our director nominees. As we have explained to you at length,
we are extremely dissatisfied and concerned that the Company is
losing money and debt-laden, that its operations are in decline
and that, as a result, the trading price of the Company's common
stock has dramatically declined. We are also extremely concerned
about the Company management's apparent inability to tell the
truth.
In our additional letter to you, we outlined several
false and misleading statements made by Company management in
connection with its intense struggle to maintain control of the
Company. The further information contained in this letter should
make it absolutely clear to you, as it has to us, that THE
COMPANY HAS CONSISTENTLY AND BLATANTLY MISLED YOU in its own
proxy materials seeking your vote for management's slate of
directors.
One of the more pernicious falsehoods made by the
Company has been its statements that its accounting and
investment banking advisors had determined that the transaction
between the Company and Suelopetrol c.a. ("Suelopetrol") was not
in the best interests of the Company and that such transaction
was "grossly unfair" to the Company and its stockholders. As we
informed you in our prior letter to you, neither Coopers &
Lybrand, the Company's accountants, nor Raymond James &
Associates, the Company's investment bankers, ever made such
statements.
In connection with this matter, we have recently
uncovered information that dramatically demonstrates the lengths
to which the Company management will go to preserve their control
of the Company. On January 10, 1997, the Company management
received a letter (the "C&L Letter") from Coopers & Lybrand, the
Company's independent auditors, stating that "THE STATEMENTS
REFERRING TO COOPERS & LYBRAND [in the Company's proxy filings]
ARE NOT ACCURATE" and that Coopers & Lybrand "PLAYED NO PART IN
DETERMINING THE VALUE OF SUELOPETROL NOR DID WE ATTEST TO THE
FAIRNESS OF THE PROPOSED TRANSACTION." In addition, the C&L
Letter demanded that the Company management's false and
inaccurate statements relating to Coopers & Lybrand be corrected
as soon as possible.
What are the Company stockholders to gather from this?
The C&L Letter confirms that the Company's earlier public
statements that Coopers & Lybrand had opined on the fairness of
the transaction with Suelopetrol were completely false, as were
its statements as to Raymond James & Associates. Additionally,
it demonstrates a blatant disregard for providing full and fair
information to the Company's stockholders. The C&L Letter was
received by the Company on January 10, 1997, and despite the fact
that it plainly exposes the falsity of prior statements made by
the Company to its stockholders and contains obviously important
information to which the Company stockholders are entitled, the
Company has shockingly failed to release this information to the
public.
We uncovered the C&L Letter only because it was
demanded in discovery as part of litigation instituted by us.
Because of the continuing stream of misstatements and omissions
by the Company management, we were forced to commence litigation
in Federal District Court in Delaware challenging the proxy
materials distributed by the Company management as violating
Federal proxy rules. Were it not for our commencement of
litigation, this deliberate attempt to conceal information from
the Company stockholders would very likely have gone unnoticed.
As a stockholder, you are entitled to -- and should demand --
that the Company management provide full and fair disclosure of
events relating to the Company. The Company's present management
has obviously failed in this responsibility to provide such
disclosure when it feels that to do so would threaten their
entrenched positions with the Company.
IF YOU WISH TO JOIN US IN HALTING THE COMPANY
MANAGEMENT'S DELIBERATE ACTIONS TO MISLEAD ITS STOCKHOLDERS AND
IN REPLACING THE COMPANY'S CURRENT BOARD OF DIRECTORS WITH
NOMINEES THAT WE, AS STOCKHOLDERS, BELIEVE WILL REVITALIZE THE
COMPANY, PLEASE COMPLETE, SIGN AND DATE THE ENCLOSED GOLD CONSENT
SHEET AND THE ENCLOSED BLUE PROXY CARD AND RETURN THEM IN THE
ENCLOSED ENVELOPE (NO POSTAGE NECESSARY) OR BY FACSIMILE AT (214)
999-9348 AS SOON AS POSSIBLE.
PLEASE DO NOT RETURN ANY CARD SENT TO YOU BY THE
COMPANY. IF YOU HAVE ALREADY SIGNED THE WHITE PROXY CARD FOR THE
ANNUAL MEETING SENT TO YOU BY THE BOARD OF DIRECTORS OF THE
COMPANY, PLEASE REVOKE SUCH PROXY BY SIGNING AND DATING THE
ENCLOSED BLUE PROXY CARD AND RETURNING THE CARD TO THE COMMITTEE
C/O THE HERMAN GROUP INC. AS SOON AS POSSIBLE. ONLY THE LATEST
DATED PROXY CARD WILL COUNT AT THE ANNUAL MEETING.
IF ANY OF YOUR SHARES ARE HELD IN THE NAME OF A
BROKERAGE FIRM, BANK, BANK NOMINEE OR OTHER INSTITUTION, PLEASE
CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT IMMEDIATELY AND
INSTRUCT THAT PERSON TO INDICATE A VOTE FOR EACH OF THE
COMMITTEE'S PROPOSALS AND TO SIGN, DATE AND RETURN BOTH THE
ENCLOSED GOLD CONSENT SHEET AND BLUE PROXY CARD TO THE HERMAN
GROUP.
If you have any questions, or require any additional
information, please contact The Herman Group Inc., 2121 San
Jacinto Street, 26th Floor, Dallas, Texas 75201, or call, toll
free, (800) 647-2536.
The Universal Seismic
Associates, Inc. Stockholders'
Protective Committee
January 21, 1997
