<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
Universal Seismic Associates, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, Par Value $.0001 Per Share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
913828 109
----------------------------------------
(CUSIP Number)
Paul E. McCollam
c/o Resource Investors Management Company
600 Travis, Suite 6875
Houston, Texas 77002
(713) 229-8800
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
August 5, 1997
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
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 [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.
See Rule 13d-7.)
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> 2
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 2 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Resource Investors Management Company Limited Partnership 06-114834
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,589,913 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,589,913 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,589,913 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.35%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 3 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIMCO Associates, Inc. 06-114420
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,589,913 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,589,913 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,589,913 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.35%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
- --------------------------------------------------------------------------------
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 4 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIMCO Partners, L.P. 06-120837
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
359,057 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
359,057 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
359,057 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.86%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
- --------------------------------------------------------------------------------
<PAGE> 5
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 5 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIMCO Partners, L.P. II 06-126459
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
636,104 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
636,104 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
636,104 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.14%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
- --------------------------------------------------------------------------------
<PAGE> 6
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 6 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIMCO Partners, L.P. III 06-129193
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
79,403 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
79,403 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,403 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.52%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
- --------------------------------------------------------------------------------
<PAGE> 7
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 7 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RIMCO Partners, L.P. IV 06-132748
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
515,349 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
515,349 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,349 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.84%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
PN
- --------------------------------------------------------------------------------
<PAGE> 8
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 8 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roy V. Hood
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,589,913 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,589,913 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,589,913 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.35%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE> 9
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 9 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul E. McCollam
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,589,913 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,589,913 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,589,913 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.35%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE> 10
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 10 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen F. Oakes
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,589,913 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,589,913 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,589,913 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.35%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE> 11
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 11 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David R. Whitney
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,589,913 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,589,913 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,589,913 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.35%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE> 12
SCHEDULE 13D
CUSIP NO. 913828 109 PAGE 12 OF 18 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John B. Parsons
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
1,589,913 shares
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,589,913 shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,589,913 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.35%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
IN
- --------------------------------------------------------------------------------
<PAGE> 13
Page 13 of 18 Pages
This Amendment No. 3 on Schedule 13D/A to the Statement on Schedule 13D (as
amended by Amendment No. 1 and Amendment No. 2 on Schedule 13D/A) is filed on
behalf of each of RIMCO Partners, L.P. ("RIMCO I"), RIMCO Partners, L.P. II
("RIMCO II"), RIMCO Partners, L.P. III ("RIMCO III"), RIMCO Partners, L.P. IV
("RIMCO IV"), Resource Investors Management Company Limited Partnership
("RIMCO"), RIMCO Associates, Inc. ("Associates"), Roy V. Hood, Paul E. McCollam,
Stephen F. Oakes, David R. Whitney and John B. Parsons (the "Reporting
Persons").
Unless otherwise indicated, each capitalized term used but not otherwise
defined herein shall have the meaning assigned to such term in the Schedule
13D, as amended ("Schedule 13D").
Item 1. Security and Issuer: No change.
Item 2. Identity and Background: No change.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented by adding the following:
On August 5, 1997, pursuant to the Settlement Agreement (as described
below), the Limited Partnerships entered into a Stock Purchase Agreement (the
"Purchase Agreement") for the purchase of an aggregate of 205,300 shares of
Common Stock from Michael T. Kanarellis and Robert J. Kecseg (together, the
"Sellers"), representing all of the shares of Common Stock of the Company owned
by the Sellers, for an aggregate purchase price of $650,000. The effectiveness
of the Purchase Agreement is contingent upon the dismissal with prejudice of
the Lawsuit (as described below).
The funds for the purchase price were provided out of the working capital
of the Limited Partnerships.
Item 4. Purpose of Transaction.
Item 4 is hereby supplemented by the following:
On August 5, 1997, the Sellers, the Directors of the Company, Associates
and RIMCO entered into a settlement agreement (the "Settlement Agreement")
providing for the principal terms of the settlement of the lawsuit (the
"Lawsuit") filed in Delaware Chancery Court by the Sellers against Rick Trapp,
a former director and chairman of the board of the Company, each of the
Company's Directors, Associates and RIMCO. In the lawsuit, the Sellers alleged,
among other claims, that the defendants had committed securities fraud and
breached their fiduciary duty to the stockholders of the Company.
Among other things, the Settlement Agreement provides that as part of an
overall settlement of the Lawsuit (including satisfactory mutual releases) the
Company will, on behalf of its Directors, pay to the Sellers the sum of
$1,750,000 plus certain expenses. In addition, pursuant to the Settlement
Agreement, RIMCO has agreed, through the Limited Partnerships as its
affiliates, to purchase all of the shares of Common Stock held by Sellers for a
purchase price of $650,000. In connection with the settlement of the Lawsuit,
RIMCO has further agreed to enter into loan agreements with the Company in the
aggregate principal amount of $2 million to fund the payments to be made by the
Company to the Sellers as part of the settlement of the lawsuit and for
expenses associated with the lawsuit.
Furthermore, as part of an ongoing review of their investment in the shares
of Common Stock, Associates is currently exploring and may from time to time
explore in the future a variety of alternatives. The alternatives may include,
without limitation, an extraordinary corporation transaction, such as a merger
or sale of the Company, or a recapitalization, tender offer or "going private"
transaction. Through the two directors of the Company designated by Associates,
Associates participates in the deliberations of the Company's Board of
Directors. The two directors designated by Associates may, however, from time to
time, abstain from voting on certain matters affecting Associates. There is no
assurance that Associates will develop any plans or proposals with respect to
any of the foregoing matters or, if any plan or proposal is developed, that any
transaction
<PAGE> 14
Page 14 of 18 Pages
would be consummated. Any alternatives which Associates may pursue will depend
on a variety of factors, including, without limitation, current and anticipated
future trading prices for the Common Stock, the financial condition, results of
operations and prospects of the Company and general economic, financial market
and industry conditions. Depending upon the foregoing factors, the Limited
Partnerships may also sell all or part of the shares of Common Stock, or buy
additional shares, in open market or privately negotiated transactions.
Associates has held discussions from time to time with the Company's
management regarding the Company and means of enhancing shareholder value.
Associates expects that it will continue to have these discussions
with the Company's management in the future. Associates is exploring
a variety of alternatives which may or may not affect the structure
and/or composition of the Company's Board of Directors. Other than as set forth
above, Associates has no plans or proposals with respect to any of the
matters set forth in paragraph (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby deleted in its entirety and replaced with the following:
(a)-(b)
<TABLE>
<CAPTION>
Number of
Shares Shared Shared Sole Sole
Beneficially Voting Investment Voting Investment
Name Owned Power Power Power Power Percent
---- ------------ ------ ---------- ------ ---------- -------
<S> <C> <C> <C> <C> <C> <C>
Associates 1,589,913 1,589,913 1,589,913 0 0 30.35%
RIMCO 1,589,913 1,589,913 1,589,913 0 0 30.35%
RIMCO I 359,057 359,057 359,057 0 0 6.86%
RIMCO II 636,104 636,104 636,104 0 0 12.14%
RIMCO III 79,403 79,403 79,403 0 0 1.52%
RIMCO IV 515,349 515,349 515,349 0 0 9.84%
Roy V. Hood 1,589,913 1,589,913 1,589,913 0 0 30.35%
Paul E. McCollam 1,589,913 1,589,913 1,589,913 0 0 30.35%
David R. Whitney 1,589,913 1,589,913 1,589,913 0 0 30.35%
John B. Parsons 1,589,913 1,589,913 1,589,913 0 0 30.35%
Stephen F. Oakes 1,589,913 1,589,913 1,589,913 0 0 30.35%
</TABLE>
(c) No transactions by any of the reporting persons other than
those transactions identified in Item 3 have taken place in the last 60 days.
(d)-(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The first through and including the seventh paragraphs of Item 6 are
hereby deleted and amended to read as follows:
RIMCO is the managing general partner of RIMCO I, RIMCO II, RIMCO III
and RIMCO IV, which own Warrants (and, in the case of RIMCO I, RIMCO II and
RIMCO IV, New Warrants) to purchase an aggregate of 233,300,
<PAGE> 15
Page 15 of 18 Pages
89,516, 6,600 and 114,234 shares of Common Stock, respectively. RIMCO has a
profits interest in the portfolio securities held by RIMCO I, RIMCO II, RIMCO
III and RIMCO IV.
Associates is the managing general partner of RIMCO, which is the
managing general partner of RIMCO I, RIMCO II, RIMCO III and RIMCO IV.
Associates has a profits interest in RIMCO, which, as indicated above, has a
profits interest in the portfolio securities held by RIMCO I, RIMCO II, RIMCO
III and RIMCO IV.
Roy V. Hood, Paul E. McCollam, David R. Whitney and Stephen F. Oakes
are managing directors of RIMCO. Each of Roy V. Hood, Paul E. McCollam, David
R. Whitney and John B. Parsons is a shareholder of Associates. Mr. Hood is a
shareholder and President and a director of Associates. Mr. McCollam is a
shareholder and Vice President, Secretary and Treasurer and a director of
Associates. Mr. Whitney is a shareholder and a Vice President and a director of
Associates. Mr. Parsons is a shareholder and a director of Associates.
RIMCO I is a Delaware limited partnership engaged in the business of
making investments in the energy sector of the natural resource industry. RIMCO
I is the record owner of a Warrant to purchase 57,750 shares of Common Stock
and a New Warrant to purchase 175,550 shares of Common Stock. RIMCO I is also
the record owner, following the conversion of the Convertible Notes on August
14, 1996, of 50,823 shares of Common Stock of the Company, plus 74,934 shares
acquired pursuant to the Settlement Agreement. RIMCO I has a combined interest
in 359,057 shares of Common Stock or 6.86% of the outstanding Common Stock as
of August 5, 1997.
RIMCO II is a Delaware limited partnership engaged in the business of
making investments in the energy sector of the natural resource industry. RIMCO
II is the record owner of a Warrant to purchase 57,750 shares of Common Stock
and a New Warrant to purchase 31,766 shares of Common Stock. RIMCO II is also
the record owner, following the conversion of the Convertible Notes on August
14, 1996, and the exchange of the Exchangeable Notes on September 30, 1996, of
488,488 shares of Common Stock of the Company, plus 58,100 shares acquired
pursuant to the Settlement Agreement. RIMCO II has a combined interest in
636,104 shares of Common Stock or 12.14% of the outstanding Common Stock as of
August 5, 1997.
RIMCO III is a Delaware limited partnership engaged in the business of
making investments in the energy sector of the natural resource industry. RIMCO
III is the record owner of a Warrant to purchase 6,600 shares of Common Stock.
RIMCO III is also the record owner, following the conversion of the Convertible
Notes on August 14, 1996, and the exchange of the Exchangeable Notes on
September 30, 1996, of 61,511 shares of Common Stock of the Company, plus
11,292 shares acquired pursuant to the Settlement Agreement. RIMCO III has a
combined interest in 79,403 shares of Common Stock or 1.52% of the outstanding
Common Stock as of August 5, 1997.
RIMCO IV is a Delaware limited partnership engaged in the business of
making investments in the energy sector of the natural resource industry. RIMCO
IV is the record owner of a Warrant to purchase 42,900 shares of Common Stock
and a New Warrant to purchase 71,334 shares of Common Stock. RIMCO IV is also
the record owner, following the conversion of the Convertible Notes on August
14, 1996, and the exchange of the Exchangeable Notes on September 30, 1996, of
340,141 shares of Common Stock of the Company, plus 60,974 shares acquired
pursuant to the Settlement Agreement. RIMCO IV has a combined interest in
515,349 shares of Common Stock or 9.84% of the outstanding Common Stock as of
August 5, 1997.
Item 7. Material to be Filed as Exhibits.
<TABLE>
<S> <C>
A. Agreement for Joint Filing on Behalf of Each Reporting Person
B. Warrant Agreement, including form of Warrant (filed as Exhibit B
to the Schedule 13D and incorporated herein by reference)
C. Form of Convertible Note (filed as Exhibit C to the
Schedule 13D and incorporated herein by reference)
</TABLE>
<PAGE> 16
Page 16 of 18 Pages
<TABLE>
<S> <C>
D. Stock Ownership and Registration Rights Agreement among the
the Company, UNEXCO, Inc., a wholly owned subsidiary of
Company, and the Limited Partnerships (filed as Exhibit D
to the Schedule 13D and incorporated herein by reference)
D-1 First Amendment to Stock Ownership and Registration Rights Agreement
among the Company, UNEXCO, Inc., a wholly owned subsidiary of
Company, and the Limited Partnerships (filed as Exhibit D-1
to Amendment No. 1 to the Schedule 13D and incorporated
herein by reference)
E. New Warrant Agreement, including form of New Warrant
(filed as Exhibit E to Amendment No. 1 to the Schedule 13D
and incorporated herein by reference)
F. Form of Exchangeable Note (filed as Exhibit F
to Amendment No. 1 to the Schedule 13D and incorporated
herein by reference)
G. Guaranty and Exchange Agreement (filed as Exhibit G
to Amendment No. 1 to the Schedule 13D and incorporated
herein by reference)
G-1. First Amendment to Guaranty and Exchange Agreement
(filed as Exhibit G-1 to Amendment No. 1 to the Schedule 13D
and incorporated herein by reference)
H. Powers of Attorney (filed as Exhibit H to Amendment No. 2 to
the Schedule 13D and incorporated herein by reference)
I. Stock Purchase Agreement dated as of August 5, 1997 among
Michael T. Kanarellis and Robert J.Kecseq as Sellers and the Limited
Partnerships as Purchasers.
</TABLE>
<PAGE> 17
Page 17 of 18 Pages
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief
of each of the following reporting persons, each reporting person certifies
that the information set forth in this statement is true, complete and correct.
Date: August 8, 1997
Signature: Resource Investors Management Company
Limited Partnership
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
Date: August 8, 1997
Signature: RIMCO Associates, Inc.
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
Date: August 8, 1997
Signature: RIMCO Partners, L.P.
By: Resource Investors Management
Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
Date: August 8, 1997
Signature: RIMCO Partners, L.P. II
By: Resource Investors Management
Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
<PAGE> 18
Page 18 of 18 Pages
Date: August 8, 1997
Signature: RIMCO Partners, L.P. III
By: Resource Investors Management
Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
Date: August 8, 1997
Signature: RIMCO Partners, L.P. IV
By: Resource Investors Management
Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
Date: August 8, 1997
Signature: /s/ Roy V. Hood
----------------------------------
Roy V. Hood
Date: August 8, 1997
Signature: /s/ Paul E. McCollam *
----------------------------------
Paul E. McCollam
Date: August 8, 1997
Signature: /s/ David R. Whitney *
----------------------------------
David R. Whitney
Date: August 8, 1997
Signature: /s/ Stephen F. Oakes *
----------------------------------
Stephen F. Oakes
Date: August 8, 1997
Signature: /s/ John B. Parsons *
----------------------------------
John B. Parsons
* By: Roy V. Hood
Attorney-in-Fact
<PAGE> 19
EXHIBIT INDEX
A. Agreement for Joint Filing on Behalf of Each Reporting Person
I. Stock Purchase Agreement dated as of August 5, 1997 among
Michael T. Kanarellis and Robert J.Kecseq as Sellers and the
Limited Partnerships as Purchasers.
<PAGE> 1
Exhibit A
AGREEMENT
Pursuant to Rule 13d-1(f) under the Securities Exchange Act of 1934,
each of the undersigned hereby agrees to the filing of this Statement on
Schedule 13D/A on its behalf. This agreement may be signed in one or more
counterparts.
Date: August 8, 1997
Signature: Resource Investors Management Company
Limited Partnership
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
Date: August 8, 1997
Signature: RIMCO Associates, Inc.
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
Date: August 8, 1997
Signature: RIMCO Partners, L.P.
By: Resource Investors Management
Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
Date: August 8, 1997
Signature: RIMCO Partners, L.P. II
By: Resource Investors Management
Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
<PAGE> 2
Date: August 8, 1997
Signature: RIMCO Partners, L.P. III
By: Resource Investors Management
Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
Date: August 8, 1997
Signature: RIMCO Partners, L.P. IV
By: Resource Investors Management
Company Limited Partnership,
Its General Partner
By: RIMCO Associates, Inc.,
Its General Partner
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
Date: August 8, 1997
Signature: /s/ Roy V. Hood
----------------------------------
Roy V. Hood
Date: August 8, 1997
Signature: /s/ Paul E. McCollam *
----------------------------------
Paul E. McCollam
Date: August 8, 1997
Signature: /s/ David R. Whitney *
----------------------------------
David R. Whitney
Date: August 8, 1997
Signature: /s/ Stephen F. Oakes *
----------------------------------
Stephen F. Oakes
Date: August 8, 1997
Signature: /s/ John B. Parsons *
----------------------------------
John B. Parsons
* By: Roy V. Hood
Attorney-in-Fact
<PAGE> 1
EXHIBIT I
STOCK PURCHASE AGREEMENT
DATED
AUGUST 5, 1997
AMONG
MICHAEL T. KANARELLIS
AND
ROBERT J. KECSEG
AS SELLERS
AND
RIMCO PARTNERS, L.P.
RIMCO PARTNERS, L.P. II
RIMCO PARTNERS, L.P. III
AND
RIMCO PARTNERS, L.P. IV
AS PURCHASERS
<PAGE> 2
TABLE OF CONTENTS
ARTICLE I
DEFINITIONS
ARTICLE II
PURCHASE AND SALE OF THE SHARES
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
2.1 Purchase and Sale of the Shares . . . . . . . . . . . . . . . . . . . 2
2.2 Closing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2.3 Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
3.1 Title to Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3.2 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.3 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.4 Informed Decision to Sell . . . . . . . . . . . . . . . . . . . . . . 3
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
4.1 Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4.2 Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE V
COVENANTS
5.1 Covenant of the Sellers . . . . . . . . . . . . . . . . . . . . . . . 4
ARTICLE VI
CONDITIONS TO CLOSING
6.1 Conditions to Obligations of the Purchasers . . . . . . . . . . . . 5
6.2 Conditions to Obligations of the Sellers . . . . . . . . . . . . . . 5
ARTICLE VII
MISCELLANEOUS
7.1 Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.2 Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.3 Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 7
</TABLE>
-i-
<PAGE> 3
<TABLE>
<S> <C> <C>
7.4 Successors Bound . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.5 Section and Paragraph Headings; Interpretation . . . . . . . . . . . 7
7.6 Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.7 Entire Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 7
7.8 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
7.9 Choice of Law . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
7.10 Public Announcements . . . . . . . . . . . . . . . . . . . . . . . . 8
7.11 WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . 8
7.12 Survival of Representations and Warranties . . . . . . . . . . . . . 8
7.13 Release . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
</TABLE>
-ii-
<PAGE> 4
STOCK PURCHASE AGREEMENT
This STOCK PURCHASE AGREEMENT (this "Agreement") dated as of
August 5, 1997, is by and among Michael T. Kanarellis and Robert J. Kecseg
(collectively, the "Sellers") and RIMCO Partners, L.P., a Delaware limited
partnership, RIMCO Partners, L.P. II, a Delaware limited partnership, RIMCO
Partners, L.P. III, a Delaware limited partnership, and RIMCO Partners, L.P.
IV, a Delaware limited partnership (collectively, the "Purchasers").
WITNESSETH:
WHEREAS, Universal Seismic Associates, Inc., a Delaware
corporation ("U.S.A."), the Sellers, RIMCO Associates, Inc., a Connecticut
corporation ("RIMCO"), and certain other parties have entered into a letter
agreement dated July 1, 1997 (the "Letter Agreement") pursuant to which RIMCO,
on behalf of the Purchasers, has agreed to purchase the Shares (as defined
below) subject to certain conditions; and
WHEREAS, the Sellers are the beneficial owners and record
holders of a total of 205,300 shares of common stock, par value $.0001 per
share, of U.S.A. ("U.S.A. Common Stock"); and
WHEREAS, on the terms and subject to the conditions set forth
herein, the Purchasers desire to purchase from the Sellers, and the Sellers
desire to sell, transfer, assign, and deliver to the Purchasers an aggregate of
205,300 shares of U.S.A. Common Stock (the "Shares") for a total purchase price
of $650,000;
NOW, THEREFORE, on the terms and subject to the conditions set
forth herein and in consideration of the premises and the mutual covenants
herein contained and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement:
"Closing" means the closing of the sale and purchase of the
Shares pursuant to this Agreement.
"Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization or a governmental entity or any
department, agency or political subdivision thereof.
<PAGE> 5
"Securities Act" means the Securities Act of 1933, as
amended.
"Securities Exchange Act" means the Securities Exchange Act of
1934, as amended.
ARTICLE II
PURCHASE AND SALE OF THE SHARES
2.1 Purchase and Sale of the Shares. Subject to the
satisfaction (or waiver) of the terms and conditions herein set forth and in
reliance upon the respective representations and warranties of the parties set
forth herein or in any document delivered pursuant hereto, at the Closing the
Sellers shall sell, assign, transfer, convey and deliver to the Purchasers, and
the Purchasers shall purchase from the Sellers, the Shares set forth on
Schedule 2.1 to this Agreement in exchange for payment to the Sellers by the
Purchasers of the aggregate purchase price set forth on Schedule 2.1 to this
Agreement.
2.2 Closing. The Closing shall take place at the offices
of Andrews & Kurth L.L.P., 4200 Texas Commerce Tower, Houston, Texas 77002, on
the business day following the satisfaction or waiver of each of the conditions
of closing set forth in Article VI, or at such other time, date and place as
may be agreed to in writing by the Sellers and the Purchasers. At the Closing,
each Purchaser shall pay to the Sellers, by certified or cashier's check or by
such other means as may be acceptable to the Sellers and the Purchasers, the
purchase price to be paid by such Purchaser as provided for on Schedule 2.1 to
this Agreement. At the Closing, the Sellers shall deliver to the Purchasers
stock certificates representing the Shares, duly endorsed in blank for transfer
or accompanied by appropriate stock powers duly executed in blank with any
taxes, direct or indirect, attributable to the transfer of such Shares paid or
provided for.
2.3 Further Assurances. At or after the Closing, the
parties hereto shall execute and deliver such additional documents and take
such additional actions as any party may reasonably deem to be necessary in
order to consummate the transactions contemplated by this Agreement and to
carry out and effectuate the purposes intended hereby to be accomplished.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLERS
Each Seller, jointly and severally, hereby represents and
warrants to each of the Purchasers that the following are true and correct as
of the date hereof:
3.1 Title to Shares. The Sellers beneficially own the
Shares (within the meaning of Rule 13d-3 of the Securities Exchange Act), and
immediately prior to Closing will own the Shares of record, and have good and
marketable title to the Shares, in each case free and clear of any security
interest, pledge, claim, lien, encumbrance or other right or interest of any
other person, and
-2-
<PAGE> 6
have full right and capacity to sell, transfer, assign and deliver such Shares
to the Purchasers. Upon delivery of the Shares to the Purchasers, against
payment therefor as provided herein, the Sellers shall transfer to the
Purchasers good and marketable title to the Shares, free and clear of any
security interest, pledge, claim, lien, encumbrance or other right or interest
of any other person. Other than this Agreement and the Letter Agreement, there
are no voting agreements, registration agreements, transfer restrictions or any
other agreements to which either Seller is a party relating to the Shares or
any agreements to which either Seller is a party which may affect the transfer
of the Shares. Except for this Agreement and the Letter Agreement, there is no
option, warrant, call or other right or other agreement, arrangement or
commitment obligating the Sellers to transfer or sell the Shares. Except for
the Shares, neither of the Sellers nor any family member or affiliate of any of
the Sellers beneficially owns (within the meaning of Rule 13d-3 promulgated
under the Securities Exchange Act) any shares of U.S.A. Common Stock.
3.2 Authority. The Sellers have taken all action that is
required to enter into, execute and deliver this Agreement and to perform fully
Sellers' obligations hereunder. This Agreement has been duly executed and
delivered by the Sellers and (assuming due execution and delivery hereof by the
other parties hereto) is the legal, valid and binding obligation of the
Sellers, enforceable against the Sellers in accordance with its terms, except
as enforcement thereof may be limited by applicable bankruptcy, reorganization,
insolvency or similar laws from time to time in effect affecting the
enforcement of creditors' rights generally and by general principles of equity.
The execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and the performance by the Sellers of their
obligations under this Agreement in accordance with its terms and conditions
will not (a) result in a material default (with due notice or lapse of time or
both) or the creation of any lien or encumbrance or give rise to any right of
termination, cancellation or acceleration under any of the terms, conditions or
provisions of any note, bond, mortgage, indenture, lease, instrument or
agreement to which any of the Sellers is a party or by or to which the Shares
held by any such Seller or any of their properties or assets are bound or
subject, (b) violate any order, writ, injunction, judgment, decree, statute,
rule or regulation applicable to any Seller or the Shares held by any Seller or
any of their properties or assets, (c) result in the creation of any lien or
other encumbrance on the Shares, other than the obligations contemplated by
this Agreement, or (d) result in the breach of any of the terms or conditions
of, or constitute a default under, or otherwise cause any impairment of, any
governmental authorizations.
3.3 Approvals. None of the execution and delivery by the
Sellers of this Agreement, the consummation of the transactions contemplated
hereby or the performance by the Sellers of their obligations hereunder in
accordance with the terms and conditions hereof requires the consent, waiver,
approval, license or authorization of, or any filing by the Sellers with, any
governmental authority or other person (other than such consents as have been
obtained).
3.4 Informed Decision to Sell. Each of the Sellers (a)
is a sophisticated investor and has such knowledge and experience in financial
and business matters that he is capable of evaluating the merits of his
decision to sell the Shares; (b) has had the opportunity to ask all questions
of, and receive answers from, representatives of the Purchasers concerning
U.S.A.; and
-3-
<PAGE> 7
(c) has received such documents and information as he has requested from the
Purchasers and from U.S.A.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS
Each Purchaser, jointly and severally, hereby represents and
warrants to each of the Sellers that the following are true and correct as of
the date hereof:
4.1 Authority. The Purchasers have the full power and
authority and have taken all action that is required to enter into, execute and
deliver this Agreement and to perform fully Purchasers' obligations hereunder.
This Agreement has been duly executed and delivered by the Purchasers and
(assuming due execution and delivery hereof by the other parties hereto) is the
legal, valid and binding obligation of the Purchasers, enforceable against the
Purchasers in accordance with its terms, except as enforcement thereof may be
limited by applicable bankruptcy, reorganization, insolvency or similar laws
from time to time in effect affecting the enforcement of creditors' rights
generally and by general principles of equity. The execution and delivery of
this Agreement, the consummation of the transactions contemplated hereby and
the performance by the Purchasers of their obligations under this Agreement in
accordance with its terms and conditions will not (a) conflict with or result
in a breach of any provision of the certificate of limited partnership or
partnership agreement of the Purchasers, (b) result in a material default (with
due notice or lapse of time or both) or the creation of any lien or encumbrance
or give rise to any right of termination, cancellation or acceleration under
any of the terms, conditions or provisions of any note, bond, mortgage,
indenture, lease instrument or agreement to which any of the Purchasers is a
party or by which they or any of their properties or assets are bound, (c)
violate any order, writ, injunction, judgment, decree, statute, rule or
regulation applicable to any of the Purchasers or any of their properties or
assets or (d) result in the breach of any of the terms or conditions of, or
constitute a default under, or otherwise cause any impairment of, any
governmental authorizations.
4.2 Approvals. None of the execution and delivery by the
Purchasers of this Agreement, the consummation of the transactions contemplated
hereby or the performance by the Purchasers of their obligations hereunder in
accordance with the terms and conditions hereof will require the consent,
waiver, approval, license or authorization of, or any filing by the Purchasers
with, any governmental authority or other person (other than such consents as
have been obtained and other than any filings required under Section 13(d) and
Section 16 of the Securities Exchange Act).
-4-
<PAGE> 8
ARTICLE V
COVENANTS
5.1 Covenant of the Sellers. Each of the Sellers hereby
covenants and agrees with the Purchasers that he will not purchase, directly or
indirectly, or advise others to purchase or sell any shares of U.S.A. Common
Stock for 365 days from the date that the lawsuit referred to in Section 6.1(d)
of this Agreement is dismissed with prejudice.
ARTICLE VI
CONDITIONS TO CLOSING
6.1 Conditions to Obligations of the Purchasers. The
obligation of each Purchaser to consummate the transactions contemplated
hereunder shall be subject to the satisfaction of each of the following
conditions unless waived by the Purchasers in writing:
(a) The representations and warranties made by each of
the Sellers herein shall be true and correct when made, and shall be
true and correct as of the Closing with the same force and effect as
though made at the Closing. The Sellers shall notify the Purchasers
in writing of any inaccuracy in such representations and warranties
which may arise between the date of this Agreement and the Closing.
(b) All covenants, agreements and conditions contained in
this Agreement to be performed or complied with at or prior to the
Closing shall have been performed or complied with in all material
respects.
(c) Each of the Sellers shall have duly executed and
delivered a letter (a copy of which is delivered herewith)
acknowledging certain matters disclosed by the Purchasers to the
Sellers in connection with the purchase and sale of the Shares.
(d) The lawsuit naming the Purchasers as defendants (CA
No. 97-22(RRM), in the United States District Court for the District
of Delaware (the "Court"), shall have been dismissed with prejudice.
(e) The Court shall have approved the settlement of the
derivative claims made in the lawsuit referred to in subsection (d)
above.
(f) No action, proceeding or order by any court or
governmental body or agency shall have been threatened in writing,
asserted, instituted or entered to restrain or prohibit the carrying
out of the transactions contemplated by this Agreement.
6.2 Conditions to Obligations of the Sellers. The
obligation of each Seller to consummate the transactions contemplated hereunder
shall be subject to the satisfaction of each of the following conditions unless
waived by the Sellers in writing:
-5-
<PAGE> 9
(a) The representations and warranties made by each of
the Purchasers herein shall be true and correct when made, and shall
be true and correct as of the Closing with the same force and effect
as if made at the Closing. The Purchasers shall notify the Sellers in
writing of any inaccuracy in such representations and warranties which
may arise between the date of this Agreement and the Closing.
(b) All covenants, agreements and conditions contained in
this Agreement to be performed or complied with by each of the
Purchasers at or prior to the Closing shall have been performed or
complied with in all material respects.
(c) The Sellers shall have received the payment required
by that certain Settlement Agreement and General Release by and among
RIMCO, the Sellers and certain other parties.
(d) The lawsuit naming the Sellers as defendants (Cause
No. 97-12684) in the District Court of Harris County, Texas, 334th
Judicial District, shall have been nonsuited with prejudice.
(e) No action, proceeding or order by any court or
governmental body or agency shall have been threatened in writing,
asserted, instituted or entered to restrain or prohibit the carrying
out of the transactions contemplated by this Agreement.
ARTICLE VII
MISCELLANEOUS
7.1 Expenses. The Sellers and the Purchasers shall each
pay their own expenses (including, without limitation, counsel and accounting
fees and expenses) incident to the preparation and carrying out of this
Agreement and the consummation of the transactions contemplated herein.
7.2 Notices. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
given if personally delivered or mailed, first class, registered or certified
mail, postage prepaid, as follows:
(a) If to the Purchasers, to:
Resource Investors Management Company
Limited Partnership
22 Waterville Road Avon, CT 06001
Attention: Paul E. McCollam
-6-
<PAGE> 10
With a copy to:
Andrews & Kurth L.L.P.
4200 Texas Commerce Tower
600 Travis Street
Houston, Texas 77002
Attention:
David Zdunkewicz
(b) If to the Sellers, to:
Michael T. Kanarellis
10000 Memorial Drive
Suite 250
Houston, Texas 77024
Robert J. Kecseg
c/o Michael T. Kanarellis
10000 Memorial Drive
Suite 250
Houston, Texas 77024
With a copy to:
Stephen R. Connoni
Hertzog, Calamari & Gleason
100 Park Avenue, 23rd Floor
New York, New York 10017
or to such other address as shall be given in writing by any of the
parties hereto.
7.3 Assignment. This Agreement may not be assigned by
any party hereto without the written consent of the other parties hereto.
7.4 Successors Bound. Subject to the provisions of
Section 7.3, this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors, heirs, legal beneficiaries,
representatives and permitted assigns.
7.5 Section and Paragraph Headings; Interpretation. The
section and paragraph headings in this Agreement are for reference purposes
only and shall not affect the meaning or interpretation of this Agreement. All
personal pronouns used in this Agreement, whether used in the masculine,
feminine or neuter gender, shall include all other genders; and the singular
shall include the plural and vice versa.
-7-
<PAGE> 11
7.6 Amendment. This Agreement may be amended only by an
instrument in writing executed by all the parties hereto.
7.7 Entire Agreement. This Agreement and the Schedule
hereto and the Letter Agreement constitute the entire agreement of the parties
hereto with respect to the subject matter hereof and thereof, and supersede all
prior understandings with respect to the subject matter hereof and thereof. No
representation, promise or statement of intention has been made by either party
in connection with the subject matter hereof that is not embodied herein, in
the Letter Agreement or in the letter referred to in Section 6.1(c), and
neither party shall be bound by or liable for any alleged representation,
promise or statement of intention not so set forth.
7.8 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute the same instrument.
7.9 Choice of Law. This Agreement shall be construed and
enforced under and in accordance with and governed by the laws of the State of
Delaware, without regard to principles of conflicts of laws otherwise
applicable to such determination.
7.10 Public Announcements. Except as set forth in the
following sentence, the parties to this Agreement agree that prior to making
any public announcement or statement with respect to the transactions
contemplated by this Agreement, the party desiring to make such public
announcement or statement shall consult with the other parties and exercise
reasonable efforts to (i) agree upon the text of a joint public announcement or
statement to be made by both of such parties or (ii) obtain approval of the
other parties to the text of a public announcement or statement to be made
solely by the Sellers or the Purchasers, as the case may be. Nothing contained
in this Section 7.10 shall be construed to require either party to obtain
approval of the other parties to disclose information with respect to any
disclosure (i) required by applicable law or by any applicable rules,
regulations or orders of any governmental authority having jurisdiction or (ii)
necessary to comply with disclosure requirements of any applicable stock
exchange.
7.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO WAIVES TRAIL
BY JURY IN ANY ACTION INSTITUTED HEREUNDER AND CONSENTS TO THE GRANTING OF SUCH
LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY ANY COURT.
7.12 Survival of Representations and Warranties. The
representations and warranties contained in this Agreement or in any
certificate, document or instrument delivered pursuant to this Agreement shall
survive the Closing.
7.13 Release. Effective only as of the Closing,
Purchasers and Sellers, for themselves, and for their respective predecessors,
successors, assigns, heirs, beneficiaries and personal representatives, forever
fully release, waive, acquit and discharge each other, and their respective
predecessors, successors and assigns, of and from any and all claims, demands,
actions,
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<PAGE> 12
causes of action, suits, damages, liabilities, obligations, costs, expenses and
other remedies of whatever nature and with respect to any matter whatsoever,
known or unknown, that any such party may have had, now have, may hereafter
have, or that could have been asserted against any of such parties, arising out
of or relating to any claim of fraud or misrepresentation under any federal,
state or common law (including, without limitation, the Securities Exchange
Act) in connection with the purchase and sale of the Shares.
IN WITNESS WHEREOF, this Agreement has been duly executed by
the parties hereto as of the date first above written.
SELLERS:
--------
/s/ Michael T. Kanarellis
-------------------------
Michael T. Kanarellis
/s/ Robert J. Kecseg
--------------------
Robert J. Kecseg
PURCHASERS:
-----------
RIMCO PARTNERS, L.P.
RIMCO PARTNERS, L.P. II
RIMCO PARTNERS, L.P. III
RIMCO PARTNERS, L.P. IV
By: RESOURCE INVESTORS MANAGEMENT
COMPANY LIMITED PARTNERSHIP
their General Partner
By: RIMCO Associates, Inc.
its General Partner
By: /s/ Roy V. Hood
-------------------------------
Name: Roy V. Hood
Title: President
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<PAGE> 13
SCHEDULE 2.1
NUMBER OF SHARES OF
SELLERS COMMON STOCK
- ------- ------------
Michael T. Kanarellis 184,900
Robert J. Kecseg 20,400
AGGREGATE
NUMBER OF SHARES OF PURCHASE
PURCHASERS COMMON STOCK PRICE
- ---------- ------------ -----
RIMCO Partners, L.P. 74,934 $ 237,250
RIMCO Partners, L.P. II 58,100 183,950
RIMCO Partners, L.P. III 11,292 35,750
RIMCO Partners, L.P. IV 60,974 193,050
TOTAL 205,300 $ 650,000
================ =============
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