-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TNpJLmxmCq27W3X6pRrMVAPRsOlXYUXHmWGdRT1I75lYrUMmXVv5abiycFbGBOT6 u1NT7ToT7ftaCkE7IkoXzw== 0000909518-06-001209.txt : 20061219 0000909518-06-001209.hdr.sgml : 20061219 20061219124740 ACCESSION NUMBER: 0000909518-06-001209 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20061219 DATE AS OF CHANGE: 20061219 GROUP MEMBERS: AVISTA CAPITAL PARTNERS (OFFSHORE), L.P. GROUP MEMBERS: AVISTA CAPITAL PARTNERS GP, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GEOKINETICS INC CENTRAL INDEX KEY: 0000314606 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 941690082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-32355 FILM NUMBER: 061285776 BUSINESS ADDRESS: STREET 1: ONE RIVERWAY STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 7138507600 MAIL ADDRESS: STREET 1: ONE RIVERWAY STREET 2: SUITE 2100 CITY: HOUSTON STATE: TX ZIP: 77056 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Avista Capital Partners, L.P. CENTRAL INDEX KEY: 0001374541 IRS NUMBER: 204464005 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 65 E.55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 593-6958 MAIL ADDRESS: STREET 1: 65 E.55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 mm12-1806_sc13da2.txt AMENDMENT NO.2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 2) Under the Securities Exchange Act of 1934 GEOKINETICS INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 372910-10-9 - -------------------------------------------------------------------------------- (CUSIP Number) AVISTA CAPITAL PARTNERS, L.P. 65 EAST 55TH STREET 18TH FLOOR NEW YORK, NEW YORK 10022 TELEPHONE: (212) 593-6900 ATTN: BEN SILBERT, ESQ. - -------------------------------------------------------------------------------- Copies to: STEVEN D. RUBIN, ESQ., WEIL, GOTSHAL & MANGES LLP 700 LOUISIANA, SUITE 1600 HOUSTON, TEXAS 77002 (713) 546-5000 ---------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) DECEMBER 15, 2006 - -------------------------------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7 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). - -------------------------------------------------------------------------------- CUSIP No. 372910-10-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Avista Capital Partners, L.P. I.R.S. Identification Nos. of above persons (entities only)* N/A - -------------------------------------------------------------------------------- 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) OO (see Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 ------------------------------------------------------------- Number of 8. Shared Voting Power Shares 2,379,233 Beneficially (see Item 5) Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person With ------------------------------------------------------------- 10. Shared Dispositive Power 2,379,233 (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,379,233 (see Item 5)) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 30.7% (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- *Voluntary, not mandatory - -------------------------------------------------------------------------------- 2 - -------------------------------------------------------------------------------- CUSIP No. 372910-10-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Avista Capital Partners (Offshore), L.P. I.R.S. Identification Nos. of above persons (entities only)* N/A - -------------------------------------------------------------------------------- 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) OO (see Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 ------------------------------------------------------------- Number of 8. Shared Voting Power Shares 139,208 (see Item 5) Beneficially Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person With ------------------------------------------------------------- 10. Shared Dispositive Power 139,208 (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 139,208 (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 2.5% (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- *Voluntary, not mandatory - -------------------------------------------------------------------------------- 3 - -------------------------------------------------------------------------------- CUSIP No. 372910-10-9 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. Names of Reporting Persons. Avista Capital Partners GP, LLC I.R.S. Identification Nos. of above persons (entities only)* N/A - -------------------------------------------------------------------------------- 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 (see Item 3) - -------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |_| - -------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7. Sole Voting Power 0 ------------------------------------------------------------- Number of 8. Shared Voting Power Shares 2,518,441 (see Item 5) Beneficially Owned by ------------------------------------------------------------- Each 9. Sole Dispositive Power Reporting 0 Person With ------------------------------------------------------------- 10. Shared Dispositive Power 2,518,441 (see Item 5) - -------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,518,441 (see Item 5) - -------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) |_| - -------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 31.9% (see Item 5) - -------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- *Voluntary, not mandatory - -------------------------------------------------------------------------------- 4 ITEM 1. SECURITY AND ISSUER This Amendment No. 2 amends the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission (the "Commission") on September 13, 2006 by Avista Capital Partners, L.P., a Delaware limited partnership ("Avista"), Avista Capital Partners (Offshore), L.P., a Delaware limited partnership ("Avista Offshore") and Avista Capital Partners GP, LLC ("Avista GP") and the Amendment No. 1 to the Schedule 13D ("Amendment No. 1") filed by the same parties on October 5, 2006. The title and class of equity security to which this amendment to the Schedule 13D relates is the Common Stock, par value $.01 per share (the "Common Stock"), of Geokinetics Inc., a Delaware corporation ("Geokinetics" or the "Company"). The principal executive offices of Geokinetics are located at One Riverway, Suite 2100 Houston, Texas 77056. The following amendments to the Schedule 13D are hereby made. Unless otherwise define herein, all capitalized terms shall have the meanings ascribed to them in the Schedule 13D or Amendment No. 1. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 of the Schedule 13D is hereby amended to add the following: On December 15, 2006, Geokinetics, Avista and Avista Offshore elected to convert certain indebtedness into Preferred Stock pursuant to the Securities Purchase Agreement (the "Conversion"). Avista converted $47,724,513.02 of principal and $1,455,597.65 of interest into 196,720 shares of Preferred Stock and a cash payment of $107.31. Avista Offshore converted $2,710,903.65 of principal and $82,682.56 of interest into 11,174 shares of Preferred Stock and a cash payment of $89.56. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Schedule 13D is hereby amended and replaced with the following: The shares of Common Stock and Preferred Stock held by Avista and Avista Offshore are being held for investment purposes. None of the Filing Parties currently has any plan or proposal to acquire or dispose of additional securities of the Company. The Preferred Stock is entitled, pursuant to the Certificate of Designation of Series B Senior Convertible Preferred Stock (the "Certificate of Designation") of the Company, to a number of votes determined based on a formula contained in the Certificate of Designation. As of November 3, 2006, the Company made effective a reverse stock split of the Common stock whereby holders of the Common Stock received 1 share of Common Stock for every 10 shares they held as of that date. Based on the Company's quarterly report on Form 10-Q/A filled on November 16, 2006, for the fiscal quarter ended September 30, 2006, there were 5,373,643 shares of Common Stock outstanding. The Common Stock and the shares of Preferred Stock acquired by Avista and Avista Offshore are entitled to an aggregate of 31.9% of the total voting power of all currently outstanding shares of Company Common Stock entitled to vote. Additionally, pursuant to the Certificate of Designation, as long as 55,000 shares of Preferred Stock are outstanding, the Filing Parties, as the holders of a majority of the Preferred Stock, exclusively and as a separate class, are entitled to elect a director of the Corporation by a vote of the majority of shares of Preferred Stock. If at anytime Avista and Avista Offshore do not hold of record a sufficient number of shares of Preferred Stock to elect a director pursuant to the Certificate of Designation, then pursuant to the Stock Purchase Agreement, the Board of Directors shall nominate and slate for election at each of the Company's annual meetings of stockholders one director designated by Avista if the 5 Avista and Avista Offshore hold a number of shares of Common Stock and/or Preferred Stock (calculated assuming the conversion of any Preferred Stock held by Avista and Avista Offshore into Common Stock) equal to or greater than (i) 10% of the then outstanding Common Stock or (ii) 25% of the Common Stock the Avista and Avista Offshore are entitled to upon conversion of the Preferred Stock to be acquired by them pursuant to the Stock Purchase Agreement. Although the Filing Parties have no present intention to do so, they may have the ability, as a result of their holding shares of Common Stock and Preferred Stock representing 31.9% of the total voting power of all shares of Company Common Stock entitled to vote, to influence or determine the vote with respect to significant matters involving the Company, including the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. In addition, Mr. Webster, an executive officer and member of the Investment Committee of Avista GP, serves on the board of directors of the Company as its Chairman, and in such capacity may have the ability, on behalf of the Filing Parties, to influence the management policies and control of the Company with the aim of increasing the value of the Company and as a result the Filing Parties' investment. Except as set forth in this Item 4, the Filing Parties have no present plans or proposals that relate to or that would result in any actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act. The Filing Parties reserve the right to change their investment intent. ITEM 5. INTEREST IN SECURITIES OF ISSUER Item 5 of the Schedule 13D is hereby amended and replaced with the following: Pursuant to the Conversion, all the loans under the Subordinated Loan Agreement have been converted into shares of Preferred Stock. Each outstanding share of Preferred Stock may be converted at the option of the majority of the holders of Preferred Stock into shares of Common Stock, at any time. Avista owns a majority of the Preferred Stock and can therefore elect to convert the Preferred Stock into Common Stock at its discretion. The conversion rate is determined by dividing the sum of $250 (the original issue price of the Preferred Stock), plus any accrued but unpaid dividends by the applicable conversion price. As of the date hereof, the applicable conversion price is $25.00 per share (as adjusted pursuant to the Certificate of Designation). The conversion price is subject to adjustment upon subsequent issuances, conversions, splits or reverse splits of the shares of Common Stock made by the Company. At the current conversion price, upon the conversion of the Preferred Stock, Avista would be entitled to 1,967,200 shares of Common Stock and Avista Offshore would be entitled to 111,740 shares of Common Stock. Upon conversion Avista would hold an aggregate of 2,379,233 shares of Common Stock and Avista Offshore would hold an aggregate of 139,208 shares of Common Stock. The Filing Parties have no current intention to convert their shares of Preferred Stock into shares of Common Stock. (a) (1) Avista may be deemed to beneficially own in the aggregate 2,379,233 shares of Common Stock, comprised of 412,033 shares of Common Stock and 196,720 shares of the Preferred Stock which are convertible into 1,967,200 shares of Common Stock of the Company, representing approximately 30.7% of the outstanding shares of the Common Stock. Of 6 such shares, Avista has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 412,033 shares of Common Stock and 196,720 shares of the Preferred Stock as a result of the relationships described in paragraph (b)(1) and (2) below. (2) Avista Offshore may be deemed to beneficially own in the aggregate 139,208 shares of Common Stock, comprised of 27,468 shares of Common Stock and of 11,174 shares of Preferred Stock which are convertible into 111,740 shares of Common Stock of the Company, representing approximately 2.5% of the outstanding shares of the Common Stock. Of such shares, Avista Offshore has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 27,468 shares of Common Stock and 11,174 shares of the Preferred Stock as a result of the relationships described in paragraph (b)(1) and (3) below. (3) Avista GP may be deemed to beneficially own in the aggregate 2,518,441 shares of Common Stock, comprised of 439,502 shares of Common Stock and 207,894 shares of Preferred Stock which are convertible into 2,078,940 shares of Common Stock of the Company, representing approximately 31.9% of the outstanding shares of Common Stock. Of such shares, Avista GP has sole voting and dispositive power with respect to no shares, and shared voting and dispositive power with respect to 439,502 shares of Common Stock and 207,894 shares of the Preferred Stock as a result of the relationships described in paragraphs (b)(1), (2) and (3) below. (b) (1) Of the 207,894 shares of Preferred Stock and 439,502 shares of Common Stock for which Avista GP has shared voting and dispositive power, none of such shares are held of record by Avista GP, 412,033 shares of Common Stock and 196,720 of such shares of Preferred Stock are held of record by Avista and 27,468 shares of Common Stock and 11,174 of such shares of Preferred Stock are held of record by Avista Offshore. Avista GP is the sole general partner of Avista and Avista Offshore and, therefore, may be deemed to be the beneficial owner of the shares of Preferred Stock owned of record by Avista and Avista Offshore. (2) Of the 412,033 shares of Common Stock and 196,720 shares of Preferred Stock for which Avista has shared voting and dispositive power, all of such shares are held of record by Avista. (3) Of the 27,468 shares of Common Stock and 11,174 shares of Preferred Stock for which Avista Offshore has shared voting and dispositive power, all of such shares are held of record by Avista Offshore. Each of the Filing Parties expressly disclaims beneficial ownership with respect to any shares of Common Stock covered by this Statement (or shares of Preferred Stock) not owned by it of record. (c) See Item 4. (d) The right to receive dividends on, and proceeds from the sale of, the shares of Common Stock and Preferred Stock held of record by the applicable Filing Parties and beneficially owned by their respective sole general partner or members, as the case may be, described in paragraphs (a) and (b) above is governed by their respective limited partnership agreements and limited liability regulations, as applicable, of each of such entities, and such dividends or proceeds may be distributed with respect to numerous general and limited partnership or membership interests. (e) Not applicable. 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 18, 2006 AVISTA CAPITAL PARTNERS, L.P. By: AVISTA CAPITAL PARTNERS GP, LLC, its general partner By: /s/ Ben Silbert -------------------------------- Ben Silbert General Counsel 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 18, 2006 AVISTA CAPITAL PARTNERS (OFFSHORE), L.P. By: AVISTA CAPITAL PARTNERS GP, LLC, its general partner By: /s/ Ben Silbert --------------------------------- Ben Silbert General Counsel 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. December 18, 2006 AVISTA CAPITAL PARTNERS GP, LLC By: /s/ Ben Silbert --------------------------------- Ben Silbert General Counsel 10 -----END PRIVACY-ENHANCED MESSAGE-----