-----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, IZ5bzooxlJ3xYFOm0HQLQpTyX2APBH16WEkN6yBtKTZvyPXmYtn90Ewa5Kv01+kg 8g1Nxod65v1x+Pjjf939+A== 0000750813-96-000006.txt : 19960430 0000750813-96-000006.hdr.sgml : 19960430 ACCESSION NUMBER: 0000750813-96-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960429 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEITEL INC CENTRAL INDEX KEY: 0000750813 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 760025431 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-10165 FILM NUMBER: 96552136 BUSINESS ADDRESS: STREET 1: 50 BRIAR HOLLOW LANE STREET 2: WEST BLDG 7TH FLR CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136271990 MAIL ADDRESS: STREET 1: 50 BRIAR HOLLOW LANE WEST STREET 2: 7TH FLOOR CITY: HOUSTON STATE: TX ZIP: 77027 FORMER COMPANY: FORMER CONFORMED NAME: SEISMIC ENTERPRISES INC DATE OF NAME CHANGE: 19870814 10-K/A 1 1995 FORM 10-K/A FORM 10-K/A SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Fiscal Year Ended December 31, 1995 [Fee Required] [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [No Fee Required] For the transition period to . -------- --------- Commission File No. 0-14488 ------- SEITEL, INC. ------------ (Exact name of registrant as specified in its charter) Delaware 76-0025431 - -------------------------------- ------------------------------------ (State or other jurisdiction (IRS Employer Identification Number) of incorporation or organization) 50 Briar Hollow Lane, 7th Floor West Houston, Texas 77027 - -------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code (713)627-1990 ------------- Securities registered pursuant to Section 12(b) of the Act: Name of Each Exchange Title of Each Class on Which Registered - -------------------------------- ----------------------------- Common Stock, Par Value $.01 New York 9% Convertible Debentures New York Securities registered pursuant to Section 12(g) of the Act: None ---------------- (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ----- The aggregate market value of the voting stock held by non-affiliates of the registrant at March 28, 1996 was approximately $249,131,328. For these purposes, the term "affiliate" is deemed to mean officers and directors of the registrant. On such date, the closing price of the Common Stock on the New York Stock Exchange was $27.50 and there were a total of 9,652,186 shares of Common Stock outstanding. PART III ITEM 10. Directors and Executive Officers of the Registrant - ----------------------------------------------------------- The executive officers and directors of the Company and their ages (as of April 1,1996) and positions with the Company are as follows:
Name Age Position(s) with the Company Director Since - -------------------- --- ---------------------------- -------------- Herbert M. Pearlman 63 Chairman of the Board of Directors 1982 Paul A. Frame 49 Chief Executive Officer, President and Director 1986 Horace A. Calvert 42 Chief Operating Officer, Executive Vice President and Director 1987 David S. Lawi 60 Chairman of the Executive Committee and Director 1982 Walter M. Craig, Jr. 41 Director 1987 William Lerner 62 Director 1985 William L. Lurie 65 Director 1995 John E. Stieglitz 64 Director 1989 Debra D. Valice 39 Chief Financial Officer, Senior Vice President of Finance, Treasurer, Corporate Secretary and Director 1995 Jesse R. Marion 41 President-Seitel Delaware, Inc. and Seitel Data, Ltd. and Director 1995
Herbert M. Pearlman has been Chairman of the Company's Board of Directors since 1987 and served as Chief Executive Officer from 1987 through July 1992. He has served as President, Chief Executive Officer and a Director of Helm Resources, Inc. ("Helm"), an American Stock Exchange listed company with equity interests in diverse businesses, since 1980, and in June 1984, he became Helm's Chairman of the Board. Since March 1984, Mr. Pearlman has been Chairman of Intersystems, Inc. ("Intersystems"), an American Stock Exchange listed company engaged in providing services to the thermoplastic resins industry, the majority of the outstanding stock of which is owned by Helm. Since June 1990, Mr. Pearlman has served as Chairman of Unapix Entertainment, Inc. ("Unapix Entertainment"), a NASDAQ listed company engaged in multi-media entertainment. Since August 1994, he has served as Chairman of the Board of American Business Computer Corp., a NASDAQ listed company engaged in marketing and manufacture of computerized dispensing equipment. Paul A. Frame has been Chief Executive Officer of the Company since July 1992 and President since January 1987. He was Executive Vice President of the Company from January 1985 until his appointment as President. He was hired by the Company in August 1984 as Vice President of Marketing. Horace A. Calvert has been Chief Operating Officer of the Company since July 1992 and Executive Vice President since January 1987. In March 1993, Mr. Calvert was appointed President of DDD Energy, Inc., a wholly-owned subsidiary of the Company engaged in the exploration and development of oil and gas reserves. From January 1985 until his appointment as Vice President in May 1986, he was the Company's Chief Geophysicist. David S. Lawi has been Chairman of the Company's Executive Committee since March 1987. He also was Assistant Secretary of the Company from May 1986 until June 1987 and from June 1989 until July 1993. Mr. Lawi has been Treasurer, Corporate Secretary and a Director of Helm since 1980, and he was its Executive Vice President from 1980 through 1992. Since March 1984, Mr. Lawi has been a Director of Intersystems and, since 1985, he has been Chairman of Intersystems' Executive Committee. Since June 1990, Mr. Lawi has been a Director of Unapix Entertainment and, since January 1993, Chairman of its Executive Committee, its Treasurer and Secretary. Walter M. Craig, Jr. has provided legal and business advice to the Company, from time to time, since 1984. Since 1993, he has been President of the Mezzanine Financial Fund, L.P., a limited partnership engaged in making asset based loans available to small and mid-market companies. He has served as Executive Vice President and Chief Operating Officer of Helm since August 1992. From 1984 to 1992, he was Senior Vice President of Business and Legal Affairs of Helm. Since April 1993, Mr. Craig has been a Director of Unapix Entertainment. William Lerner is Chairman of the Company's Audit Committee and a member of the Company's Compensation and Stock Option Committee. Since January 1990, Mr. Lerner has been engaged in the private practice of law. From May 1990 until December 1990, he was General Counsel to Hon Development Company, a California real estate development company. From June 1986 until December 1989, Mr. Lerner was Vice President and General Counsel of The Geneva Companies, Inc., a financial services company engaged in counseling privately owned middle-market companies. Since 1985, he has been a Director of Helm. Mr. Lerner is also a Director of Rent-Way, Inc., a NASDAQ listed company headquartered in Pennsylvania that operates a chain of rental-purchase stores, and Co-Counsel, Inc., a NASDAQ listed company headquartered in Texas that provides temporary lawyers and paralegals to law departments of large companies and law firms. William L. Lurie was elected as a director of the Company in November 1995. He has been a Director of the Foundation for the Prevention & Early Resolution of Conflicts, a consulting firm, since 1994, was President of this foundation from 1994 until April 1996, and has been Co-Chairman since April 1996. Mr. Lurie has been a Director of Minerals Technologies, Inc. since 1993 and a member of its Compensation Committee. He was Executive Consultant to the Chairman of The Business Roundtable from 1993 to 1994 and President of The Business Roundtable from 1984 to 1993. Prior to that time, Mr. Lurie was Vice President-General Counsel of International Paper Company. He has been a Director of Co-Counsel, Inc. since May 1995, and of Intersystems since November 1995. John E. Stieglitz is Chairman of the Company's Compensation and Stock Option Committee and a member of the Company's Audit Committee. Since 1976, he has been President of Conspectus, Inc., a privately held company engaged in providing services in the area of executive recruitment. Mr. Stieglitz is also a Director of Helm and Intersystems. Debra D. Valice, CPA, is the Company's Chief Financial Officer, Senior Vice President of Finance, Treasurer and Corporate Secretary. From March 1986 until February 1987, she was the Company's Chief Accounting Officer. Ms. Valice was elected as a director of the Company in November 1995. Jesse R. Marion is President of Seitel Delaware, Inc. a wholly-owned subsidiary of the Company which is the general partner of Seitel Data, Ltd., the Company's seismic data subsidiary. Mr. Marion joined the Company in April 1992 as Vice President of Sales. He was appointed President of Seitel Data Corp., then the Company's seismic data subsidiary, from March 1994 until January 1996. He was appointed President of Seitel Delaware, Inc. and Seitel Data, Ltd. in January 1996. Prior to joining the Company in April 1992, Mr. Marion was Executive Vice President-Marketing of First Seismic Corp., a publicly traded seismic data company, from January 1989 until April 1992. Mr. Marion was elected as a director of the Company in November 1995. Directors serve until the next annual meeting of stockholders or until their successors are elected and qualify. Officers serve at the discretion of the Board. James C. Rives, Jr., who resigned as a director of the Company in November 1995, failed to timely file two reports on Form 4, and thereby failed to report on a timely basis four transactions in Company stock. Mr. Rives filed the required Form 4 reporting transactions for the month of May 1995 in August 1995, and filed the required Form 4 reporting transactions for the month of June 1995 in October 1995. Item 11. Executive Compensation - ------------------------------- The following table sets forth certain summary information concerning the compensation awarded to, earned by or paid to the Chief Executive Officer of the Company and each of the four most highly compensated executive officers of the Company other than the Chief Executive Officer (collectively, the "named executive officers") for the years indicated.
- -------------------------------------------------------------------------------------------------------------------------------- SUMMARY COMPENSATION TABLE - -------------------------------------------------------------------------------------------------------------------------------- Long-Term Annual Compensation Compensation ---------------------------------------------- ------------------ Awards Other ------------------ Bonus Annual Stock Options/ All Other Name and Principal Position Year Salary ($) ($)(1) Compensation($)(2) SARs (#) Compensation ($) ----------------------------- -------- ------------ ------------ ------------------- ------------------ ----------------- Paul A. Frame 1995 $139,870 $806,094 $766,456 58,992 $41,358 (3) Chief Executive Officer 1994 $136,193 $955,213 $684,006 292,728 $94,990 and President 1993 $132,612 $422,034 $390,262 212,709 $60,945 Horace A. Calvert 1995 $139,870 $806,094 $766,456 80,806 $41,358 (3) Chief Operating Officer 1994 $136,193 $955,213 $684,006 292,728 $94,990 and Executive Vice President 1993 $132,612 $449,576 $390,262 212,709 $60,945 Herbert M. Pearlman 1995 $121,182 $815,712 -- 99,949 $41,358 (3) Chairman of the 1994 $115,569 $897,141 -- 251,740 $94,990 Board of Directors 1993 $112,861 $544,756 -- 165,677 $60,945 David S. Lawi 1995 $58,823 $407,856 -- 70,926 $41,358 (3) Chairman of the Executive 1994 $56,098 $448,570 -- 166,884 $94,990 Committee 1993 $54,784 $272,378 -- 123,249 $60,945 Jesse R. Marion 1995 $75,000 $2,381 $707,722 25,000 $3,000 (4) President of Seitel Delaware, 1994 $75,000 $6,620 $932,644 30,577 $3,000 Inc. and Seitel Data, Ltd. 1993 $40,000 $16,397 $630,122 10,000 $4,497 - -------------------------------------------------------------------------------------------------------------------------------- (1) Includes bonuses based on the Company's pre-tax profits and, for each of Messrs. Frame and Calvert, bonuses based on the Company's stock performance of $316,667 in 1995. (2) Includes commissions based on sales. (3) Includes amounts paid pursuant to the program (the "Incentive Compensation Program") pursuant to which between 2-1/2% and 5% of the revenue generated annually by seismic creation programs that have fully recouped their direct costs is distributed to certain officers and key employees, and amounts contributed by the Company to its 401(k) Savings Plan (the "401(k) Plan") on behalf of such named executive officers as discretionary and matching contributions. Includes $36,738 contributed by the Company pursuant to its Incentive Compensation Program, and $4,620 contributed by the Company as 401(k) Plan matching contributions. (4) Includes $3,000 contributed by the Company as 401(k) Plan matching contributions.
The following table sets forth certain information with respect to options to purchase Common Stock granted during the year ended December 31, 1995 to each of the named executive officers.
- ------------------------------------------------------------------------------------------------------------------------------------ OPTION/SAR GRANTS IN 1995 - ------------------------------------------------------------------------------------------------------------------------------------ Individual Grants ------------------------------------------------------- Percent Potential Realizable Value Number of of Total at Assumed Annual Rates of Securities Options/SARs Stock Price Appreciation Underlying Granted to Exercise for Option Term (4) Options/SARs Employees or Base Expiration ---------------------------------------------- Name Granted (#) in 1995 Price ($/Sh) Date 0 Percent ($) 5 Percent($) 10 Percent ($) --------------------- -------------- --------- ------------- ------------ ------------- ------------- -------------- Paul A. Frame 1,285 (1) 0.2 $4.13 12/18/96 $29,714 $32,935 $36,297 1,285 (1) 0.2 $4.13 12/18/97 $26,983 $30,382 $33,959 6,422 (1) 0.9 $3.11 04/08/97 $141,353 $152,386 $163,701 50,000 (2) 7.1 $25.13 11/29/05 -- $790,049 $2,002,139 Horace A. Calvert 1,027 (1) 0.1 $2.80 01/27/96 $23,310 $24,619 $25,929 1,541 (1) 0.2 $4.13 12/18/96 $35,634 $39,497 $43,528 9,624 (1) 1.4 $11.25 02/27/96 $153,984 $167,097 $180,209 1,027 (1) 0.1 $2.80 01/27/97 $22,925 $24,432 $25,959 1,541 (1) 0.2 $4.13 12/18/97 $32,359 $36,434 $40,724 6,422 (1) 0.9 $3.11 04/08/97 $141,353 $152,386 $163,701 9,624 (1) 1.4 $11.25 02/27/97 $133,533 $148,797 $164,363 50,000 (2) 7.1 $25.13 11/29/05 -- $790,049 $2,002,139 Herbert M. Pearlman 9,949 (1) 1.4 $11.25 02/27/96 $159,184 $172,740 $186,295 40,000 (3) 5.7 $32.00 12/10/97 -- $174,947 $364,826 50,000 (2) 7.1 $25.13 11/29/05 -- $790,049 $2,002,139 David S. Lawi 5,926 (1) 0.8 $11.25 02/27/96 $94,816 $102,890 $110,964 40,000 (3) 5.7 $32.00 12/10/97 -- $174,947 $364,826 25,000 (2) 3.6 $25.13 11/29/05 -- $395,024 $1,001,069 Jesse R. Marion 25,000 (2) 3.6 $29.13 11/29/05 -- $295,024 $901,069 - ------------------------------------------------------------------------------------------------------------------------------------ (1) The expiration dates of the options listed were extended one year. (2) These options were granted under the Company's 1993 Incentive Stock Option Plan, as amended, and are exercisable starting 12 months after the grant date of November 29, 1995, with 33% of the options granted becoming exercisable at that time and with an additional 33% of the options becoming exercisable on each successive anniversary date, with full vesting occurring on the third anniversary date. The options were granted for a term of 10 years, subject to certain events related to termination of employment. (3) These common stock purchase warrants were granted under the terms of the Company's 1995 Warrant Reload Plan upon the exercise of 40,000 previously granted warrants subject to the Warrant Reload Plan. The common stock purchase warrants were fully exercisable on the date of grant, and will expire on the expiration date of the exercised warrants, subject to certain events related to termination of employment. (4) The values shown are based on the indicated assumed annual rates of appreciation compounded annually. The actual value an executive may realize will depend on the extent to which the stock price exceeds the exercise price of the options or warrants on the date the option or warrant is exercised. Accordingly, the value, if any, realized by an executive will not necessarily equal any of the amounts set forth in the table above. These calculations are not intended to forecast possible future appreciation, if any, of the price of the Company's Common Stock.
The following table sets forth certain information with respect to the exercise of options during the year ended December 31, 1995, and unexercised options held at December 31, 1995, and the value thereof, by each of the named executive officers.
- ------------------------------------------------------------------------------------------------------------------------------------ AGGREGATED OPTION/SAR EXERCISES IN 1995 AND 12/31/95 OPTION/SAR VALUES - ------------------------------------------------------------------------------------------------------------------------------------ Number of Securities Underlying Unexercised Value of Unexercised In-the Shares Options/SARs Money Options/SARs at Acquired at 12/31/95 (#) 12/31/95 ($) on Value -------------------------------- --------------------------------- Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable - ----------------------- ------------- -------------- ------------- -------------- ------------- -------------- Paul A. Frame -- -- 367,118 50,000 $7,481,438 $512,500 Horace A. Calvert -- -- 378,025 50,000 $7,755,071 $512,500 Herbert M. Pearlman 58,707 $1,189,423 245,291 50,000 $3,770,240 $512,500 David S. Lawi 50,305 $990,672 202,863 25,000 $3,287,621 $256,250 Jesse R. Marion 7,083 $111,869 20,994 41,667 $318,665 $419,583 - ------------------------------------------------------------------------------------------------------------------------------------
Employment Arrangements - ----------------------- Agreements with Messrs. Frame, Calvert, Pearlman and Lawi Effective as of January 1, 1991, the Company entered into employment agreements with each of Messrs. Frame, Calvert, Pearlman and Lawi for service in their respective capacities set forth in the listing of directors and executive officers. During 1992, Mr. Pearlman passed the Chief Executive Officer title and duties to Mr. Frame, and Mr. Calvert added the additional title and duties of Chief Operating Officer to those he already held. The employment agreements were not revised for these changes. Each agreement is for a term of five years, renewable each year for an additional year unless either party to the agreement gives notice to the contrary. In accordance with these agreements, Messrs. Frame, Calvert, Pearlman and Lawi receive an annual base salary of $139,870, $139,870, $121,182, and $58,823, respectively. Additionally, each of Messrs. Frame and Calvert receive a 1% commission on the first $12,000,000 in revenues for the year and 1/2% commission on revenues in excess thereof, plus an additional 1/2% commission on revenues over $12,000,000 if at least 40% of the Company's revenues are resale revenues, plus a bonus of 4% of the Company's pre-tax profits (as defined therein). Each of Messrs. Pearlman and Lawi receive an annual bonus of 5% and 2-1/2%, respectively, of the Company's pre-tax profits (as defined). Each of the agreements with Messrs. Frame and Calvert provide that if at any time during the term of such agreement, (i) the employment agreements of Messrs. Pearlman or Lawi are terminated by the Company prior to the stated term thereof, or (ii) Messrs. Pearlman and Lawi resign from the Company's Board of Directors prior to the expiration of the term of their employment agreements, or (iii) the majority of the members of the Company's Board of Directors is no longer nominated and supported by a majority of Messrs. Frame, Calvert, Pearlman and Lawi (each a "Change in Control"), the employee shall have the right to terminate the agreement immediately and receive from the Company all compensation required to be paid during the unexpired term thereof as well as the severance payment described below without any obligation to perform consulting services as described below. The Company believes that the Change in Control provisions in these agreements may tend to discourage attempts to acquire a controlling interest in the Company and may also tend to make the removal of management more difficult. Each agreement provides that if it is not renewed, the Company will pay the employee for two additional years' compensation including his then current base salary plus the average of all commissions and bonuses paid to the employee for the then prior three years. The severance payments are contingent upon the employee remaining available to perform consulting services for the benefit of the Company. Each agreement provides for certain noncompetition and nondisclosure covenants of the employee and for certain Company-paid fringe benefits such as an automobile allowance, disability insurance and inclusion in pension, deferred compensation, profit sharing, stock purchase, savings, hospitalization and other benefit plans in effect from time to time. Bonuses Based On Stock Performance On July 21, 1992, when the stock price was $5.375, the Compensation and Stock Option Committee and the entire Board of Directors approved payment of a one-time $2,500,000 special shareholder value bonus to be divided among Messrs. Frame and Calvert and three other key employees upon the event of the market price of the Company's stock maintaining or exceeding $20.00 per share for at least 90 consecutive days (the "Target Date") at any time before July 21, 1997. The Target Date was achieved in June 1994. The bonus vests equally over the 12 quarters following the Target Date, contingent upon continued full-time employment, except in the event of termination without cause, death or disability in which case the balance of the bonus will be due and payable immediately. On January 27, 1995, the Company's Board of Directors approved a shareholder value incentive bonus under which a cash bonus aggregating $4,000,000 would be paid to all salaried employees if the market price of the Company's stock reaches $60 per share on or before April 30, 1998, and maintains that price for at least 90 consecutive days. This bonus would be shared by all salaried employees on a basis proportionate to their respective compensation ranking in the Company, and it would vest and be paid out in escalating quarterly installments over a three-year period, subject to continued employment with the Company. This shareholder value incentive bonus was approved by Company Shareholders at the 1995 annual meeting. As of April 15, 1996, the market price of the Company's common stock was $27.375 per share. Directors Compensation Outside directors receive an annual fee of $20,000 for serving on the board and are reimbursed for out of pocket expenses for meeting attendance. Directors who are also employees receive no separate compensation for their services as directors. Nonemployee directors also participate in the Non-Employee Directors' Stock Option Plan (the "Plan"), which was approved by Company Shareholders at the 1994 annual meeting. Under the terms of the Plan, each non-employee director receives on the date of each annual meeting during the term of the Plan an option to purchase 1,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on the date of grant. In addition, each non-employee director who is elected or appointed to the Board of Directors for the first time is granted on the date of such election or appointment an option to purchase 5,000 shares of Common Stock at an exercise price equal to the fair market value of the Common Stock on the date of grant. Options granted under the Plan become exercisable one year after the date of grant. All options expire at the earlier of five years after the date of grant, twelve months after the optionee ceases to serve as a director due to death, disability, or retirement at or after age 65, or sixty days after the optionee otherwise ceases to serve as a director of the Company. If a director ceases to serve as such for any reason other than death, disability, or retirement at or after age 65, the option may be exercised only if it was exercisable at the date of such cessation of service. During 1995, William Lerner and John E. Stieglitz were granted 1,000 options each, at an exercise price of $30.00, and William L. Lurie was granted 5,000 options at an exercise price of $25.00. Compensation Committee Interlocks and Insider Participation The Company's Compensation and Stock Option Committee is composed of William Lerner and John E. Stieglitz. In 1995, John Stieglitz invested as a general partner in a partnership for which the Company's subsidiary DDD Energy, Inc. acts as managing partner. See Item 13, Certain Relationships and Related Transactions. Item 12. Security Ownership of Certain Beneficial Owners and Management - ----------------------------------------------------------------------- The following table sets forth certain information regarding the beneficial ownership of the Common Stock, as of April 15, 1996, by (i) persons known to the Company to be beneficial owners of more than 5% of the Common Stock, (ii) each of the Company's directors (iii) each of the named executive officers, and (iv) all directors and executive officers of the Company as a group.
Name and Address Amount and Nature of of Beneficial Owner Beneficial Ownership (1)(2) Percentage of Class - ------------------- ------------------------------- ------------------- Driehaus Capital 831,900 8.6% Management, Inc. 25 East Erie Street Chicago, IL 60611 Horace A. Calvert 535,976 (3) 5.3% 50 Briar Hollow Lane, 7th Floor West Houston, TX 77027 Paul A. Frame, Jr. 517,378 (4) 5.2% 50 Briar Hollow Lane, 7th Floor West Houston, TX 77027 Herbert M. Pearlman 369,719 (5) 3.7% 537 Steamboat Road Greenwich, CT 06830 David S. Lawi 254,576 (6) 2.6% 537 Steamboat Road Greenwich, CT 06830 Debra D. Valice 150,173 (7) 1.5% 50 Briar Hollow Lane, 7th Floor West Houston, TX 77027 Jesse R. Marion 42,938 (8) * 50 Briar Hollow Lane, 7th Floor West Houston, TX 77027 Name and Address Amount and Nature of of Beneficial Owner Beneficial Ownership (1)(2) Percentage of Class - ------------------- ------------------------------- ------------------- Walter M. Craig, Jr. 30,981 (9) * 2 Bridge Avenue Redbank, NJ 07701 William Lerner 9,585 (10) * 423 East Beau Street Washington, PA 15301 John E. Stieglitz 5,000 (10) * Conspectus, Inc. 222 Purchase Street Rye, NY 10580 William L. Lurie 1,000 * 93 Taylor Lane Harrison, NY 10528 All directors and executive officers as a group (10 persons) 1,917,326 (11) 17.4% - --------------------- * Less than 1% (1) Except as otherwise noted, each named holder has, to the best of the Company's knowledge, sole voting and investment power with respect to the shares indicated. (2) Includes shares that may be acquired within 60 days by any of the named persons upon exercise of any right. (3) Includes 23,002 and 355,023 shares which may be acquired from the Company within 60 days upon exercise of options and common stock purchase warrants, respectively. The exercise prices of the options range from $2.80 to $5.57 per share, and the exercise prices of the common stock purchase warrants range from $11.25 to $24.00 per share. (4) Includes 21,719 and 345,399 shares which may be acquired from the Company within 60 days upon exercise of options and common stock purchase warrants, respectively. The exercise prices of the options range from $3.11 to $5.57 per share, and the exercise prices of the common stock purchase warrants range from $13.05 to $24.00 per share. (5) Includes 245,291 shares which may be acquired from the Company within 60 days upon exercise of common stock purchase warrants. The exercise prices of the common stock purchase warrants range from $13.05 to $32.00 per share. (6) Includes 202,863 shares which may be acquired from the Company within 60 days upon exercise of common stock purchase warrants. The exercise prices of the common stock purchase warrants range from $13.05 to $32.00 per share. (7) Includes 10,471 and 83,512 shares which may be acquired from the Company within 60 days upon exercise of options and common stock purchase warrants, respectively. The exercise prices of the options range from $5.57 to $11.30 per share, and the exercise prices of the common stock purchase warrants range from $11.25 to $24.00 per share. (8) Includes 13,333 and 10,577 shares which may be acquired from the Company within 60 days upon exercise of options and common stock purchase warrants, respectively. The exercise prices of the options range from $15.00 to $30.00 per share, and the exercise price of the common stock purchase warrants is $24.00 per share. (9) Includes 30,652 shares which may be acquired from the Company within 60 days upon exercise of common stock purchase warrants. The exercise prices of the common stock purchase warrants range from $30.13 to $32.00 per share. (10) Includes 5,000 shares which may be acquired from the Company within 60 days upon exercise of options at an exercise price of $30.50 per share. (11) Includes an aggregate of 1,351,842 shares which may be acquired from the Company within 60 days upon exercise of 78,525 options and 1,273,317 common stock purchase warrants, respectively, by the group of 10 persons which comprises all executive officers and directors. The exercise prices of the options range from $2.80 to $30.50 per share, and the exercise prices of the common stock purchase warrants range from $11.25 to $32.00 per share.
Item 13. Certain Relationships and Related Transactions - ------------------------------------------------------- On July 21, 1992, the Company granted ten year loans at an interest rate of 4% to most of its employees for purchases of the Company's common stock at the then market price of $5.375 per share. The Company recorded compensation expense of $56,000 related to these loans in 1995. Payments of 5% of the original principal balance plus accrued interest are due annually on August 1, with a balloon payment of the remaining principal and accrued interest due August 1, 2002. The stock certificates are held by the Company as collateral until payment is received. Loans in excess of $60,000 were made to Messrs. Frame and Calvert and Ms. Valice, amounting to $537,500, $537,500 and $134,375, respectively. The largest aggregate amounts of principal and interest outstanding on such loans during 1995 were approximately $502,000, $502,000 and $126,000, respectively. As of April 15, 1996, the aggregate amounts of principal and interest outstanding on such loans were approximately $469,000, $469,000 and $117,000, respectively. The Company's wholly-owned subsidiary DDD Energy, Inc. ("DDD Energy"), which acquires and develops non-operating interests in mineral properties, acts as managing partner of a general partnership (the "1995 Partnership"). The 1995 Partnership was formed to permit officers, directors and employees of the Company and its subsidiaries, and members of their immediate families, who are accredited investors to invest in mineral interests as general partners ("Contributing General Partners") in the 1995 Partnership. The 1995 Partnership is a blind pool which invested partnership funds throughout the year in mineral interests. Pursuant to the partnership agreement governing the 1995 Partnership, DDD Energy agreed to use its reasonable efforts to allow the 1995 Partnership to invest, along with DDD Energy, in all non-operating mineral interests in which DDD Energy invested during 1995, and the 1995 Partnership was obligated to invest in all interests in which DDD Energy invested (to the extent allowed by the sellers of such interests) until funds of the 1995 Partnership allocated to acquisitions were exhausted. Pursuant to the partnership agreement, the amount of the investment of the 1995 Partnership equals five percent of the total investment in each such mineral interest made by the 1995 Partnership and DDD Energy. DDD Energy determines the amount that it desires to invest in a particular mineral interest, and then adds the amount to be invested by the 1995 Partnership to determine the total level of investment by DDD Energy and the 1995 Partnership. Therefore, DDD Energy does not forego any opportunity to invest in transactions by allowing the 1995 Partnership to invest with DDD Energy. All sums required for the 1995 Partnership to acquire such interests and pay costs related to such interests thereafter are provided by the Contributing General Partners, and no funds for the 1995 Partnership's investments are provided by DDD Energy or the Company. During 1995, the Contributing General Partners contributed an aggregate of $866,500 to the 1995 Partnership. Paul A. Frame, Horace A. Calvert, Herbert M. Pearlman, David S. Lawi, Debra D. Valice, Jesse R. Marion, John E. Stieglitz, Julia L. Pearlman (child of Herbert Pearlman), Lee R. Pearlman (child of Herbert Pearlman), Lawrence Marolda (child of Herbert Pearlman), Nicole E. Lawi (child of David Lawi) and Neil A. Lawi (child of David Lawi) have 11.5%, 11.5%, 13.9%, 9.2%, 8.7%, 5.8%, 3.5%, 1.2%, 1.2%, 1.2%, 1.2% an 1.2% general partnership interests, respectively, in the 1995 Partnership. DDD Energy acts a managing partner of a similar partnership relating to the non-operating mineral interest in which it will invest in 1996 (the "1996 Partnership"). The amount of the investment of the 1996 Partnership will equal three percent of the total investment in each such mineral interest made by the 1996 Partnership and DDD Energy. Officers, directors and employees of the Company and its subsidiaries, and members of their immediate families, have contributed $702,000 to the 1996 Partnership. Paul A. Frame, Horace A. Calvert, Herbert M. Pearlman, David S. Lawi, Debra D. Valice, William L. Lurie, Sheryl Pearlman (wife of Herbert Pearlman), Julia L. Pearlman, Lee R. Pearlman, Lawrence Marolda, Nicole E. Lawi and Neil A. Lawi have 14.3%, 14.3%, 13.5%, 11.4%, 10.7%, 7.1%, 3.6%, 1.4%, 1.4%, 1.4%, 1.4% and 1.4% general partnership interests, respectively, in the 1996 Partnership. SIGNATURE --------- Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 26th of April 1996. SEITEL, INC. By: /s/ Paul A. Frame ---------------------------------------- Paul A. Frame, President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----