-----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, MYIp0FJGvZUycKK5HjJbDEzuN9KCDtcemEbguHozc4G4NWHeFY3VLkxtC0PhVPLP ZmO08wIjRr25xOl52kGC9Q== 0001129787-07-000028.txt : 20070216 0001129787-07-000028.hdr.sgml : 20070216 20070216175257 ACCESSION NUMBER: 0001129787-07-000028 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070214 FILED AS OF DATE: 20070216 DATE AS OF CHANGE: 20070216 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 10811 S. WESTVIEW CIRCLE STREET 2: BUILDING C, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77043 BUSINESS PHONE: 7138818900 MAIL ADDRESS: STREET 1: 10811 S. WESTVIEW CIRCLE STREET 2: BUILDING C, SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77043 FORMER COMPANY: FORMER CONFORMED NAME: SEISMIC ENTERPRISES INC DATE OF NAME CHANGE: 19870814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAMIN PETER H CENTRAL INDEX KEY: 0000937541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10165 FILM NUMBER: 07632784 BUSINESS ADDRESS: STREET 1: 40 BRIARCLIFF RD CITY: LONGMEADOW STATE: MA ZIP: 01106 BUSINESS PHONE: 6179605570 MAIL ADDRESS: STREET 1: 265 FRANKLIN STREET, 16TH FLOOR CITY: BOSTON STATE: MA ZIP: 02110 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: VA PARTNERS LLC CENTRAL INDEX KEY: 0001129787 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10165 FILM NUMBER: 07632783 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE STREET 2: FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 4153623700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE STREET 2: FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: UBBEN JEFFREY W CENTRAL INDEX KEY: 0001159187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10165 FILM NUMBER: 07632780 BUSINESS ADDRESS: STREET 1: ONE MARITIME PLAZA, SUITE 1400 CITY: SAN FRANCISCO STATE: CA ZIP: 94111 BUSINESS PHONE: 4153623700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, FOURTH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, L.P. CENTRAL INDEX KEY: 0001351069 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10165 FILM NUMBER: 07632782 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ValueAct Capital Management, LLC CENTRAL INDEX KEY: 0001351073 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10165 FILM NUMBER: 07632781 BUSINESS ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 BUSINESS PHONE: 415-362-3700 MAIL ADDRESS: STREET 1: 435 PACIFIC AVENUE, 4TH FLOOR CITY: SAN FRANCISCO STATE: CA ZIP: 94133 4 1 primary_doc.xml PRIMARY DOCUMENT X0202 4 2007-02-14 1 0000750813 SEITEL INC SELA 0000937541 KAMIN PETER H 265 FRANKLIN STREET, 16TH FLOOR BOSTON MA 02110 1 0 1 0 0001129787 VA PARTNERS LLC 435 PACIFIC AVENUE FOURTH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001351069 ValueAct Capital Management, L.P. 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001351073 ValueAct Capital Management, LLC 435 PACIFIC AVENUE, 4TH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 0001159187 UBBEN JEFFREY W 435 PACIFIC AVENUE, FOURTH FLOOR SAN FRANCISCO CA 94133 0 0 1 0 Common Stock, par value $.01 2007-02-14 4 J 0 51201346 0 D 0 I See Footnote Common Stock, par value $.01 2007-02-14 4 J 0 20833 0 D 0 D Common Stock, par value $.01 2007-02-14 4 J 0 20833 0 D 0 I See Footnote Common Stock, par value $.01 2007-02-14 4 J 0 25000 0 D 0 D Common Stock, par value $.01 2007-02-14 4 J 0 25000 0 D 0 I See Footnote Common Stock Purchase Warrants 2007-02-14 4 J 0 15037568 0 D Common Stock, par value $.01 15037568 0 I See Footnote Upon the consummation of the merger contemplated by the Agreement and Plan of Merger, dated as of October 31, 2006 (the "Merger Agreement"), among the Issuer, Seitel Acquisition Corp. and Seitel Holdings, LLC (now known as Seitel Holdings, Inc.) (the "Parent"), and pursuant to the terms of the Merger Agreement, each share of common stock of Seitel, Inc. that was owned by ValueAct Capital Master Fund, L.P. and Parent immediately prior to the effective time of the merger was no longer outstanding and was automatically cancelled and ceased to exist, and no consideration or other payment was paid or delivered in respect therefor. These shares of common stock of the Issuer held by Messrs. Kamin and Spivy were regarded by Messrs. Kamin and Spivy as shares of ValueAct Capital and its affiliates, and Messrs. Kamin and Spivy, ValueAct Capital and Parent elected to treat them as shares of ValueAct Capital and Parent under the Merger Agreement, and as a result such shares were cancelled and ceased to exist, and no consideration or other payment was paid or delivered in respect therefor. Pursuant to the terms of the Merger Agreement, upon the consummation of the merger and pursuant to the terms of the Merger Agreement, the warrant to purchase 15,037,568 shares of the Issuer that was owned by ValueAct Capital Master Fund, L.P. ceased to be outstanding and was automatically cancelled and ceased to exist, and no consideration or other payment was paid or delivered in respect therefor. The reported stock and common stock purchase warrants are owned directly by ValueAct Capital Master Fund, L.P. and may be deemed to be beneficially owned by (i) VA Partners, L.L.C. as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Peter H. Kamin is a director of Seitel, Inc. and Managing Member of VA Partners, L.L.C. and ValueAct Capital Management, LLC. Jeffrey W. Ubben and George F. Hamel, Jr. are Managing Members of VA Partners, L.L.C. and ValueAct Capital Management, LLC. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein. Under an agreement with ValueAct Capital Master Fund, L.P., each of Peter H. Kamin and Gregory P. Spivy is deemed to hold the restricted stock for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners, L.L.C. as General Partner of ValueAct Capital Master Fund, L.P. (ii) ValueAct Capital Management, L.P. as the manager of of ValueAct Capital Master Fund, L.P. and (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P. Peter H. Kamin is a director of Seitel, Inc. and Managing Member of VA Partners, LLC and ValueAct Capital Management, L.P. Jeffrey W. Ubben and George F. Hamel, Jr. are Managing Members of VA Partners, LLC. and ValueAct Capital Management, LLC. Gregory P. Spivy is a director of Seitel, Inc. and Non-Managing Member of VA Partners, LLC. and ValueAct Capital Management, LLC. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therei n. Not a required reportable field. Joint Filer Information: Name: ValueAct Capital Master Fund, L.P., Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: ValueAct Capital Management, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: ValueAct Capital Management, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: VA Partners, L.L.C. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: Jeffrey W. Ubben Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Name: George F. Hamel, Jr. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: Peter H. Kamin Issuer and Ticker Symbol: Seitel, Inc. (SELA) Date of Event Requiring Statement: February 14, 2007 Peter H. Kamin 2007-02-16 VA PARTNERS, L.L.C., By:/s/ George F. Hamel. Jr., Managing Member 2007-02-16 VALUEACT CAPITAL MASTER FUND, L.P., By: VA PARTNERS, L.L.C., its General Partner, By:/s/ George F. Hamel. Jr., Managing Member 2007-02-16 VALUEACT CAPITAL MANAGEMENT, L.P., By: VALUEACT CAPITAL MANAGEMENT, LLC, its General Partner, By:/s/ George F. Hamel. Jr., Managing Member 2007-02-16 VALUEACT CAPITAL MANAGEMENT, LLC, By:/s/ George F. Hamel. Jr., Managing Member 2007-02-16 /s/ Jeffrey W. Ubben 2007-02-16 /s/ George F. Hamel, Jr. 2007-02-16 -----END PRIVACY-ENHANCED MESSAGE-----