EXHIBIT 99.1
MITCHAM INDUSTRIES, INC.
P.O. BOX 1175
HUNSTVILLE, TEXAS 77342-1175
HOUSTON 713/353-4475 HUNSTVILLE 409/291-2277
TELEX 910/880-1090 FAX 409/295-1922
NOTICE OF REDEMPTION April 29,1996
OF REDEEMABLE WARRANTS ISSUED JANUARY 4, 1995
To the holders of Warrants
of Mitcham Industries, Inc.:
Mitcham Industries, Inc. (the "Company"), a Texas corporation, is calling
for redemption on May 29, 1996 (the "Redemption Date") all of its outstanding
redeemable warrants ("Warrants") at a price of $.05 per Warrant ("the
"Redemption Price"), in accordance with Sections 8.5 and 8.6 of the Warrant
Agreement, dated December 19, 1995, between the Company and North American
Transfer Co. (the "Warrant Agent"). Each Warrant entitles the holder thereof
to purchase one share of the Company's Common Stock at $3.50 per share.
THE WARRANTS MUST BE EXERCISED BY 5:00 P.M., EASTERN STANDARD TIME, ON THE
REDEMPTION DATE. AFTER THE REDEMPTION DATE, ALL RIGHTS OF THE HOLDERS OF
WARRANTS SHALL CEASE, EXCEPT ONLY THE RIGHT TO RECEIVE THE REDEMPTION PRICE
FOR EACH WARRANT. THE COMPANY INTENDS TO DEPOSIT WITH THE WARRANT AGENT
BEFORE THE REDEMPTION DATE FUNDS IN THE AMOUNT OF THE AGGREGATE REDEMPTION
PRICE OF THE OUTSTANDING WARRANTS.
Warrants should be presented for exercise or redemption by delivery of the
Warrant certificates to North American Transfer Co., 147 West Merrick Road,
Freeport, New York, 11520, Attn: Mildred Rostolder, by using the enclosed
Letter of Transmittal. If mail is used, registered or certified mail is
suggested. Warrant holders choosing the exercise their Warrants must
complete the subscription form on the reverse side thereof and include with
the Warrant certificate and completed Letter of Transmittal. The shares
issuable upon exercise of Warrants have been registered under the Securities
Act of 1933, as amended. Holders of Warrants returning the Letter of
Transmittal and Warrant certificates should allow adequate time for delivery,
as any Letter of Transmittal and accompanying Warrant certificates received
(not mailed) after the Redemption Date shall be redeemed. If you have any
questions with respect to this redemption, please contact the Warrant Agent
at the address provided above or by telephone at (516) 379-8501, Attn:
Mildred Rostolder. If you wish to receive a copy of the Company's
preliminary prospectus dated April 17, 1995, please call Bob Rios at the
Company at (409) 291-2277.
7
April 29, 1996
Page 2
Very truly yours,
MITCHAM INDUSTRIES, INC.
Billy F. Mitcham, Jr.
President and Chief Executive Officer
Enclosure
Letter of Transmittal
8
LETTER OF TRANSMITTAL
TO TENDER
REDEEMABLE WARRANTS, EACH TO PURCHASE ONE SHARE
OF COMMON STOCK OF
MITCHAM INDUSTRIES, INC.
THE ABILITY TO EXERCISE YOUR WARRANTS
WILL EXPIRE AT 5:00 P.M.
NEW YORK, TIME ON
MAY 29, 1996
For Mail or Hand Delivery to the Warrant Agent at:
North American Transfer Co.
147 West Merrick Road
Freeport, New York 11520
Attn: Mildred Rostolder
Ladies and Gentlemen:
Attached hereto are the following redeemable warrants (the "Warrants"),
each to purchase one share of Common Stock $.01 par value per share ("Common
Stock") of Mitcham Industries, Inc. A Texas corporation (the "Company"), in
the denominations set forth below. The undersigned has read the Notice of
Redemption of the Warrants of the Company dated April 29, 1996 (the "Notice
of Redemption") and hereby irrevocably constitutes and appoints North
American Transfer Co. the true and lawful agent and attorney-in-fact of the
undersigned with respect to such Warrants to deliver the enclosed Warrants
together with all accompanying evidences of transfer and authenticity in
accordance with the action indicated below by the undersigned.
PLEASE FILL IN
- -------------------------------------------------------------------------------------------
No. of Shares of
Common Stock
Name and Address of Registered Holder(s) Warrant Certificate No. purchasable
- -------------------------------------------------------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
Total Number of Warrants
- -------------------------------------------------------------------------------------------
9
Notes: (1) If the name and address as indicated hereon are not correct,
please indicate any changes necessary.
(2) If different warrants are registered in different names, it will
be necessary to complete, sign and transmit as many separate
Letters of Transmittal as there are different registrations of
your Warrants.
THE ABOVE WARRANT CERTIFICATE(S) ARE SURRENDERED TO YOU FOR THE ACTION INDICATED
BELOW (INDICATE CHOICE BY MARKING APPROPRIATE LINE)
_____ A. EXERCISE of __________ (insert number) Warrants for shares of
Common Stock of the Company, as described in the Notice of
Redemption.
_____ B. REDEMPTION of __________ (insert number) Warrants at the price
of $0.05 per Warrant, as described in the Notice of Redemption.
IF NO CHOICE IS INDICATED AND THE EXERCISE PRICE FOR THE WARRANTS IS NOT
TRANSMITTED HEREWITH, THE ABOVE WARRANTS ARE SURRENDERED FOR REDEMPTION.
HOLDERS DESIRING TO EXERCISE WARRANTS MUST COMPLETE AND EXECUTE THE
SUBSCRIPTION FORM ON THE REVERSE SIDE THEREOF AND INCLUDE WITH THIS LETTER OF
TRANSMITTAL AND THE WARRANT CERTIFICATE (WITH THE SUBSCRIPTION FORM DULY
COMPLETED) A CERTIFIED OR CASHIER'S CHECK MADE PAYABLE TO MITCHAM INDUSTRIES,
INC. IN PAYMENT OF THE AGGREGATE EXERCISE PRICE.
THIS LETTER OF TRANSMITTAL AND THE WARRANTS MUST BE RECEIVED BY THE
WARRANT AGENT AT THE LOCATION APPEARING ABOVE BEFORE THE CLOSE OF BUSINESS
(5:00 P.M., EASTERN STANDARD TIME) ON MAY 29, 1996.
Unless otherwise indicated herein under Special Payment Instructions,
please issue and deliver the check for the redemption proceeds of any
Warrants and/or the certificates for the Common Stock for which Warrants are
exercised in the name of the undersigned. Similarly, unless otherwise
indicated under Special Delivery Instructions, please mail the check for the
redemption proceeds of any Warrants and/or the certificates for the Common
Stock for which Warrants are exercised to the undersigned at the address
appearing below the undersigned's signature. In the event that the Special
Payment Instructions and/or the Special Delivery Instructions are completed,
please issue the check for the redemption proceeds of any Warrants and/or the
certificates for the Common Stock for which Warrants are exercised and
deliver said check and/or certificates to, the person or persons so indicated.
SPECIAL PAYMENT INSTRUCTIONS
To be completed ONLY if a check for the
redemption proceeds of any Warrants and/or certificates
for the Common Stock for which Warrants are exercised
are to be issued in the name of someone other than the
undersigned. (See Instructions)
Issue check or
certificates to:
Name. . . . . . . . . . . . . . . . . . . . . . . . . . .
Please Print
Address . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Include Zip code)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Tax Identification or Social Security No.)
SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if a check for the
redemption proceeds of any Warrants and/or certificates
for the Common Stock for which Warrants are exercised
are to be sent to someone other than the undersigned or
to the undersigned at an address other than that
appearing below the undersigned's signature.
Mail check or
certificates to:
Name. . . . . . . . . . . . . . . . . . . . . . . . . . .
Please Print
Address . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Include Zip Code)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Tax Identification or Social Security No.)
10
SIGN HERE
. . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
Signature of Holder(s) or Authorized Agent(s)
(Must be signed by registered holder(s) exactly as
name(s) appear(s) on the register for the Warrants
or by person(s) authorized to become registered
holder(s) by certificates and documents transmitted
herewith. If signature is by attorney, executor,
administrator, trustee or guardian or others acting in
a fiduciary capacity, please set forth full title.
See Instructions.)
Dated: . . . . . . . . . . . . . . . . . . . , 1994
Name(s): . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
(Please Print)
Capacity: . . . . . . . . . . . . . . . . . . . . .
Address: . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .
Telephone Number: . . . . . . . . . . . . . . . . .
(include area code)
Taxpayer identification
number or social security
number: . . . . . . . . . . . . . . . . . . . . . .
PLEASE FOLLOW CAREFULLY THE INSTRUCTIONS ON THE FOLLOWING PAGE
11
INSTRUCTIONS
1. If Warrants are surrendered for exercise, the Warrants must be returned
with Subscription Form on the reverse side thereof completed and executed;
the signature(s) of the registered holder(s) of the Warrants must be
guaranteed by a bank, savings institution or trust company having
membership in an approved signature guarantee medallion program; and
any applicable transfer taxes must be paid.
2. If Warrants are surrendered for exercise or redemption with instructions
to issue Common Stock or check(s) for redemption proceeds, respectively,
in the name(s) of any persons(s) other than the registered holder(s) of
the Warrants, the Warrants must be returned with the Form of Assignment
on the reverse side thereof completed and executed by the registered
holder(s) of the Warrants; the signature(s) of the registered holder(s)
must be guaranteed by a bank, savings institution or trust company having
membership in an approved signature guarantee medallion program; and any
applicable transfer taxes must be paid.
3. In all cases where an instrument of transfer or this Letter of Transmittal
is executed by an officer of a corporation, an attorney, trustee, executor,
administrator, guardian, or other fiduciary, the person so executing must
give his full title in such capacity. Proper evidence of such person's
authority to act in such capacity and to make such transfer or conversion
must accompany the Warrants.
4. In the case of Warrant exercises, no fractional shares or scrip
representing fractional shares will be issued; instead, a check will be
issued in payment of a cash adjustment in respect of a fractional share
interest, if any.
---------------
The delivery of the Warrants to North American Transfer Co. is at the
risk of the holder. If mail is used, registered or certified mail is
suggested.
12