SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 31, 1996
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3-D GEOPHYSICAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 33-99240 13-3841601
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
7076 South Alton Way, Building H, Englewood, Colorado 80112
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 741-3700
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(Former name or former address, if changed since last report.)
The Exhibit Index appears on Page 5
Page 1 of pages.
ITEM 5. OTHER EVENTS.
On May 31, 1996, the Registrant acquired from the manufacturer
thereof, Input/Output, Inc. (Input/Output"), seismic data acquisition equipment
(the "Equipment") for an aggregate of approximately $8,500,000 in cash and
refinanced certain conditional sales agreements with Input/Output for an
additional $4,500,000 of equipment. The Equipment will be used in the ordinary
course of the Registrant's business.
A portion of the purchase price for the Equipment and the
funds for the refinancing were paid from the proceeds of a $15 million term loan
(the "Term Loan") from First Interstate Bank of Texas, N.A. (the "Bank")
pursuant to a Loan Agreement between the Registrant and the Bank, dated as of
May 29, 1996 (the "Loan Agreement"). The Registrant plans to utilize the
remaining $3 million under the Term Loan to fund future capital expenditures.
The Term Loan is payable, with certain limited exceptions, in equal monthly
installments through July 31, 1999. The Term Loan bears interest at an annual
rate equal to the prime rate plus 1% and is secured by a lien on the
Registrant's accounts, accounts receivable, equipment, machinery, fixtures,
inventory, goods, chattel paper, documents, instruments, investment property,
general intangibles, and other personal property, whether then owned or
thereafter acquired, and all products and proceeds thereof, and by guarantees by
each of the Registrant's subsidiaries. The Loan Agreement also provides for a $3
million revolving credit loan (the "Revolving Credit Loan") which may be drawn
down from time to time through May 29, 1997 in an amount of up to 70% of the
Registrant's "Eligible Accounts" (as defined in the Loan Agreement). The rate of
interest and the security for the Revolving Credit Loan are the same as those
described above for the Term Loan. In addition to certain customary affirmative
covenants, the Loan Agreement contains restrictions on the Registrant with
respect to (i) incurring Debt (as defined), incurring or permitting to exist
Liens (as defined) on its property assets or revenues, (iii) declaring or paying
any dividends or other distributions on its capital stock (or acquiring any of
its capital stock), (iv) issuing capital stock, (v) entering into transactions
with affiliates, (vi) disposing of assets, and (vii) with respect to certain
other matters, and contains certain financial covenants. The foregoing summary
of the Loan Agreement is qualified in its entirety by reference to the Loan
Agreement and other agreements relating thereto, copies of which are attached as
exhibits to this Current Report on Form 8-K.
Page 2 of pages.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
10.1 Loan Agreement between 3-D Geophysical, Inc. and
First Interstate Bank of Texas, N.A., dated as of May
29, 1996.
10.2 Security Agreement between 3-D Geophysical, Inc.
and First Interstate Bank of Texas, N.A., dated as of
May 29, 1996.
10.3 Security Agreement between Northern Geophysical of
America, Inc. and First Interstate Bank of Texas,
N.A., dated as of May 29, 1996.
10.4 Security Agreement between Paragon Geophysical, Inc.
and First Interstate Bank of Texas, N.A., dated as of
May 29, 1996.
10.5 Security Agreement between Geoevaluaciones S.A. de
C.V. and First Interstate Bank of Texas, N.A., dated
as of May 29, 1996.
10.6 Guaranty Agreement by Northern Geophysical of
America, Inc. in favor of First Interstate Bank of
Texas, N.A., dated as of May 29, 1996.
10.7 Guaranty Agreement by Paragon Geophysical ,Inc. in
favor of First Interstate Bank of Texas, N.A., dated
as of May 29, 1996.
10.8 Guaranty Agreement by Geoevaluaciones S.A. de C.V. in
favor of First Interstate Bank of Texas, N.A., dated
as of May 29, 1996.
Page 3 of pages.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF
1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY
THE UNDERSIGNED THEREUNTO DULY AUTHORIZED.
3-D GEOPHYSICAL, INC.
BY:/S/ JOHN D. WHITE, JR.
Name: John D. White, Jr.
Title: Executive Vice President
Date: June ___, 1996
Page 4 of pages.
EXHIBIT INDEX
Exhibit Page
10.1 Loan Agreement between 3-D Geophysical, Inc. and
First Interstate Bank of Texas, N.A., dated as of
May 29, 1996.
10.2 Security Agreement between 3-D Geophysical, Inc.
and First Interstate Bank of Texas, N.A., dated as
of May 29, 1996.
10.3 Security Agreement between Northern Geophysical of
America, Inc. and First Interstate Bank of Texas,
N.A., dated as of May 29, 1996.
10.4 Security Agreement between Paragon Geophysical,
Inc. and First Interstate Bank of Texas, N.A.,
dated as of May 29, 1996.
10.5 Security Agreement between Geoevaluaciones S.A. de
C.V. and First Interstate Bank of Texas, N.A.,
dated as of May 29, 1996.
10.6 Guaranty Agreement by Northern Geophysical of
America,Inc. in favor of First Interstate Bank of
Texas, N.A., dated as of May 29, 1996.
10.7 Guaranty Agreement by Paragon Geophysical ,Inc. in
favor of First Interstate Bank of Texas, N.A.,
dated as of May 29, 1996.
10.8 Guaranty Agreement by Geoevaluaciones S.A. de C.V.
in favor of First Interstate Bank of Texas, N.A.,
dated as of May 29, 1996.
Page 5 of pages.