-----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, NQQO+8BZnGqgzNGh4Yl0ZxsS1LH7QYf6F6DE0n1d3mLBPtK3Y9Bk3u0YJUJdZxRO PKVqPV9ashHovTLa1C+kkw== 0000950135-04-003489.txt : 20040713 0000950135-04-003489.hdr.sgml : 20040713 20040713170510 ACCESSION NUMBER: 0000950135-04-003489 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040713 GROUP MEMBERS: MELLON HBV ALTERNATIVE STRATEGIES HOLDINGS LLC GROUP MEMBERS: MELLON HBV ALTERNATIVE STRATEGIES LLC GROUP MEMBERS: MELLON HBV COMPANY, LTD. GROUP MEMBERS: MELLON MASTER MULTI-STRATEGY FUND L.P. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MELLON FINANCIAL CORP CENTRAL INDEX KEY: 0000064782 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251233834 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CTR STREET 2: 500 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122345000 FORMER COMPANY: FORMER CONFORMED NAME: MELLON BANK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: MELLON NATIONAL CORP DATE OF NAME CHANGE: 19841014 SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37899 FILM NUMBER: 04912486 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 SC 13D 1 b51195mfsc13d.txt MELLON FINANCIAL CORP SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 SEITEL, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 816074405 (CUSIP Number) CARL KRASIK MELLON FINANCIAL CORPORATION ONE MELLON CENTER PITTSBURGH, PENNSYLVANIA TELEPHONE: 412-234-5222 (Name, address and telephone number of person authorized to receive notices and communications) July 2, 2004 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. CUSIP No. 816074405 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mellon Financial Corporation, I.R.S. No. 25-1233834 - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH (7) SOLE VOTING POWER 142,393,700 (8) SHARED VOTING POWER -0- (9) SOLE DISPOSITIVE POWER 142,393,700 (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,393,700 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 86.1% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 2 of 17 CUSIP No. 816074405 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mellon HBV Alternative Strategies Holdings, LLC, I.R.S. No.45-1542297 - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH (7) SOLE VOTING POWER 142,393,700 (8) SHARED VOTING POWER -0- (9) SOLE DISPOSITIVE POWER 142,393,700 (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,393,700 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 86.1% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON OO - -------------------------------------------------------------------------------- Page 3 of 17 CUSIP No. 816074405 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mellon HBV Alternative Strategies LLC, I.R.S. No. 13-4050836 - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH (7) SOLE VOTING POWER 142,393,700 (8) SHARED VOTING POWER -0- (9) SOLE DISPOSITIVE POWER 142,393,700 (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 142,393,700 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 86.1% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IA - -------------------------------------------------------------------------------- Page 4 of 17 CUSIP No. 816074405 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mellon HBV Company, Ltd., (No I.R.S. No. - Cayman Company) - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH (7) SOLE VOTING POWER 109,515,268 (8) SHARED VOTING POWER , -0- (9) SOLE DISPOSITIVE POWER 109,515,268 (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 109,515,268 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 66.2% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- Page 5 of 17 CUSIP No. 816074405 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Mellon Master Multi-Strategy Fund L.P., I.R.S. No. 75-2995342 - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)[ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH (7) SOLE VOTING POWER 106,736,873 (8) SHARED VOTING POWER -0- (9) SOLE DISPOSITIVE POWER 106,736,873 (10) SHARED DISPOSITIVE POWER -0- - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 106,736,873 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 64.5% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- Page 6 of 17 INTRODUCTORY STATEMENT This Statement is a joint filing which constitutes the initial Schedule 13D filing of Mellon Financial Corporation, Mellon HBV Alternative Strategies Holdings LLC, Mellon HBV Alternative Strategies LLC, Mellon HBV Company, Ltd. and Mellon Master Multi-Strategy Fund L.P., in each case with respect to the Common Stock (as defined below) of Seitel, Inc (the "Company"). ITEM 1. SECURITY AND ISSUER The title of the class of equity securities to which this Statement relates is the common stock of Seitel, Inc. (the "Common Stock"). The principal executive offices of the Company are located at 50 Briar Hollow Lane, West Building, 7th Floor, Houston, Texas 77027. ITEM 2. IDENTITY AND BACKGROUND (a) This Statement is being filed by the following entities: (i) Mellon Financial Corporation. ("MFC") (ii) Mellon HBV Alternative Strategies Holdings LLC ("Holdings") (iii) Mellon HBV Alternative Strategies LLC (the "Adviser") (iv) Mellon HBV Company, Ltd. ("Limited") (v) Mellon Master Multi-Strategy Fund L.P. (the "Fund") Holdings is a wholly owned direct subsidiary of MFC. The Adviser is a wholly owned indirect subsidiary of MFC, a wholly owned direct subsidiary of Holdings and a registered investment adviser under the Investment Advisers Act of 1940. Limited is a wholly owned indirect subsidiary of MFC and a wholly owned direct subsidiary of the Adviser. The Fund is a limited partnership which is exempt from registration as an investment company under the Investment Company Act of 1940. Limited is the general partner of the Fund. Voting and investment power over the securities reported herein as beneficially owned is exercised by the Adviser as investment adviser to the Fund and other funds which do not individually beneficially own more than 5% of the outstanding Common Stock. (b) Each of the entities listed in (a)(i) through (a)(v) above is hereinafter referred to individually as a "Reporting Entity." The business address of the Reporting Entities is: c/o Mellon Financial Corporation One Mellon Center Pittsburgh, Pennsylvania 15258 Page 7 of 17 (d) During the last five years, none of the Reporting Entities has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of the Reporting Entities has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) MFC is organized under the laws of Pennsylvania. Holdings, the Adviser, and the Fund are organized under the laws of Delaware. Limited is organized under the laws of the Cayman Islands. Information with respect to the executive officers and directors of the Reporting Entities is attached as Annex A and Annex B to this Schedule 13D. To the best knowledge of the persons signing this Schedule 13D, during the past five years none of such persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Funds for the purchase of shares listed herein as beneficially owned by the Fund were or will be provided from the assets of the Fund. Funds for the purchase of other shares reported as beneficially owned by the Reporting Entities were or will be provided from the assets of other funds for which the Adviser acts as investment adviser. ITEM 4. PURPOSE OF TRANSACTION. Seitel, Inc. emerged from bankruptcy proceedings on July 2, 2004. As part of its new capitalization, Seitel registered (Registration No. 333-113446) 125,000,000 shares of new common stock (the "Common Stock") and 25,375,683 Common Stock purchase warrants (the "Purchase Warrants"), which were issued to its stockholders of record as of June 25, 2004. Each of the Purchase Warrants is exercisable, at 60 cents per share, for 4.926 shares of Common Stock, until they expire on August 2, 2004. To ensure that the Company would realize gross proceeds of $75,000,000 to the extent the Purchase Warrants are not exercised in full prior to August 2, 2004, Seitel entered into a Standby Funding Commitment Letter Agreement (the "Standby Purchase Agreement"), dated as of January 5, 2004, with HBV Alternative Strategies LLC (on behalf of the Fund and certain other funds and accounts managed by the Adviser (the "Mellon entities")). Pursuant to the Standby Purchase Agreement, the Mellon entities agreed to act as standby purchasers, and in that capacity to purchase, after the Purchase Warrants expire on or prior to August 12, 2004 (the "Guaranty Performance Date"), at 60 cents per share, all shares of Common Stock not sold upon the exercise of the Purchase Warrants. If none of the Purchase Warrants are exercised before they expire, the Mellon entities would be required to purchase all 125,000,000 shares of Common Stock for $75,000,000 in cash. In consideration for the standby purchase obligation, Seitel has agreed to issue 15,037,568 additional warrants to the Mellon entities on the Guaranty Performance Date (the "Standby Warrants"), which will be exercisable, at 72 cents per share (subject to adjustment upon the occurrence of certain events), through July 2, 2011. Page 8 of 17 Under the Standby Purchase Agreement, the Adviser also was granted the right to designate 2 out of 7 directors to serve on reorganized Seitel's board of directors. The Adviser has designated Messrs. Robert J. Simon and Robert Kelley to serve on Seitel's board, effective as of July 2, 2004, when the Company emerged from Chapter 11 bankruptcy proceedings. In addition, the Adviser participated in the selection of a third director (together with the chairman of the board and the official equity committee), Mr. Randell D. Stilley, to serve as an initial director of Seitel. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The Reporting Entities currently have sole voting and dispositive power with respect to 2,356,132 shares of Seitel Common Stock, of which 1,766,132 shares are held by the Fund and the remaining shares are held by other funds or accounts for which the Adviser acts as investment adviser Pursuant to Seitel's Registration Statement and the aforementioned Standby Purchase Agreement, the Reporting Entities may acquire an additional (1) 11,606,306 shares of Seitel Common Stock upon exercise of Purchase Warrants (CUSIP NO. 816074140) issued to Mellon on July 2, 2004; (2) up to 113,393,694 shares of Seitel Common Stock on the Guaranty Performance Date; and (3) 15, 037,568 shares of Seitel Common Stock upon exercise of the Standby Warrants. Of these, the Fund may acquire an additional (1) 8,699,966 shares of Common Stock upon exercise of the Purchase Warrants, (2) up to 84,998,779 shares of Common Stock on the Guaranty Performance Date and (3) 11,271,996 shares upon exercise of the Standby Warrants. On July 2, 2004, Seitel issued to the Mellon entities 2,356,132 shares of new Seitel Common Stock in exchange for previously held shares. In addition, Mellon entities received 2,356,132 Purchase Warrants which, if exercised, would enable them to acquire an additional 11,606,306 shares. If all the Purchase Warrants issued to Mellon and the other shareholders of the Company were exercised, the Reporting Entities' beneficial interest in Seitel's Common Stock would remain at 9.28%. If none of the other shareholders exercise their Purchase Warrants prior to their expiration on August 2, 2004, under the Standby Purchase Agreement Mellon entities will be required to purchase an additional 113,393,694 shares of Seitel on the Guaranty Performance Date. However, even if Mellon entities are not required by Seitel to purchase any additional shares of new Seitel Common Stock under the Standby Purchase Agreement, Mellon entities will receive additional Standby Warrants to purchase 15,037,568 shares (or, on a fully diluted basis 9.10%) of Seitel Common Stock at an exercise price of 72 cents per share (subject to adjustment in certain circumstances). The percentages reported herein assume exercise by the Reporting Entities of the Purchase Warrants and the Standby Warrants issued to them, but no exercise by any other holder of the Purchase Warrants. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Under the Standby Purchase Agreement, Mellon entities are entitled to certain registration rights with respect to the Seitel Common Stock and Standby Warrants. On July 2, 2004, Seitel entered into a registration rights agreement (the "RRA") with Mellon granting Mellon entities two demand registration rights and unlimited piggy-back registration rights to Page 9 of 17 enable them to resell all of the Common Stock and Standby Warrants issued to them. A copy of the RRA is incorporated herein by reference as Exhibit 2. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Title - ----------- ----- 1. Standby Funding Commitment Letter Agreement 2. Registration Rights Agreement
Page 10 of 17 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. This filing is signed by Mellon Financial Corporation on behalf of all Reporting Entities. Dated: July 12, 2004 MELLON FINANCIAL CORPORATION By: /s/ Carl Krasik ---------------------------------- Name: Carl Krasik Title: Associate General Counsel and Secretary Page 11 of 17 Each of the undersigned hereby authorizes Mellon Financial Corporation, in accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as amended (the "1934 Act"), to file, on behalf of the undersigned, any statement required to be signed by the undersigned, on Schedule 13D pursuant to Rule 13d-1 under the 1934 Act and any amendment thereto pursuant to Rule 13d-2 under the 1934 Act. Each of the undersigned represents that it is individually eligible to use Schedule 13D, and acknowledges its responsibility for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such entity contained therein. However, each of the undersigned is not responsible for the completeness or accuracy of the information concerning the other entities making the filing on Schedule 13D unless such undersigned knows or has reason to believe that such information is inaccurate. Date: July 12, 2004 MELLON HBV ALTERNATIVE STRATEGIES MELLON HBV ALTERNATIVE STRATEGIES LLC HOLDINGS LLC /s/ CARL KRASIK /s/ CARL KRASIK ___________________________________ ___________________________________ Name: Carl Krasik Name: Carl Krasik Title: Attorney-in-Fact Title: Attorney-in-Fact MELLON HBV COMPANY LTD HBV MASTER MULTI-STRATEGY FUND LTD. /s/ CARL KRASIK /s/ CARL KRASIK ___________________________________ ___________________________________ Name: Carl Krasik Name: Carl Krasik Title: Attorney-in-Fact Title: Attorney-in-Fact Page 12 of 17 Annex A Executive Officers and Directors of Mellon HBV Alternative Strategies Holdings LLC Mellon HBV Alternative Strategies LLC and Mellon HBV Company, Ltd. (the "Mellon HBV Entities")
TITLE WITH EACH NAME AND BUSINESS ADDRESS MELLON HBV ENTITY PRINCIPAL OCCUPATION William F. Harley, III Manager/Director; Same c/o Mellon HBV Alternative President Strategies LLC 200 Park Avenue, Suite 300 New York, NY 10166-3399 Edward A. Schinik Manager/Director; Same c/o Mellon HBV Alternative Secretary, Treasurer Strategies LLC 200 Park Avenue, Suite 300 New York, NY 10166-3399 John J. Nagorniak Manager/Director Consultant, Foxstone c/o Mellon HBV Alternative Financial, Inc., Strategies LLC Walpole, MA 200 Park Avenue, Suite 300 (consulting firm) New York, NY 10166-3399 Patrick Sheppard Manager/Director Senior Vice President c/o Mellon HBV Alternative and Chief Operating Strategies LLC Officer, Mellon 200 Park Avenue, Suite 300 Institutional Asset New York, NY 10166-3399 Management, Boston, MA (investment management)
Each of the above individuals is a citizen of the United States. Page 13 of 17 Annex B Executive Officers and Directors of Mellon Financial Corporation Directors of Mellon Financial Corporation: DIRECTOR PRINCIPAL OCCUPATION - -------- -------------------- Ruth E. Bruch Senior Vice President and Chief Information Officer, Lucent Technologies, Inc., Murray Hill, NJ (communications networking solutions) Paul L. Cejas Chief Executive Officer, PLC Investments Inc., Miami Beach, FL (investment management) Jared L. Cohon President, Carnegie Mellon University, Pittsburgh, PA (private coeducational research university) Steven G. Elliott Senior Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A., Pittsburgh, PA Ira J. Gumberg President and Chief Executive Officer, J.J. Gumberg Co., Pittsburgh, PA (real estate development and acquisition) Edmund F. Kelly Chairman, Liberty Mutual Group, Boston, MA (insurance) Edward J. McAniff Of Counsel, O'Melveny & Myers, Los Angeles, CA (full-service law firm) Martin G. McGuinn Chairman and Chief Executive Officer, Mellon Financial Corporation; Chairman, President and Chief Executive Officer, Mellon Bank, N.A., Pittsburgh, PA Robert Mehrabian Chairman, President and Chief Executive Officer, Teledyne Technologies Incorporated, Los Angeles, CA (advanced industrial technologies) Seward Prosser Mellon President and Chief Executive Officer, Richard K. Mellon and Sons (investments) and Richard King Mellon Foundation (Philanthropy), Ligonier, PA Mark A. Nordenberg Chancellor, University of Pittsburgh, Pittsburgh, PA (major public research university) Page 14 of 17 James F. Orr III Chairman, The Rockefeller Foundation, New York, NY (philanthropy) David S. Shapira Chairman and Chief Executive Officer, Giant Eagle, Inc., Pittsburgh, PA (retail grocery store chain) William E. Strickland, Jr. President and Chief Executive Officer, Manchester Bidwell Corporation, Pittsburgh, PA (education of inner-city youth and economically disadvantaged individuals) John P. Surma President and Chief Operating Officer, United States Steel Corporation, Pittsburgh, PA (steel manufacturing) Wesley W. von Schack Chairman, President and Chief Executive Officer, Energy East Corporation, Binghamton, NY (energy services company) Executive Officers of Mellon Financial Corporation: NAME PRINCIPAL OCCUPATION - ---- -------------------- Martin G. McGuinn Chairman and Chief Executive Officer, Mellon Financial Corporation; Chairman, President and Chief Executive Officer, Mellon Bank, N.A. Steven G. Elliott Senior Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. James D. Aramanda Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. Stephen E. Canter Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. David F. Lamere Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. Jeffrey L. Leininger Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. Ronald P. O'Hanley Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. James P. Palermo Vice Chairman, Mellon Financial Corporation and Mellon Bank, N.A. Page 15 of 17 Allan P. Woods Vice Chairman and Chief Information Officer, Mellon Financial Corporation and Mellon Bank, N.A. John T. Chesko Vice Chairman and Chief Compliance Officer, Mellon Financial Corporation and Mellon Bank, N.A. Michael A. Bryson Chief Financial Officer, Mellon Financial Corporation; EVP and Chief Financial Officer, Mellon Bank, N.A. Timothy P. Robison Chief Risk Officer, Mellon Financial Corporation; Executive Vice President and Chief Risk Officer, Mellon Bank, N.A. Leo Y. Au Treasurer, Mellon Financial Corporation; Senior Vice President, Manager, Corporate Treasury Group, Mellon Bank, N.A. Michael K. Hughey Senior Vice President and Controller, Mellon Financial Corporation;Senior Vice President, Director of Taxes and Controller, Mellon Bank, N.A. Each of the individuals listed above is a citizen of the United States of America. The business address of each individual listed above is: c/o Mellon Financial Corporation 4826 One Mellon Center Pittsburgh, PA 15258 Page 16 of 17 EXHIBIT INDEX
Exhibit No. Description and Method of Filing 1 Standby Funding Commitment Letter Agreement, incorporated by reference to the Report on Form 8-K filed by Seitel, Inc. on January 12, 2004 2 Registration Rights Agreement, incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1 of Seitel, Inc. No. 333-113446
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