-----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, P0xTCUBIHPzYymo1t0lfzndbnV7GUZ7A08qKeAVxdvni0bCuyN5o/oO1FHTBIgFS wr7NruekrPPBuGMjaUdDxw== 0000950129-98-005022.txt : 19981215 0000950129-98-005022.hdr.sgml : 19981215 ACCESSION NUMBER: 0000950129-98-005022 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981214 GROUP MEMBERS: ISSAM M. FARES GROUP MEMBERS: PEBBLETON CORP N V SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OYO GEOSPACE CORP CENTRAL INDEX KEY: 0001001115 STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829] IRS NUMBER: 760447780 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-52075 FILM NUMBER: 98769049 BUSINESS ADDRESS: STREET 1: 7334 N GESSNER RD CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: 7139399700 MAIL ADDRESS: STREET 1: 9777 W GULF BANK ROAD SUITE 5 CITY: HOUSTON STATE: TX ZIP: 77040 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PEBBLETON CORP N V CENTRAL INDEX KEY: 0001072022 STANDARD INDUSTRIAL CLASSIFICATION: [] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: PIETERMAAI 15 CURACAO CITY: NETHERLANDS ANTILLES STATE: P8 MAIL ADDRESS: STREET 1: PIETERMAAI 15 CURACAO CITY: NETHERLANDS ANTILLES STATE: P8 SC 13D 1 PEBBLETON CORPORATION N.V. FOR OYO GEOSPACE CORP. 1 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 OYO GEOSPACE CORPORATION (Name of Issuer) -------------------------- COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) -------------------------- 671074 10 2 (CUSIP Number) MR. RICHARD E. BLOHM, JR. 1415 LOUISIANA STREET HOUSTON, TEXAS 77002 (713) 739-6500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) with a copy to: MR. JOHN R. BRANTLEY BRACEWELL & PATTERSON, L.L.P. 711 LOUISIANA STREET, SUITE 2900 HOUSTON, TEXAS 77002 713-223-2900 -------------------------- DECEMBER 3, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report this acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: [ ] The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. -------------------------- Page 1 of 11 Pages 2 CUSIP NO.: 671074 10 2 ----------- SCHEDULE 13D ================================================================================ 1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER Pebbleton Corporation N.V. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands Antilles - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 464,900 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 464,900 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 464,900 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.75% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO ================================================================================ 3 CUSIP NO.:671074 10 2 ----------- SCHEDULE 13D ================================================================================ 1 NAME OF REPORTING PERSON; S.S. OR IRS IDENTIFICATION NUMBER Issam M. Fares - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS AF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Lebanese - -------------------------------------------------------------------------------- 7 Sole Voting Power 0 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 464,900 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 464,900 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 464,900 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.75% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN ================================================================================ 4 STATEMENT ON SCHEDULE 13D Introductory Note: All information herein with respect to OYO Geospace Corporation, a Delaware corporation is to the best knowledge and belief of the Reporting Persons, as defined herein. ITEM 1. SECURITY AND ISSUER. This Statement on Schedule 13D relates to the common stock, par value $.01 per share of OYO Geospace Corporation, a Delaware corporation ("Issuer"). The principal executive offices of the Issuer are located at 12750 South Kirkwood Street, Suite 200, Stafford, Texas 77477. ITEM 2. IDENTITY AND BACKGROUND. This Statement is filed (i) by Pebbleton Corporation, N.V., a corporation organized under the laws of the Netherlands Antilles ("Pebbleton"), and (ii) by Mr. Issam M. Fares, an individual (together with Pebbleton, the "Reporting Persons"). The address of the principal business offices of Pebbleton and the address of Mr. Fares is Pietermaai 15, Curacao, Netherlands Antilles. N.V. Fides, a Netherlands Antilles corporation, functions as a Managing Director of Pebbleton in order to comply with Netherlands Antilles regulations requiring resident directors. There are no other officers or directors of Pebbleton. The filing of this statement on Schedule 13D shall not be construed as an admission that N.V. Fides is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended (the "Act"), the beneficial owner of any securities covered by this statement. Neither Pebbleton nor Mr. Fares, nor to the knowledge of the Reporting Persons, N.V. Fides, has been during the last five years (a) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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, United States federal or state securities laws or finding any violations with respect to such laws. Because each of Pebbleton and Mr. Fares resides outside of the United States, the Reporting Persons have requested WEDGE Group Incorporated, a corporation organized under the laws of the State of Delaware ("Wedge"), to advise the Reporting Persons with respect to acquisition, holding, voting and disposition strategies regarding the Common Stock of the Issuer. Mr. Fares is the ultimate beneficial owner of all of the outstanding capital stock of each of Pebbleton and Wedge. The address of the principal business offices of Wedge is 1415 Louisiana Street, Houston, Texas 77002. Wedge owns no shares of Common Stock of the Issuer. The filing of this statement on Schedule 13D shall not be construed as an admission that Wedge is, for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owner of any securities covered by this statement. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The source of the funds used for the purchases of the Common Stock by Pebbleton was working capital on hand. ITEM 4. PURPOSE OF THE TRANSACTION. The purchases of the Common Stock of the Issuer were made on The Nasdaq Stock Market, Inc., the principal market in which shares of the Issuer's Common Stock are traded, and such acquisitions were made for investment purposes. 5 The Reporting Persons intend to monitor their investment in the Issuer on a continuing basis in the ordinary course of business and, depending upon the price of, and other market conditions relating to the Common Stock, subsequent developments affecting the Issuer, the Issuer's business and prospects, other investment and business opportunities available to the Reporting Persons, general stock market and economic conditions (including the price of oil and natural gas), tax considerations and other factors deemed relevant, may decide to increase or decrease the size of their investment in the Issuer. At present, however, none of the Reporting Persons has specific plans or proposals which would relate to or result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) any actions similar to those enumerated above. The Reporting Persons reserve the right to formulate specific plans or proposals with respect to, or to change their intentions regarding, any or all of the foregoing. Wedge, at the request and on behalf of the Reporting Persons, may from time to time discuss with management, other stockholders of the Issuer and other parties methods by which the Issuer can best preserve and increase its value during a difficult time for the oil and gas industry, characterized by low oil prices and decreased capital spending by exploration and production companies. Such methods may involve expansion or contraction of the geographic scope of the Issuer's operations, strategic alliances, business combinations, cost containment measures and other similar arrangements. If as a result of such discussions, the Reporting Persons decide to pursue any of the methods for preserving and increasing the value of the Issuer described herein, the consummation thereof could involve transactions in the nature of those described in paragraphs (a) through (j) above. 6 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) As set forth herein, Pebbleton owns 464,900 shares of Common Stock of the Issuer, which represents approximately 8.75% of the outstanding Common Stock (based on the number of shares of Common Stock outstanding as of June 30, 1998, as represented by the Issuer in its Form 10-Q for the quarter ended June 30, 1998, as filed with the Securities and Exchange Commission on August 6, 1998). See Item 4. (b) Mr. Fares may be deemed to beneficially own and thereby share voting and dispositive power over the shares of Common Stock described herein which are held by Pebbleton. See Item 2. (c) Set forth in Exhibit A to this Statement on Schedule 13D is a list of all transactions effected in the Issuer's Common Stock within the past sixty (60) days, including (i) the identity of the person effecting transactions in the Issuer's Common Stock; (ii) the date of the transaction; (iii) the amount of securities involved; (iv) the price per share of Common Stock; and (v) where and how the transaction was effected. Other than the transactions described herein, none of the Reporting Persons nor to the knowledge of the Reporting Persons, any of their officers or directors, has effected any transactions in the Common Stock during the preceding sixty days. ITEM 6. MATERIAL TO BE FILED AS EXHIBITS. Exhibit A Transactions in the Common Stock Exhibit B Power of Attorney from Issam M. Fares and Pebbleton Corporation N.V. Exhibit C Joint Filing Agreement 7 SIGNATURES After reasonable inquiry and to the best of the undersigned's knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct. Dated: December 14, 1998. PEBBLETON CORPORATION N.V. By: Issam M. Fares, Managing Director By: /s/ Richard E. Blohm, Jr. ----------------------------------- Richard E. Blohm, Jr. Attorney in Fact Dated: December 14, 1998. Issam M. Fares By: /s/ Richard E. Blohm, Jr. ----------------------------------- Richard E. Blohm, Jr. Attorney in Fact 8 INDEX TO EXHIBITS Exhibit A Transactions in the Common Stock Exhibit B Power of Attorney from Issam M. Fares and Pebbleton Corporation N.V. Exhibit C Joint Filing Agreement EX-99.A 2 TRANSACTIONS IN THE COMMON STOCK 1 EXHIBIT A TRANSACTIONS IN THE COMMON STOCK With respect to the transactions set forth below, all purchases were made by Pebbleton Corporation N.V. and were effected on The Nasdaq Stock Market, Inc., the exchange on which the shares of Common Stock of OYO Geospace Corporation are traded during the 60 days prior to the filing of this Statement on Schedule 13D. DATE OF PURCHASE NUMBER OF SHARES PRICE PER SHARE PURCHASED ($) 10/26/98 62,000 11.1250 12/03/98 9,400 9.3750 12/03/98 2,500 9.1250 12/03/98 156,000 8.5000 12/04/98 13,000 8.3125 12/04/98 37,000 8.3750 12/07/98 80,000 8.1250 A-1 EX-99.B 3 POWER OF ATTORNEY 1 EXHIBIT B POWER OF ATTORNEY The undersigned does hereby make, constitute and appoint William H. White, Nijad I. Fares and Richard E. Blohm, Jr., and each of them severally, the undersigned's true and lawful attorney or attorneys (hereinafter referred to individually as "Attorney" or collectively as "Attorneys") with power to act for the undersigned and in the undersigned's name, place and stead, with or without the other and with full power of substitution and resubstitution, for the sole purpose of executing, making, declaring, certifying and filing on behalf of the undersigned with the Securities and Exchange Commission, and other appropriate governmental or private entities, any and all statements, reports and other information required to be filed by the undersigned under the Securities Exchange Act of 1934, as amended, or other state or federal statutes, by virtue of or relating to the undersigned's beneficial ownership of voting securities of OYO Geospace Corporation (the "Company"), including without limitation any Schedule 13D, any and all amendments to any such schedule, any Joint Filing Agreement and any and all amendments thereto, and all other documents and information incidental or related thereto required to be executed, made or filed by the undersigned, in the form and manner in which such Attorneys or any of them deem necessary, appropriate, convenient or desirable to be done pursuant to and in accordance with the authorization contained in this Power of Attorney, as fully and to all intents and purposes as the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of the Attorneys and each of them. IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney on December 4, 1998. /s/ Issam M. Fares ------------------------------------ Issam M. Fares Pebbleton Corporation, N.V. By /s/ Issam M. Fares ---------------------------------- Issam M. Fares, Managing Director B-1 EX-99.C 4 JOINT FILING AGREEMENT 1 EXHIBIT C JOINT FILING AGREEMENT The undersigned each agree that (i) the Statement on Schedule 13D relating to the Common Stock, $.01 par value, of OYO Geospace Corporation is adopted and filed on behalf of each of them, (ii) all future amendments to such Statement on Schedule 13D will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligation to jointly file future amendments to such Statement on Schedule 13D as to any of the undersigned upon such person giving written notice thereof to the other person signatory hereto, at the principal office thereof. IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the date set forth below. Dated: December 14, 1998. PEBBLETON CORPORATION N.V. By Issam M. Fares, Managing Director By:/s/ Richard E. Blohm, Jr. --------------------------------- Name: Richard E. Blohm, Jr. Title: Attorney-in-Fact Dated: December 14, 1998. ISSAM M. FARES By:/s/ Richard E. Blohm, Jr. --------------------------------- Name: Richard E. Blohm, Jr. Title: Attorney-in-Fact C-1 -----END PRIVACY-ENHANCED MESSAGE-----