-----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, FAw9Zb5tWTUpDxsQxCCluJnlBHRsbksBUe9VNX73XxJdHUodiVmEfW18gpMJX5Dk +rnGTI5gqRdEdesVRF/dIw== 0000893750-97-000097.txt : 19970305 0000893750-97-000097.hdr.sgml : 19970305 ACCESSION NUMBER: 0000893750-97-000097 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970304 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DEEPTECH INTERNATIONAL INC CENTRAL INDEX KEY: 0000890647 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 760289338 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-45413 FILM NUMBER: 97550426 BUSINESS ADDRESS: STREET 1: 7500 TEXAS COMMERCE TOWER STREET 2: 600 TRAVIS ST CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132247400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CITICORP CENTRAL INDEX KEY: 0000020405 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 132614988 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 399 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10043 BUSINESS PHONE: 2125591000 MAIL ADDRESS: STREET 1: 425 PARK AVE- 2ND F STREET 2: ATTN: LEGAL AFFAIRS OFFICE CITY: NEW YORK STATE: NY ZIP: 10043 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL CITY CORP DATE OF NAME CHANGE: 19740414 FORMER COMPANY: FORMER CONFORMED NAME: CITY BANK OF NEW YORK NATIONAL ASSOCIATI DATE OF NAME CHANGE: 19680903 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* DeepTech International Inc. - ------------------------------------------------------------------------------ (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 24379P107 -------------- (CUSIP Number) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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 (however, see the Notes). CUSIP No. 24379P 10 7 13G Page 2 of 11 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citicorp 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/ (b) /__/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 0 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 1,312,500 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 8 SHARED DISPOSITIVE POWER 1,312,500 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,312,500 (Not to be construed as an admission of beneficial ownership) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/__/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.72% 12 TYPE OF REPORTING PERSON* HC *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 24379P 10 7 13G Page 3 of 11 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citicorp (USA), Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/ (b) /__/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 0 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 946,875 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 0 PERSON WITH 8 SHARED DISPOSITIVE POWER 946,875 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 946,875 (Not to be construed as an admission of beneficial ownership) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/__/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.85% 12 TYPE OF REPORTING PERSON* BK *SEE INSTRUCTION BEFORE FILLING OUT! CUSIP No. 24379P 10 7 13G Page 4 of 11 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Citicorp North America Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /__/ (b) /__/ 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 365,625 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 365,625 OWNED BY EACH 7 SOLE DISPOSITIVE POWER REPORTING 365,625 PERSON WITH 8 SHARED DISPOSITIVE POWER 365,625 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 365,625 (Not to be construed as an admission of beneficial ownership) 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*/__/ 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.87% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTION BEFORE FILLING OUT! Item 1(a) Name of Issuer: DeepTech International Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 7500 Texas Commerce Tower Houston, Texas 77002 Item 2(a) Name of Persons Filing: Citicorp Citicorp (USA), Inc. Citicorp North America Inc. Item 2(b) Address of Principal Business Office or, if none, Residence: 399 Park Avenue New York, New York 10153 Item 2(c) Citizenship: Citicorp is incorporated under the laws of Delaware. Citicorp (USA), Inc. is incorporated under the laws of Delaware. Citicorp North America Inc. is incorporated under the laws of Delaware. Item 2(d) Title of Class of Securities: Common Stock, par value $.01 per share Item 2(e) CUSIP No.: 24379P 10 7 Item 3 If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a: Citicorp: HC Citicorp (USA), Inc.: BK Citicorp North America Inc.: CO Item 4 Ownership: (a) Amount Beneficially Owned: Citicorp: 1,312,500 shares 1 Citicorp (USA), Inc.: 946,875 shares 2 Citicorp North America Inc.: 365,625 shares 3 (b) Percent of Class: Citicorp: 6.72% Citicorp (USA), Inc.: 4.85% Citicorp North America Inc.: 1.87% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: Citicorp: 0 shares Citicorp (USA), Inc.: 0 shares Citicorp North America Inc.: 365,625 shares (ii) Shared power to vote or to direct the vote: Citicorp: 1,312,500 Citicorp (USA), Inc.: 946,875 Citicorp North America Inc.: 365,625 (iii) Sole power to dispose or to direct the disposition of: Citicorp: 0 Citicorp (USA), Inc.: 0 Citicorp North America Inc.: 365,625 (iv) Shared power to dispose or to direct the disposition of: Citicorp: 1,312,500 shares Citicorp (USA), Inc.: 946,875 shares Citicorp North America Inc.: 365,625 shares 1 All of the 1,312,500 shares reported as beneficially owned by Citicorp are shares of Common Stock, par value $.01 per share ("Common Stock") owned by Citicorp (USA), Inc. and Citicorp North America Inc., as described in notes 2 and 3 below. 2 All of the 946,875 shares reported as beneficially owned by Citicorp (USA), Inc. are shares of Common Stock which Citicorp (USA), Inc. has the right to acquire by the exercise of warrants and payment to the Issuer of the related exercise price. 3 Of the 365,625 shares reported as beneficially owned by Citicorp North America Inc., 50,000 shares are shares of Common Stock and 315,625 are shares of Common Stock which Citicorp North America Inc. has the right to acquire by the exercise of warrants and payment to the Issuer of the related exercise price. Item 5 Ownership of Five Percent or Less of a Class: Not applicable Item 6 Ownership of More Than Five Percent on Behalf of Another Person: Not applicable Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Citicorp (USA), Inc. is a wholly-owned indirect subsidiary of Citicorp. Citicorp North America Inc. is a wholly-owned direct subsidiary of Citicorp. Item 8 Identification and Classification of Members of the Group: Citicorp: HC Citicorp (USA), Inc.: BK Citicorp North America Inc.: CO Item 9 Notice of Dissolution of Group: Not applicable Item 10 Certification: Not applicable 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. Date: February 24, 1997 CITICORP /s/ Franklin G. Burnside ---------------------------- Title: Senior Vice President CITICORP (USA), INC. /s/ Gordon D. Treco ---------------------------- Title: Vice President CITICORP NORTH AMERICA INC. /s/ John P. Reilly ---------------------------- Title: Vice President EXHIBITS Exhibit 1 Joint Filing Agreement Exhibit 1 JOINT FILING AGREEMENT We, the signatories of the statement on Schedule 13G to which this Agreement is attached, do hereby agree that such statement is, and any amendments thereto filed by any of us will be, filed on behalf of each of us. Dated: February 24, 1997 CITICORP /s/ Frank G. Burnside ---------------------------- Title: Senior Vice President CITICORP (USA), INC. /s/ Gordon D. Treco ---------------------------- Title: Vice President CITICORP NORTH AMERICA INC. /s/ John P. Reilly ---------------------------- Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----