-----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, QPuGEC9NM8mhoT0F8HmddwOAywwxZzZVBDEr4iB2kGBnFXTq97Y2UMa9il/nS01g WXLzwdydNoraNoUyTvUcuw== 0001104659-04-038207.txt : 20041202 0001104659-04-038207.hdr.sgml : 20041202 20041202170558 ACCESSION NUMBER: 0001104659-04-038207 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041130 FILED AS OF DATE: 20041202 DATE AS OF CHANGE: 20041202 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GEOKINETICS INC CENTRAL INDEX KEY: 0000314606 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 941690082 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8401 WESTHEIMER STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77063 BUSINESS PHONE: 7138507600 MAIL ADDRESS: STREET 1: 8401 WESTHEIMER STREET 2: SUITE 150 CITY: HOUSTON STATE: TX ZIP: 77063 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WEBSTER STEVEN A CENTRAL INDEX KEY: 0001008023 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09268 FILM NUMBER: 041181297 BUSINESS ADDRESS: STREET 1: 3 TEXAS STREET STREET 2: SUITE 1375 CITY: SHREVEPORT STATE: LA ZIP: 71101 BUSINESS PHONE: 3184291375 MAIL ADDRESS: STREET 1: 14701 ST MARY'S LANE STREET 2: SUITE 800 CITY: HOUSTON STATE: TX ZIP: 77079 4 1 a4.xml 4 X0202 4 2004-11-30 1 0000314606 GEOKINETICS INC GOKN 0001008023 WEBSTER STEVEN A 14701 ST. MARY'S LANE, SUITE 800 HOUSTON TX 77079 1 0 1 0 Common Stock, $.01 par value per share 5317804 I By limited liability company Common Stock, $.01 par value per share 339374 I By partnership Common Stock, $.01 par value per share 75822 D Series A Senior Convertible Preferred Stock 0.30 2004-11-30 4 P 0 667 300.00 A 2004-11-30 Common Stock 667000 667 I By limited partnership Series A Senior Convertible Preferred Stock 0.30 2004-11-30 4 P 0 833 300.00 A 2004-11-30 Common Stock 833000 833 I By general partnership Series A Senior Convertible Preferred Stock 0.30 2004-11-30 4 P 0 2451 300.00 A 2004-11-30 Common Stock 2451000 2451 D Refers to shares of Common Stock owned by Blackhawk Investors II, L.L.C. ("Blackhawk II") of which Blackhawk Capital Partners ("BCP") is the sole managing member. The Reporting Person is (i) one of two partners of BPC, the sole managing member of Blackhawk II, and (ii) an indirect investor member of Blackhawk II (Kestrel Capital, L.P., ("Kestrel"), owns 13.333% of the total membership interests in Blackhawk II; the Reporting Person is the President of Peregrine Management, LLC, the General Partner of Kestrel). In addition, Somerset Capital Partners ("SCP"), in which the Reporting Person has a one-third partnership interest, is an investor member of Blackhawk II (with ownership of 5.593% of the total membership interests). The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by Blackhawk II that are in excess of his pecuniary interest therein. Refers to shares of Common Stock owned by SCP, a general partnership in which the Reporting Person is a general partner and owner of one-third of the partnership interests. The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by SCP that are in excess of his pecuniary interest therein. The Reporting Person is a party to a certain Shareholders Agreement dated as of May 2, 2003 (the "Shareholders Agreement") by and among the Reporting Person, BPC, Blackhawk I, Blackhawk II, SCP and William R. Ziegler on the one hand, Valentis SB, L.P., a non-affiliated entity on the other hand, and the issuer. The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other parties to the Shareholders Agreement, other than to the extent of his pecuniary interest in the shares of Common Stock owned by or through (as the case may be) Blackhawk II and SCP. The initial conversion price per share is $.30 (subject to adjustment). Each share of Series A Preferred Stock is immediately convertible into 1,000 shares of common stock of the issuer (subject to adjustment upon the occurrence of certain events), at the option of the holder. Refers to shares of Series A Preferred Stock acquired by Kestrel; the Reporting Person is the President of Peregrine Management, LLC, the General Partner of Kestrel. The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by Kestrel that are in excess of his pecuniary interest therein. Not applicable. Refers to shares of Series A Preferred Stock acquired by Cerrito Partners, a partnership in which the Reporting Person is the general partner. The Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by Cerrito Partners that are in excess of his pecuniary interest therein. See note (3) above pertaining to the Shareholders Agreement. The Reporting Person disclaims beneficial ownership of the shares of Series A Preferred Stock (and underlying Common Stock) beneficially owned by the other parties to the Shareholders Agreement, other than to the extent of his pecuniary interest in the shares of Series A Preferred Stock (and underlying Common Stock) owned by or through (as the case may be) Kestrel and Cerrito. /s/ STEVEN A. WEBSTER 2004-12-02 -----END PRIVACY-ENHANCED MESSAGE-----