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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
(Amendment No. 2)
Under the Securities Exchange Act of 1934*
PETROLEUM GEO-SERVICES ASA
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(Name of Issuer)
Ordinary Shares, Nominal Value NOK30 per Share, and
American Depositary Shares, Each Representing One Ordinary Share,
Nominal Value NOK30
Ordinary Shares, Nominal Value NOK5 per Share, and
American Depositary Shares, Each Representing One Ordinary Share,
Nominal Value NOK5
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(Title of Class of Securities)
716599105 (American Depositary Shares)
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(CUSIP Number)
Michel Ponthus
Senior Executive Vice President
Finance and Human resources
and Chief Financial Officer
Compagnie Generale de Geophysique
1, rue Leon Migaux
91341 Massy
France
(33-1) 64 47 3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 5, 2003
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(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 that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* 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
disclosures provided in a prior cover page.
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 (however, see the
Notes).
SCHEDULE 13D
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CUSIP No. 716599105 (American
depositary shares)
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1 NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION
Compagnie Generale de Geophysique I.R.S. # Not Applicable
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of France
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7 SOLE VOTING POWER
867,753
NUMBER OF -----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY EACH 0
REPORTING -----------------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
867,753
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
867,753
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See
Instructions) [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.3%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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Item 1. Security and Issuer.
This Amendment No. 2 amends the statement on Schedule 13D (such schedule as
amended being the "Schedule 13D") originally filed on October 4, 2002, and
amended by Schedule 13D/A (Amendment No. 1) filed on June 27, 2003, and relating
to the ordinary shares, nominal value NOK5 per share (the "Old Shares"), and the
American depositary shares, each representing one Old Share (the "Old ADSs") and
evidenced by American depositary receipts, of Petroleum Geo-Services ASA, a
Norwegian allmennaksjeselskap (the "Company"). As described more completely in
the Plan (as defined below), the Old Shares and Old ADSs were discharged on the
Effective Date (as defined below). Pursuant to the Plan, the Company issued
ordinary shares, nominal value NOK30 per share (the "New Shares"), and American
depositary shares, each representing one New Share (the "New ADSs") and
evidenced by American depositary receipts. The Schedule 13D, as amended through
the date hereof, relates to the Old Shares, the Old ADSs, the New Shares and the
New ADSs.
The address of the principal executive offices of the Company is
Strandveien 4, N-1366 Lysaker, Kingdom of Norway.
References herein to Old Shares or New Shares include references to Old
ADSs or New ADSs respectively, unless the context otherwise requires.
Item 2. Identity and Background.
This statement is being filed by Compagnie Generale de Geophysique, a
French societe anonyme (the "Reporting Person"). The list of the executive
officers and directors of the Reporting Person attached hereto as Schedule I and
incorporated herein by reference contains the following information with respect
to each such person: (i) name, (ii) business address, (iii) present principal
occupation or employment and name, principal business and address of any
corporation or other organization in which such employment is conducted and (iv)
citizenship.
The Reporting Person is a societe anonyme duly incorporated under the laws
of the Republic of France.
The Reporting Person participates in the oilfield services industry by
providing seismic data acquisition, processing and geoscience services and
equipment to clients in the oil and gas exploration and production business.
The address of the principal business and principal office of the Reporting
Person is 1, rue Leon Migaux, 91341 Massy, France.
Neither the Reporting Person nor, to the best of its knowledge, any of the
persons named in Schedule I has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Neither the Reporting Person nor, to the best of its knowledge, any of the
persons named in Schedule I has, during the last five years, 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.
No funds were required for the receipt of 60,051 New Shares under the Plan.
The total amount of funds required to purchase 337,535 New Shares pursuant to
the rights offering was $4,790,626.15 and the total amount of funds required to
purchase 470,167 New Shares pursuant to the Reporting Person's obligations as an
-2-
Equity Investor under the Plan was $6,662,265.95, for an aggregate purchase
price of $11,452,892.10 furnished from the working capital of the Reporting
Person.
Item 4. Purpose of Transaction.
Item 4 is amended to add the following final paragraph:
The Company filed a voluntary petition under Chapter 11 of Title 11 of the
United States Code (the "Bankruptcy Code") in the United States Bankruptcy Court
for the Southern District of New York (the "Bankruptcy Court"). In connection
with the proceedings under Chapter 11 of the Bankruptcy Code, the Company filed
with the Bankruptcy Court the Plan of Reorganization, dated July 29, 2003, which
the Bankruptcy Court confirmed by the Confirmation Order entered on October 21,
2003 as the Company's Modified First Amended Plan of Reorganization (the
"Plan"). As reported on a Report of Foreign Private Issuer on Form 6-K filed by
the Company on November 7, 2003, the Company emerged form proceedings under
Chapter 11 of the Bankruptcy Code on November 5, 2003 (the "Effective Date").
As reported on this Schedule 13D, prior to the Effective Date, the
Reporting Person held 7,757,400 Old Shares.
The treatment of the holders of the Company's equity securities existing
prior to the Effective Date in the proceedings before the Bankruptcy Court was
governed by the terms of the Plan. The Plan provided that in full satisfaction,
settlement, release and discharge of, and in exchange for the Old Shares, the
holders of Old Shares would receive a pro rata distribution of 4% of the
aggregate amount of New Shares issued on the Effective Date. In addition, the
Plan provided that holders of the Old Shares would receive a pro rata share of
rights to acquire New Shares pursuant to a rights offering and further provided
-3-
that the Reporting Person would receive certain rights to acquire additional New
Shares pursuant to its obligations as an Equity Investor under the Plan.
Therefore, upon the Effective Date, the Reporting person's interests in the
Old Shares were discharged. In addition, the Reporting Person (i) received
60,051 New Shares under the Plan, (ii) acquired 337,535 New Shares for an
aggregate purchase price of $4,790,626.15 pursuant to the rights offering and
(iii) acquired 470,167 New Shares for an aggregate purchase price of
$6,662,265.95 pursuant to its obligations as an Equity Investor under the Plan.
The Reporting Person thus owns 867,753 New Shares, representing less than 5% of
the outstanding New Shares.
Item 5. Interest in Securities of the Issuer.
(a) As of November 5, 2002, the Reporting Person beneficially owns 867,753
New Shares, including 182,720 in the form of New ADSs, representing
approximately 4.3% of the outstanding New Shares, based on the 20,000,000 New
Shares reported by the Company to be outstanding as of the Effective Date on the
Amendment No.1 to its Application for Qualification of Indentures under the
Trust Indenture Act of 1939 filed on Form T-3/A on October 31, 2003. Except as
otherwise indicated in Schedule I, no person listed therein beneficially owns
any New Shares.
(b) The Reporting Person and, to the best of the Reporting Person's
knowledge, each person listed in Schedule I as beneficially owning any New
Shares, has the power to vote or to direct the vote and to dispose or to direct
the disposition of the New Shares it owns.
(c) Other than the receipt or acquisition of the 867,753 New Shares
reported on this Schedule 13D, no transactions in New Shares or in Old Shares
were effected during the last sixty days by the Reporting Person or any of the
persons set forth in Schedule I.
-4-
(d) No Amendment.
(e) The Reporting Person ceased to be the beneficial owner of more than
five percent of the Old Shares on November 5, 2003. The Reporting Person has
never been the beneficial owner of more than five percent of the New Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to the Securities of the Issuer.
No Amendment.
Item 7. Material to be Filed as Exhibits
None.
-5-
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: November 24, 2003 COMPAGNIE GENERALE DE GEOPHYSIQUE
By: /s/ Michel PONTHUS
---------------------------------------
Name: Michel PONTHUS
Title: Senior Executive Vice President
(Finance and Human resources)
Chief Financial Officer
SCHEDULE I
Set forth below is the name, position and present principal occupation or
employment of each of the executive officers and directors of Compagnie Generale
de Geophysique (the "Reporting Person") as well as, when such present principal
occupation or employment is not with the Reporting Person, the name, principal
business and address of any corporation or other organization in which such
employment is conducted. Except as otherwise indicated, the business address of
each of such persons is 1, rue Leon Migaux, 91341 Massy, France, and each of
such persons is a citizen of the Republic of France. Except as otherwise
indicated, no such person owns beneficially any ordinary share, nominal value
NOK30 (a "New Share") and/or American depositary share (a " New ADS") of
Petroleum Geo-Services ASA (the "Company").
Executive Officers and Directors of the Reporting Person
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NAME PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH THE REPORTING PERSON
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Robert Brunck Chairman and Chief Executive Officer of the
Reporting Person.
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Gerard Chambovet Senior Executive Vice President of the Reporting
Person (Services).
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Thierry Le Roux Senior Executive Vice President of the Reporting
Person (Products).
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Michel Ponthus Senior Executive Vice President (Finance and Human
Resources) and Chief Financial Officer of the
Reporting Person.
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Christophe o Senior Executive Vice President of the
Pettenati-Auziere Reporting Person (Strategy, Planning and Control).
o Number of New ADSs of the Company beneficially
owned: 50
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Gerard Fries o Director of the Reporting Person;
o Senior Executive Vice President of Institut
Francais du Petrole
1, avenue du Bois Preau
92500 Rueil Malmaison, France.
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Robert Castaigne o Director of the Reporting Person;
o Chief Financial Officer and member of the
Executive Committee of TotalFinaElf
2, place de la Coupole
La Defense 6
92078 Paris La Defense Cedex, France.
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Jean Dunand Director of the Reporting Person.
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Olivier Appert o Director of the Reporting Person;
o President of the Institut Francais du Petrole
1, avenue du Bois Preau
92500 Rueil Malmaison, France.
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Yves Lesage Director and Honorary Chairman of the Reporting
Person.
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John MacWilliams(1) o Director of the Reporting Person;
o Partner of JP Morgan Partners
1221 Avenue of the Americas
New York, New York 10020, U.S.A.
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Christian Marbach Director of the Reporting Person.
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Daniel Valot o Director of the Reporting Person;
o Chairman of the Management Board of
Technip-Coflexip
170, place Henri Regnault
92973 Paris La Defense Cedex, France.
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Robert Semmens(1) o Director of the Reporting Person;
o Independent consultant.
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(1) U.S. citizen.