SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
Seitel, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
816074405
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(CUSIP Number of Class of Securities)
Daniel S. Loeb
Third Point Management Company L.L.C.
360 Madison Avenue, 24th Floor
New York, NY 10017
(212) 224-7400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Daniel Schloendorn, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
June 25, 2004
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(Date of Event which Requires
Filing of this Schedule)
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 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
------------------- ------------------
CUSIP No. 816074405 Page 2 of 13 Pages
------------------- ------------------
----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel S. Loeb
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
----------- --------------------------------------------------------------------
5 CHECK BOX 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
United States
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
49
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,860,000
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 49
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,860,000
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,860,049
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
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14 TYPE OF REPORTING PERSON*
IN
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SCHEDULE 13D
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CUSIP No. 816074405 Page 3 of 13 Pages
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----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point Management Company L.L.C. I.D. #13-3922602
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 6,860,000
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,860,000
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,860,049
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
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CUSIP No. 816074405 Page 4 of 13 Pages
------------------- ------------------
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point Offshore Fund, Ltd.
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 3,598,750
OWNED BY --------- ------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,598,750
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,598,750
----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
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This Schedule 13D is being filed on behalf of Third Point Management
Company L.L.C., a Delaware limited liability company (the "Management Company"),
Third Point Offshore Fund, Ltd., a Cayman Islands limited liability exempted
company (the "Offshore Fund"), and Daniel S. Loeb, an individual ("Mr. Loeb"
and, together with the Offshore Fund and the Management Company, the "Reporting
Persons"). This Schedule 13D relates to the Common Stock, par value $.01 per
share, of Seitel, Inc., a Delaware corporation (the "Company"). Unless the
context otherwise requires, references herein to the "Common Stock" are to such
Common Stock and references herein to "Warrants" are to warrants to purchase
such Common Stock. The Management Company is the investment manager or adviser
to a variety of hedge funds and managed accounts including the Offshore Fund
(such funds and accounts, collectively, the "Funds"). Mr. Loeb is the managing
member of the Management Company and a director of the Offshore Fund. The Funds
directly own the Common Stock, and owned the Warrants to purchase Common Stock
to which this Schedule 13D relates. Mr. Loeb and the Management Company may be
deemed to have beneficial ownership over such Common Stock, and to have had
beneficial ownership over Warrants to purchase Common Stock, by virtue of the
authority granted to the Management Company by the Funds to vote and to dispose
of the securities held by the Funds.
In connection with its reorganization, the Company issued Warrants to
various persons. Information as to (i) the specific amounts and timings of
exercises of such Warrants by all such persons, (ii) the resulting aggregate
outstanding amount of Common Stock and (iii) the Reporting Persons' resulting
ownership percentage, was not and is not readily available to the Reporting
Persons. This Schedule 13D reports the beneficial ownership of the Reporting
Persons in the event such filing was or is required. As of the date of this
Schedule 13D, the Reporting Persons do not hold a beneficial ownership in excess
of 5% of the total outstanding Common Stock.
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the Common Stock of the Company,
and is being filed pursuant to Rules 13d-1 and 13d-5 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The address of the
principal executive offices of the Company is 10811 S. Westview Circle, Houston,
Texas, 77043.
Item 2. Identity and Background.
(a) This statement is filed by the Reporting Persons. Daniel S. Loeb is the
managing member of the Management Company and controls the Management Company's
business activities. The Management Company is investment manager to the
Offshore Fund and manages its investment portfolio. The Management Company is
organized as a limited liability company under the laws of the
5
State of Delaware. The Offshore Fund is organized as a Cayman Islands limited
liability exempted company.
(b) The address of the principal business and principal office of the
Management Company and Mr. Loeb is 360 Madison Avenue, 24th Floor, New York, NY
10017. The address of the principal business and principal office of the
Offshore Fund is c/o W.S. Walker & Company, Walker House, Mary Street, P.O. Box
265GT, George Town, Grand Cayman.
(c) The principal business of the Management Company is to serve as
investment manager or adviser to the Funds. The principal business of Mr. Loeb
is to act as the managing member of the Management Company. The principal
business of the Offshore Fund is to invest and trade in securities.
(d) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members has, during
the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) None of the Reporting Persons, nor, to the best of their knowledge, any
of their directors, executive officers, general partners or members 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.
(f) Mr. Loeb is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
The Funds expended an aggregate of approximately $7,631,413 of their own
investment capital to acquire the 6,860,000 shares of Common Stock currently
held by them (the "Shares") and the 210,400 shares previously sold by them. The
Offshore Fund expended an aggregate of approximately $3,980,351 of its own
investment capital to acquire the 3,598,750 Shares it holds and the 90,200
shares previously sold by the Offshore Fund. Mr. Loeb expended an aggregate of
approximately $29 of his own investment capital to acquire the 49 Shares held by
him. In the case of the Funds, including the Offshore Fund, the Shares were
acquired through open market purchases and the exercise of Warrants issued to
the Funds as part of the Company's reorganization. Mr. Loeb acquired all of his
directly held shares exclusively through the exercise of Warrants issued to him
as part of the Company's reorganization.
6
The Funds effect purchases of securities primarily through margin accounts
maintained for them with Bear, Stearns Securities Corp. (the "Prime Broker")
which may extend margin credit to the Funds as and when required to open or
carry positions in the margin accounts, subject to applicable Federal margin
regulations, stock exchange rules and the firm's credit policies. In such
instances, the positions held in the margin accounts are pledged as collateral
security for the repayment of debit balances in the accounts. Mr. Loeb purchased
the securities directly held by him with his own money.
Item 4. Purpose of Transaction.
The purpose of the acquisition of the Shares by the Funds and Mr. Loeb is
for investment. In addition, the Funds and Mr. Loeb were issued Warrants in
connection with the Company's emergence from bankruptcy proceedings on July 2,
2004. These Warrants were issued to the Funds and Mr. Loeb on June 25, 2004 and
were exercised on July 19, 2004.
The Management Company and Mr. Loeb may cause the Funds to make further
acquisitions of shares of Common Stock from time to time or to dispose of any or
all of the shares of Common Stock held by the Funds at any time.
Mr. Loeb may further acquire shares of Common Stock from time to time or
dispose of any or all of the shares of Common Stock held by him at any time.
The Reporting Persons are engaged in the investment business. In pursuing
this business, the Reporting Persons analyze the operations, capital structure
and markets of companies, including the Company, on a continuous basis through
analysis of documentation and discussions with knowledgeable industry and market
observers and with representatives of such companies (often at the invitation of
management). From time to time, one or more of the Reporting Persons may hold
discussions with third parties or with management of such companies in which the
Reporting Person may suggest or take a position with respect to potential
changes in the operations, management or capital structure of such companies as
a means of enhancing shareholder value. Such suggestions or positions may relate
to one or more of the transactions specified in clauses (a) through (j) of Item
4 of Schedule 13D of the Exchange Act, including, without limitation, such
matters as disposing of or selling all or a portion of the company or acquiring
another company or business, changing operating or marketing strategies,
adopting or not adopting certain types of anti-takeover measures and
restructuring the company's capitalization or dividend policy.
7
Except as set forth above, the Reporting Persons do not have any present
plans or proposals that relate to or would result in any of the actions required
to be described in Item 4 of Schedule 13D. Each of the Reporting Persons may, at
any time, review or reconsider its position with respect to the Company and
formulate plans or proposals with respect to any of such matters, but has no
present intention of doing so.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this Schedule 13D, the Management Company
beneficially owns 6,860,000 shares of Common Stock. As of August 12, 2004, these
shares represented 4.6% of the total 150,414,143 shares of Common Stock
outstanding as reported in the Company's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2004. The percentages used herein and in the rest
of this statement are calculated based upon this number of outstanding shares.
As of the date of this Schedule 13D, the Offshore Fund directly
beneficially owns 3,598,750 shares of Common Stock, which represents 2.4% of the
total outstanding shares.
As of the date of this Schedule 13D, Mr. Loeb directly beneficially owns 49
Shares and indirectly beneficially owns 6,860,000 shares of Common Stock, for a
total of 6,860,049 shares, which represents 4.6% of the total outstanding
shares.
(b) The Management Company and Mr. Loeb share voting and dispositive power
over the 6,860,000 shares of Common Stock held by the Funds. The Management
Company, Mr. Loeb and the Offshore Fund share voting and dispositive power over
the 3,598,750 shares of Common Stock held by the Offshore Fund. Mr. Loeb has
sole voting and dispositive power over the 49 shares of Common Stock he holds
directly.
(c) Schedule A hereto sets forth certain information with respect to
transactions by the Funds, at the direction of the Management Company and Mr.
Loeb, in the Common Stock and Warrants since sixty days prior to the date
requiring the filing of this Schedule 13D.
Schedule B hereto sets forth certain information with respect to
transactions by the Offshore Fund, at the direction of the Management Company
and Mr. Loeb, in the Common Stock and Warrants since sixty days prior to the
date requiring the filing of this Schedule 13D.
8
The 6,860,000 shares of Common Stock held by the Funds were acquired either
directly or through the exercise of Warrants at the following times: (1)
1,000,000 shares of Common Stock purchased in the various transactions between
December 30, 2003 and June 23, 2004; (2) 4,926,000 shares of Common Stock from
the exercise on July 19, 2004 of the Warrants for 4.926 shares of Common Stock
per Warrant at a strike price of $0.60 per share; (3) the purchase of 425,000
shares of Common Stock on July 30, 2004; (4) the purchase of 508,997 shares of
Common Stock on August 2, 2004.
The 3,598,750 shares of Common Stock were acquired by the Offshore Fund
either directly or through the exercise of Warrants at the following times: (1)
498,074 shares of Common Stock purchased in the various transactions between
December 30, 2003 and June 23, 2004; (2) 2,453,513 shares of Common Stock from
the exercise on July 19, 2004 of 498,074 Warrants which were issued to the Funds
on June 25, 2004; (3) the purchase of 375,000 shares of Common Stock on July 30,
2004 and (4) the purchase of 272,163 shares of Common Stock on August 2, 2004.
In addition, Mr. Loeb acquired 49 shares of Common Stock from the exercise
on July 19, 2004 of the Warrants he held.
All of the transactions set forth herein, except as may be otherwise
indicated, were effected in open market purchases through the Prime Broker. Mr.
Loeb's Common Stock from the exercise of the Warrants came directly from the
Company, not from the open market.
Except as set forth above, since sixty days prior to the date requiring the
filing of this Schedule 13D there were no transactions in the Common Stock or
Warrants effected by the Reporting Persons, nor, to the best of their knowledge,
any of their directors, executive officers, general partners or members.
(d) Other than the Funds which directly hold the shares of Common Stock
reported herein, and except as set forth in this Item 5, no person is known to
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, such shares.
(e) By August 6, 2004, the Reporting Persons ceased being beneficial owners
of more than 5% of the total outstanding Common Stock.
9
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting
Persons have entered into an agreement with respect to the joint filing of this
statement, and any amendment or amendments hereto.
By virtue of the relationships among the Reporting Persons and the Funds,
as described in Item 2, the Reporting Persons and the Funds may be deemed to be
a "group" under the Federal securities laws. Except as otherwise set forth in
this Schedule 13D, each Reporting Person expressly disclaims beneficial
ownership of any of the shares of Common Stock beneficially owned by any other
Reporting Person or the Funds and the filing of this Statement shall not be
construed as an admission, for the purposes of Sections 13(d) and 13(g) or under
any provision of the Exchange Act or the rules promulgated thereunder or for any
other purpose, that any Reporting Person is a beneficial owner of any such
shares.
Except as set forth herein, there are no contracts, arrangements,
understandings or relationships among the persons named in Item 2 or between
such persons and any other person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated as of August [ ], 2004, by and between the
Reporting Persons.
[THE REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK.]
10
Schedule A
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(Transactions by the Funds in Common Stock
during the sixty days prior to the date requiring filing)
------------ --------------- ------------------------------ --------------------
Date Transaction Shares Price Per Share
(or Warrants, as applicable)
------------ --------------- ------------------------------ --------------------
06/03/04 SELL (131,600) $4.15360
------------ --------------- ------------------------------ --------------------
06/17/04 SELL (48,800) 5.00000
------------ --------------- ------------------------------ --------------------
06/23/04 SELL (30,000) 1.50000
------------ --------------- ------------------------------ --------------------
06/23/04 BUY 30,000 1.48000
------------ --------------- ------------------------------ --------------------
06/25/04 (*) Issuance of 1,000,000 Warrants ---
Warrants
------------ --------------- ------------------------------ --------------------
07/19/04 (*) Exercise of 634,661 1.09755
Warrants
------------ --------------- ------------------------------ --------------------
07/19/04 (*) Exercise of 217,956 1.04389
Warrants
------------ --------------- ------------------------------ --------------------
07/19/04 (*) Exercise of 183,257 1.11666
Warrants
------------ --------------- ------------------------------ --------------------
07/19/04 (*) Exercise of 373,529 1.04288
Warrants
------------ --------------- ------------------------------ --------------------
07/19/04 (*) Exercise of 2,453,513 1.08611
Warrants
------------ --------------- ------------------------------ --------------------
07/19/04 (*) Exercise of 1,063,087 1.08547
Warrants
------------ --------------- ------------------------------ --------------------
07/30/04 BUY 425,000 1.07640
------------ --------------- ------------------------------ --------------------
08/02/04 BUY 508,997 1.07750
------------ --------------- ------------------------------ --------------------
(*) Shares of Common Stock received upon the exercise of these Warrants were
issued directly by the Company and were not purchased on the open market.
Schedule B
----------
(Transactions by the Offshore Fund in Common Stock
during the sixty days prior to the date requiring filing)
------------ --------------- ------------------------------ --------------------
Date Transaction Shares Price Per Share
(or Warrants, as applicable)
------------ --------------- ------------------------------ --------------------
06/03/04 SELL (35,300) 4.15360
------------ --------------- ------------------------------ --------------------
06/17/04 SELL (24,900) 5.00000
------------ --------------- ------------------------------ --------------------
06/23/04 SELL (30,000) 1.50000
------------ --------------- ------------------------------ --------------------
06/23/04 BUY 30,000 1.48000
------------ --------------- ------------------------------ --------------------
06/25/04 Issuance of 730,562 Warrants ---
Warrants
------------ --------------- ------------------------------ --------------------
07/19/04 (*) Exercise of 2,453,513 1.08611
Warrants
------------ --------------- ------------------------------ --------------------
07/30/04 BUY 375,000 1.07640
------------ --------------- ------------------------------ --------------------
08/02/04 BUY 272,163 1.07750
------------ --------------- ------------------------------ --------------------
(*) Shares of Common Stock received upon the exercise of these Warrants were
issued directly by the Company and were not purchased on the open market.
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: August 19, 2004
THIRD POINT MANAGEMENT
COMPANY L.L.C.
By: /s/ Daniel S. Loeb
------------------------------
Name: Daniel S. Loeb
Title: Managing Member
THIRD POINT OFFSHORE FUND, LTD.
By: /s/ Daniel S. Loeb
------------------------------
Name: Daniel S. Loeb
Title: Director
/s/ Daniel S. Loeb
------------------------------
Daniel S. Loeb
[SIGNATURE PAGE TO SCHEDULE 13D
WITH RESPECT TO
SEITEL, INC.]