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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934*
PETROLEUM GEO-SERVICES ASA
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(Name of Issuer)
Ordinary Shares, Nominal Value NOK5 per Share, and
American Depositary Shares, Each Representing One Ordinary Share
--------------------------------------------------------------------------------
(Title of Class of Securities)
716597109 (American Depositary Shares)
--------------------------------------------------------------------------------
(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
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
September 24, 2002
--------------------------------------------------------------------------------
(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
------------------------------------------------
CUSIP No. 716597109 (American depositary shares)
------------------------------------------------
----------- --------------------------------------------------------------------
1 NAMES OF REPORTING PERSON
I.R.S. IDENTIFICATION
Compagnie Generale de Geophysique I.R.S. # Not Applicable
----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
----------- --------------------------------------------------------------------
3 SEC USE ONLY
----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
WC
----------- --------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
--------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
7,757,400
--------- ------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY EACH --------- ------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
7,757,400
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,757,400
----------- --------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.5%
----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
CO
----------- --------------------------------------------------------------------
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the ordinary shares, nominal
value NOK5 per share (the "Shares"), and the American depositary shares, each
representing one Share (the "ADSs"), of Petroleum Geo-Services ASA, a Norwegian
allmennaksjeselskap (the "Company"), and is being filed pursuant to Rule 13d-1
of the Exchange Act. The address of the principal executive offices of the
Company is Strandveien 4, N-1366 Lysaker, Kingdom of Norway. References herein
to Shares include references to ADSs unless the context otherwise requires.
Item 2. Identity and Background.
(a) This statement is being filed on behalf of 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.
(b) The address of the principal business and principal office of the
Reporting Person is 1, rue Leon Migaux, 91341 Massy, France.
(c) 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.
(d) 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).
(e) 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.
(f) The Reporting Person is a societe anonyme duly incorporated under the
laws of the Republic of France.
Item 3. Source and Amount of Funds or Other Consideration.
The total amount of funds required to purchase the 7,757,400 Shares owned
by the Reporting Person, including 3,567,400 in the form of ADSs, was
NOK53,471,569, including NOK24,668,571 to purchase such ADSs, and was furnished
from the working capital of the Reporting Person.
Item 4. Purpose of Transaction.
The Reporting Person acquired the Shares because the Company is a
significant participant in the worldwide seismic industry and it is the
Reporting Person's intent, on a longer-term basis, to work towards consolidation
of such industry. Although the Reporting Person has no current plans or
proposals with respect to any of the matters specified in paragraphs (a) through
(j) of Item 4 of Schedule 13D, it believes that its ownership of the Shares will
facilitate its objective to work towards such consolidation.
The Reporting Person may from time to time acquire additional Shares or
engage in discussions with the Company concerning further acquisitions of Shares
or further investments by the Reporting Person in the Company. The Reporting
Person intends to review its investment in the Company on a continuing basis
and, depending upon the
price and availability of Shares, subsequent developments affecting the Company,
the Company's business and prospects, other investment and business
opportunities available to the Reporting Person, general stock market and
economic conditions, tax considerations and other factors considered relevant,
may decide at any time to increase or to decrease the size of its investment in
the Company.
Item 5. Interest in Securities of the Issuer.
(a) As of October 4, 2002, the Reporting Person beneficially owns 7,757,400
Shares, including 3,567,400 in the form of ADSs, representing approximately 7.5%
of the outstanding Shares, based on the 103,345,987 Shares reported by the
Company as outstanding as of December 31, 2001 in its annual report on Form 20-F
for the year ended December 31, 2001. Except as otherwise indicated in Schedule
I, no person listed therein beneficially owns any 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 Shares,
has the power to vote or to direct the vote and to dispose or to direct the
disposition of the Shares it owns.
(c) The acquisition of the 7,757,400 Shares reported on this Schedule 13D
were effected by separate privately-negotiated transactions with an investment
bank who has acquired such Shares in open purchases on (i) the Oslo Stock
Exchange with respect to the Company's ordinary shares and (ii) the New York
Stock Exchange with respect to the ADSs, as reported in Schedule II attached
hereto and incorporated herein by reference. Other than the acquisition of the
7,757,400 Shares reported on this Schedule 13D and except as otherwise indicated
in Schedule II, no transactions in Shares of the
Company were effected during the last sixty days by the Reporting Person or any
of the persons set forth in Schedule I.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
the Securities of the Issuer.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) among the persons named in Item 2 above or between such
persons and any other person with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits
None.
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: October 4, 2002 COMPAGNIE GENERALE DE GEOPHYSIQUE
By: /s/ Michel Ponthus
------------------------------
Name: Michel Ponthus
Title: Senior Executive Vice President
(Finance and Human Resources) and
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
NOK5 (a "Share") and/or American depositary share (an "ADS") of Petroleum
Geo-Services ASA (the "Company").
Executive Officers and Directors of the Reporting Person
--------------------------------------------------------
------------------------------- ------------------------------------------------
NAME PRESENT PRINCIPAL OCCUPATION IN ADDITION
TO POSITION WITH THE REPORTING PERSON
------------------------------- ------------------------------------------------
Robert Brunck Chairman and Chief Executive Officer of the
Reporting Person.
------------------------------- ------------------------------------------------
Gerard Chambovet Senior Executive Vice President of the Reporting
Person (Services).
------------------------------- ------------------------------------------------
Thierry Le Roux Senior Executive Vice President of the Reporting
Person (Products).
------------------------------- ------------------------------------------------
Michel Ponthus Senior Executive Vice President (Finance and
Human Resources) and Chief Financial Officer of
the Reporting Person.
------------------------------- ------------------------------------------------
Christophe Pettenati-Auziere o Senior Executive Vice President of the
Reporting Person (Strategy, Planning and
Control).
o Number of ADSs of the Company beneficially
owned: 4,000.
------------------------------- ------------------------------------------------
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.
------------------------------- ------------------------------------------------
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.
------------------------------- ------------------------------------------------
Jean Dunand Director of the Reporting Person.
------------------------------- ------------------------------------------------
Claude Mandil o Director of the Reporting Person;
o President of the Institut Francais du Petrole
1, avenue du Bois Preau
92500 Rueil Malmaison, France.
------------------------------- ------------------------------------------------
Yves Lesage Director and Honorary Chairman of the Reporting
Person.
------------------------------- ------------------------------------------------
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.
------------------------------- ------------------------------------------------
Christian Marbach Director of the Reporting Person.
------------------------------- ------------------------------------------------
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.
------------------------------- ------------------------------------------------
Robert Semmens(1) o Director of the Reporting Person;
o Independent consultant.
------------------------------- ------------------------------------------------
---------------------
(1) U.S. citizen.
SCHEDULE II
Set forth below are described each transaction in the ordinary shares,
nominal value NOK5 ("Shares") and in the American depositary shares ("ADSs") of
Petroleum Geo-Services ASA (the "Company") by the Reporting Person during the
past sixty days. Except as otherwise indicated, no executive officer or director
of the Reporting Person listed in Schedule I to the Schedule 13D to which this
Schedule II is attached and incorporated by reference purchased or sold any
Shares and/or ADSs during the past sixty days.
Transactions in the Shares of the Company
-----------------------------------------
--------------------------- ------------------------- -------------------- ------------------------ --------------------
TYPE OF SECURITY AMOUNT OF SECURITIES PURCHASE PRICE PER
IDENTITY OF PURCHASER DATE OF TRANSACTION PURCHASED INVOLVED SECURITY
--------------------------- ------------------------- -------------------- ------------------------ --------------------
Ch. Pettenati-Auziere August 7, 2002 ADSs 4,000 USD0.46
--------------------------- ------------------------- -------------------- ------------------------ --------------------
Reporting Person September 24, 2002 Shares 4,115,000 NOK6.86
--------------------------- ------------------------- -------------------- ------------------------ --------------------
Reporting Person September 24, 2002 ADSs 3,567,400 USD0.922
--------------------------- ------------------------- -------------------- ------------------------ --------------------
Reporting Person September 25, 2002 Shares 75,000 NOK7.1973
--------------------------- ------------------------- -------------------- ------------------------ --------------------