15 Sept 2005material agreement● Neutral
On September 12, 2005 the compensation committee awarded a discretionary cash bonus of C$101,724.53 to Garis Smith, president of Seitel's subsidiary Olympic Seismic Ltd.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
30 June 2005material agreement▲ Good
On May 23, 2005 the independent directors voted to cut Chairman Fred Zeidman's pay from $250,000 to $100,000 a year, effective July 1, 2005, on the compensation committee's recommendation. The filing gives no further reason.
6 May 2005debt financing▲ Good
The buyback offer closed with $4 million of the 11.75% Senior Notes tendered, paid on May 5, 2005 along with $143,600 of accrued interest. This leaves $189 million of the notes outstanding, down from $193 million, and resolves the April offer.
4 Apr 2005debt financing▲ Good
Because the company generated excess cash flow of about $9,859,000 in 2004, its note indenture required it to offer to buy back up to $4,759,000 of the 11.75% Senior Notes at par plus accrued interest, open until May 2, 2005. Seitel's obligations only change if holders actually tender notes.
28 Mar 2005material agreement● NeutralMajor
Seitel set pay terms for its leadership: a new COO, Kevin Callaghan, gets a $330,000 salary and 160,000 restricted shares. CEO Robert Monson's employment agreement was restated, including full vesting of his 1,000,000 restricted shares on a change in control or death or disability. The filing also covers standard restricted-stock forms and the 2005 bonus plan. These awards add to the share count and give executives accelerated vesting if control changes.
11 Mar 2005material agreement● Neutral
The compensation committee amended the February restricted stock awards to Simon (126,000 shares) and Kendrick (40,000 shares) so they vest fully on death or disability and immediately before a change in control of Seitel.
16 Feb 2005material agreement● Neutral
The board approved a $48,440 cash bonus for Marcia Kendrick for her 2004 work as chief accounting officer and acting CFO. Seitel also awarded 126,000 shares to Robert Simon (president of Seitel Data, Ltd.) and 40,000 restricted shares to Kendrick under the 2004 Stock Option Plan. Kendrick's restricted shares vest in three equal annual parts from 2006 to 2008.
7 Jan 2005material agreement● Neutral
On January 3, 2005 Seitel granted 16,129 restricted shares to each of its eight non-employee directors under the 2004 Stock Option Plan, vesting after three years or earlier on death, disability or a change-in-control termination. This is routine director pay that adds to the share count.
4 Jan 2005material agreement● Neutral
On December 31, 2004 Seitel signed a third amendment to its April 2004 loan agreement with Wells Fargo Foothill, changing the minimum cash operating income covenant. The filing does not say how the covenant was changed or why.
21 Dec 2004business combination● Neutral
Seitel filed a registration statement offering to swap its outstanding $193,000,000 of 11 3/4% Senior Notes due 2011 for new notes with the same terms, except that the new notes are registered with the SEC. This follows the notes issued under the reorganization plan; Seitel receives no cash from the swap, and the filing notes the notes will not be listed on an exchange. Robert D. Monson is named as President and CEO.
18 Oct 2004auditor change● Neutral
Seitel's audit committee engaged BKD, LLP as its new auditor on October 15, 2004, filling the vacancy left by Ernst & Young's announced resignation. BKD will start with the review of the quarter ended September 30, 2004, and the company says it expects to file that 10-Q on time.
31 Aug 2004material agreement● Neutral
General Counsel and Corporate Secretary Leonard Goldstein voluntarily resigned for personal reasons, and Seitel agreed to pay him $75,000 plus $25,000 a month for six months, with health coverage through February 28, 2005. The filing is signed by Randall D. Stilley as CEO and President, who replaces Larry Lenig in that role on earlier filings.
30 July 2004auditor change▼ Bad
Ernst & Young told Seitel on July 26, 2004 that it will resign after the June 2004 10-Q is filed, citing its annual review of its client portfolio; Seitel's audit committee began searching for a replacement. The filing also recaps a material weakness E&Y reported in May 2004, a $1 million deferred issue cost adjustment on the $255 million senior notes plus $426,000 of disputed claims, which led Seitel to amend its first-quarter 2004 10-Q. E&Y's 2002 and 2003 reports carried going-concern qualifications tied to the bankruptcy.
2 July 2004listing compliance notice▼ BadMajor
SEITEL INC deregistered its securities, ending its obligation to file reports with the SEC.
1 Apr 2004bankruptcy or receivership▲ GoodMajor
On March 18, 2004 the bankruptcy court confirmed Seitel's Third Amended Plan, replacing the original Berkshire-owned plan after stockholders rejected the first amended version in October 2003 and an equity committee pushed back. Under the plan, all 25,375,683 existing shares are cancelled and exchanged one-for-one for reorganized common stock plus warrants for 125,000,000 shares at 60 cents, backstopped by standby purchasers for up to $75 million. The plan only takes effect after conditions are met, including at least $180 million of new senior notes, a revolving facility of at least $25 million, an effective S-1 and an effective date by July 31, 2004.
11 Aug 2003bankruptcy or receivership● Neutral
On August 5, 2003 Seitel filed the disclosure statement for its Chapter 11 joint plan of reorganization. The filing itself gives no details of the plan beyond attaching the document.
22 July 2003bankruptcy or receivership▼ BadMajor
On July 21, 2003 Seitel and 30 U.S. subsidiaries filed for Chapter 11 in Delaware with a joint reorganization plan financed by Berkshire Hathaway; if the plan is confirmed and completed, Seitel becomes a wholly owned Berkshire subsidiary, which would end existing shareholders' ownership. Creditors had filed involuntary petitions on June 6, 2003, which are to be dismissed, and Wells Fargo Foothill agreed to provide up to $20.0 million in debtor-in-possession financing. This follows the debt covenant problems flagged in 2002.
19 Aug 2002asset acquisition disposition● NeutralMajor
On August 2, 2002 Seitel's subsidiary DDD Energy sold a majority of its assets to Rising Star Energy for $23.8 million cash, part of a board plan adopted in June 2002 to sell Seitel's oil and gas operations. Rising Star has a 30-day option to buy more assets for up to $15 million or form a joint venture, and Seitel intends to sell whatever remains by June 30, 2003. The filing also says Seitel is not in compliance with covenants in its debt agreements, its 2001 audit report carried a going-concern qualification, and it is negotiating with senior note lenders with no assurance of success.
7 Dec 2000auditor change● Neutral
Seitel replaced its auditor Arthur Andersen with Ernst & Young effective December 1, 2000, with the change approved by its audit committee and board. The filing says there were no disagreements with Arthur Andersen and its reports on 1998 and 1999 were not adverse or qualified.