Each one in plain English, with the numbers worked through for a shareholder.
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.
Daniel S. Loeb, Third Point Management Company L.L.C. I.D. #, Third Point Offshore Fund, Ltd. disclosed a new substantial SEITEL INC shareholding (4.60% of votes).
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.
Mellon Financial Corporation, I.R.S. No, Mellon HBV Alternative Strategies Holdings, LLC, I.R.S. No, Mellon HBV Alternative Strategies LLC, I.R.S. No, Mellon Master Multi-Strategy Fund L.P., I.R.S. No disclosed a new substantial SEITEL INC shareholding (86.10% of votes).
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.
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.
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.
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.