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OMB APPROVAL
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OMB Number: 3235-0145
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Expires: February 28, 2009
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
(CUSIP Number)
Avista Capital Partners, L.P.
65 East 55
th
Street, 18th Floor
New York, New York 10022
Telephone: (212) 593-6900
Attn: Ben Silbert, Esq.
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Steven D. Rubin, Esq.
King & Spalding LLP
1100 Louisiana, Suite 4000
Houston, Texas 77002
(713) 751-3240
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
o
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 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 persons 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).
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1
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NAMES OF REPORTING PERSONS
Avista Capital Partners, L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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4,595,029
(See Item 5)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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4,595,029
(See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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4,595,029
(See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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33.9%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
Avista Capital Partners (Offshore), L.P.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Bermuda
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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1,211,665 (See Item 5)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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1,211,665 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,211,665 (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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10.7%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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1
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NAMES OF REPORTING PERSONS
Avista Capital Partners GP, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a)
o
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(b)
þ
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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o
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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7
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SOLE VOTING POWER
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NUMBER OF
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0
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SHARES
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8
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SHARED VOTING POWER
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BENEFICIALLY
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OWNED BY
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5,806,694 (See Item 5)
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EACH
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9
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SOLE DISPOSITIVE POWER
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REPORTING
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PERSON
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0
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WITH
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10
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SHARED DISPOSITIVE POWER
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5,806,694 (See Item 5)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,806,694 (See Item 5)
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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o
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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40.4%
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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Item 1. Security and Issuer.
This Amendment No. 8 amends the Statement on Schedule 13D (the Schedule 13D) filed with the
Securities and Exchange Commission (Commission) on September 13, 2006 by Avista Capital Partners,
L.P., a Delaware limited partnership (Avista), Avista Capital Partners (Offshore), L.P. (Avista
Offshore) and Avista Capital Partners GP, LLC, a Delaware limited liability company (Avista GP)
and the Amendment No. 7 (Amendment No. 7) filed on July 28, 2008, Amendment No. 6 (Amendment No.
6) filed on January 16, 2008, the Amendment No. 5 (Amendment No. 5) filed on September 12, 2007,
the Amendment No. 4 (Amendment No. 4) filed on July 18, 2007, the Amendment No. 3 (Amendment
No. 3) filed on May 15, 2007, the Amendment No. 2 (Amendment No. 2) filed on December 15, 2006
and the Amendment No. 1 (Amendment No. 1) filed on October 5, 2006, all filed by the same parties
(the Filing Parties).
The title and class of equity security to which this amendment to the Schedule 13D relates is
the Common Stock, par value $.01 per share (the Common Stock), of Geokinetics Inc., a Delaware
corporation (Geokinetics or the Company). The principal executive offices of Geokinetics are
located at One Riverway, Suite 2100 Houston, Texas 77056. The following amendments to the Schedule
13D are hereby made. Unless otherwise define herein, all capitalized terms shall have the meanings
ascribed to them in the Schedule 13D or Amendment No. 1, Amendment No. 2, Amendment No. 3,
Amendment No. 4, Amendment No. 5, Amendment No. 6 and/or Amendment No. 7.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Stock Transfer Agreement between Avista and Offshore, dated as of December 31,
2008, Avista disposed of and Offshore acquired (i) 64,190 shares of Common Stock of Geokinetics,
Inc. (the Company) and (ii) 37,731 shares of Series B-1 Senior Convertible Preferred Stock of the
Company (Series B-1 Preferred Stock) in a transfer not involving the exchange of cash
consideration, but reflecting the allocations of consideration paid respectively by Offshore and
Avista for the shares of Common Stock and the Series B-1 Preferred Stock.
Avista and Avista Offshore acquired 32,445 and 8555 additional shares of Common Stock,
respectively, reported on this Amendment No. 8 in Table I in Item 5(c), which were paid for in cash
out of available capital of Avista and Avista Offshore. Avista paid approximately $107,692.79 and
Avista Offshore paid approximately $28,397.60 for their respective additional shares of Common
Stock reported on this Amendment No. 8. Such shares were acquired for total consideration of
approximately $136,090.39 in open market transactions as listed in Item 5 below. Such amount
includes commissions incurred in making the investments.
Pursuant to the Amended and Restated Certificate of Designation of Series B Senior Convertible
Preferred Stock (the Certificate), filed as Exhibit 5 to the Schedule 13D filed by Avista on July
30, 2008, Avista and Avista Offshore have acquired (i) quarterly dividend payments on shares of
Series B-1 Preferred Stock in the form of additional shares of Series B-1 Preferred Stock as shown
in Table II in Item 5(c) and (ii) quarterly dividend payments on shares of Series B-2 Senior
Convertible Preferred Stock (Series B-2 Preferred Stock, and together with Series B-2 Preferred
Stock, the Series B Preferred Stock) in the form of shares of additional Series B-2 Preferred
Stock as shown in Table II in Item 5(c). The value of each share of Series B-1 and Series B-2
Preferred Stock paid in lieu of cash is equal to the original issue price, which is $250.00 per
share for each share of Series B-1 and Series B-2 Preferred Stock (as adjusted for stock splits,
stock dividends or dilutions as described in the Certificate).
Item 5. Interest in Securities of the Issuer.
Based on information set forth in the Companys Form 10-Q for the quarterly period ending
September 30, 2008, as filed with the Commission on November 7, 2008, there are 10,467,458 shares
of Common Stock of the Company issued and outstanding.
The Filing Parties have no current intention to convert their shares of Series B Preferred
Stock or Warrants into shares of Common Stock.
(a)
(1) Avista may be deemed to beneficially own in the aggregate 4,595,029 shares of Common
Stock, comprised of 1,498,749 shares of Common Stock, 192,746 shares of the Series B-1 Preferred
Stock which are convertible into 1,927,460 shares of Common Stock of the Company, 97,890 shares of
the Series B-2 Preferred Stock which are convertible into 978,900 shares of Common Stock of the
Company and 189,920 Warrants which can be exercised for 189,920 shares of Common Stock,
collectively representing approximately 33.9% of the outstanding shares of Common Stock. Of such
shares, Avista has sole voting and dispositive power with respect to no shares, and shared voting
and dispositive power with respect to 1,498,749 shares of Common Stock, 192,746 shares of the
Series B-1 Preferred Stock, 97,890 shares of the Series B-2 Preferred Stock and 189,920 Warrants as
a result of the relationships described in paragraph (b) (1) and (2) below.
(2) Avista Offshore may be deemed to beneficially own in the aggregate 1,211,665 shares of
Common Stock, comprised of 395,205 shares of Common Stock, 50,826 shares of Series B-1 Preferred
Stock which are convertible into 508,260 shares of Common Stock, 25,812 shares of Series B-2
Preferred Stock which are convertible into 258,120 shares of Common Stock and 50,080 Warrants which
can be exercised for 50,080 shares of Common Stock, collectively representing approximately 10.7%
of the outstanding shares of the Common Stock. Of such shares, Avista Offshore has sole voting and
dispositive power with respect to no shares, and shared voting and dispositive power with respect
to 395,205 shares of Common Stock, 50,826 shares of the Series B-1 Preferred Stock, 25,812 shares
of the Series B-2 Preferred Stock and 50,080 Warrants as a result of the relationships described in
paragraph (b) (1) and (3) below.
(3) Avista GP may be deemed to beneficially own in the aggregate 5,806,694 shares of Common
Stock, comprised of 1,893,954 shares of Common Stock, 243,572 shares of Series B-1 Preferred Stock
which are convertible into 2,435,720 shares of Common Stock, 123,702 shares of Series B-2 Preferred
Stock which are convertible into 1,237,020 shares of Common Stock and 240,000 Warrants which can be
exercised for 240,000 shares of Common Stock, collectively representing approximately 40.4% of the
outstanding shares of Common Stock. Of such shares, Avista GP has sole voting and dispositive
power with respect to no shares, and shared voting and dispositive power with respect to 1,893,954
shares of Common Stock, 243,572 shares of the Series B-1 Preferred Stock, 123,702 shares of the
Series B-2 Preferred Stock and 240,000 Warrants as a result of the relationships described in
paragraphs (b) (1), (2) and (3) below.
(b)
(1) Of the 1,893,954 shares of Common Stock, 243,572 shares of the Series B-1 Preferred Stock,
123,702 shares of the Series B-2 Preferred Stock and 240,000 Warrants for which Avista GP has
shared voting and dispositive power, none of such securities are held of record by Avista GP.
Avista holds of record 1,498,749 shares of Common Stock, 192,746 shares of the Series B-1 Preferred
Stock, 97,890 shares of the Series B-2 Preferred Stock and 189,920 Warrants. Avista Offshore holds
of record 395,205 shares of Common Stock, 50,826 shares of the Series B-1 Preferred Stock, 25,812
shares of the Series B-2 Preferred Stock and 50,080 Warrants. Avista GP is the sole general
partner of Avista and Avista Offshore and, therefore, may be deemed to be the beneficial owner of
the shares of Common Stock, Series B Preferred Stock and Warrants owned of record by Avista and
Avista Offshore.
(2) Of the 1,498,749 shares of Common Stock, 192,746 shares of the Series B-1 Preferred Stock,
97,890 shares of the Series B-2 Preferred Stock and 189,920 Warrants for which Avista has shared
voting and dispositive power, all of such shares are held of record by Avista.
(3) Of the 395,205 shares of Common Stock, 50,826 shares of the Series B-1 Preferred Stock,
25,812 shares of the Series B-2 Preferred Stock and 50,080 Warrants for which Avista Offshore has
shared voting and dispositive power, all of such shares are held of record by Avista Offshore.
Each of the Filing Parties expressly disclaims beneficial ownership with respect to any shares
of Common Stock covered by this Statement (or shares of Series B-1 Preferred Stock, Series B-2
Preferred Stock or Warrants) not owned by it of record.
(c)
Since the filing of Amendment No. 7, the Filing Parties have made the following purchases of
Common Stock on the open market (each of which has been effected by the Filing Parties):
Table I
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Total Number of Shares
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Number of Shares
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Transaction
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Transaction
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Purchased by Avista and Avista
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Number of Shares
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Purchased by Avista
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Price per
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Type
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Date
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Offshore
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Purchased by Avista
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Offshore
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Share ($)
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Market Purchase
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1/6/2009
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401
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317
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84
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$
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3.08
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Market Purchase
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1/6/2009
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1700
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1345
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355
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$
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3.10
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Market Purchase
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1/6/2009
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1799
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1424
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375
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$
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3.12
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Market Purchase
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1/6/2009
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600
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475
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125
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$
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3.14
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Market Purchase
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1/6/2009
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1500
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1187
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313
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$
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3.18
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Market Purchase
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1/6/2009
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4101
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3245
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856
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$
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3.20
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Market Purchase
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1/6/2009
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100
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79
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21
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$
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3.22
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Market Purchase
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1/6/2009
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100
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79
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21
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$
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3.23
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Market Purchase
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1/6/2009
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4600
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3640
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960
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$
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3.24
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Market Purchase
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1/6/2009
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5100
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4036
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1064
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$
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3.25
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Market Purchase
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1/8/2009
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100
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79
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21
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$
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3.25
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Market Purchase
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1/8/2009
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6400
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5065
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1335
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$
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3.36
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Market Purchase
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1/8/2009
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900
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712
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188
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$
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3.37
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Market Purchase
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1/8/2009
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1900
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1504
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396
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$
|
3.40
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Market Purchase
|
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1/8/2009
|
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1800
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1424
|
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376
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$
|
3.45
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Market Purchase
|
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1/8/2009
|
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300
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237
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63
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$
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3.46
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Market Purchase
|
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1/8/2009
|
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1300
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1029
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271
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$
|
3.47
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Market Purchase
|
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1/8/2009
|
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800
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633
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167
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$
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3.48
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Market Purchase
|
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1/8/2009
|
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4200
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3324
|
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876
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$
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3.49
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Market Purchase
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1/8/2009
|
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3300
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2611
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689
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$
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3.50
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Since the original filing of the Schedule 13D, the Filing Parties have acquired the following
shares of Series B Preferred Stock as quarterly dividend payments on shares of Series B-1 Preferred
Stock in the form of additional shares of Series B-1 Preferred Stock pursuant to the Certificate
(as defined in Item 3):
Table II
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Total Number of Shares
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Number of Shares
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Date of
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Acquired by Avista and Avista
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Number of Shares
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Acquired by Avista
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Type of Derivative Security
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Dividend*
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Offshore
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Acquired by Avista
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Offshore
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Series B-1 Preferred Stock
|
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3/15/07
|
*
|
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4157
|
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3290
|
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867
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|
Series B-1 Preferred Stock
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6/15/07
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*
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4240
|
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3356
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|
|
884
|
|
Series B-1 Preferred Stock
|
|
|
9/15/07
|
*
|
|
|
4325
|
|
|
|
3423
|
|
|
|
902
|
|
Series B-1 Preferred Stock
|
|
|
12/15/07
|
*
|
|
|
4411
|
|
|
|
3491
|
|
|
|
920
|
|
Series B-1 Preferred Stock
|
|
|
3/15/07
|
*
|
|
|
4500
|
|
|
|
3561
|
|
|
|
939
|
|
Series B-1 Preferred Stock
|
|
|
6/15/07
|
*
|
|
|
4589
|
|
|
|
3632
|
|
|
|
957
|
|
Series B-1 Preferred Stock
|
|
|
9/15/07
|
*
|
|
|
4681
|
|
|
|
3705
|
|
|
|
976
|
|
Series B-1 Preferred Stock
|
|
|
12/15/08
|
|
|
|
4775
|
|
|
|
3779
|
|
|
|
996
|
|
Series B-2 Preferred Stock
|
|
|
9/15/08
|
*
|
|
|
1277
|
|
|
|
1011
|
|
|
|
266
|
|
Series B-2 Preferred Stock
|
|
|
12/15/08
|
|
|
|
2425
|
|
|
|
1919
|
|
|
|
506
|
|
|
|
|
*
|
|
Certificates for such shares were actually delivered to Avista and Avista Offshore on
October 29, 2008.
|
(d) The right to receive dividends on, and proceeds from the sale of, the shares of Common
Stock, the Series B-1 Preferred Stock, the Series B-2 Preferred Stock and the Warrants held of
record by the applicable Filing Parties and beneficially owned by their respective sole general
partner or members, as the case may be, described in paragraphs (a) and (b) above is governed by
their respective limited partnership agreements and limited liability regulations, as applicable,
of each of such entities, and such dividends or proceeds may be distributed with respect to
numerous general and limited partnership or membership interests.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits.
|
1.
|
|
Stock Transfer Agreement, by and between Avista Capital Partners, L.P., and Avista
Capital Partners (Offshore), L.P., dated as of December 31, 2008.
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth herein is true, complete and correct.
|
|
|
|
|
|
|
|
|
Dated: January 9, 2009
|
|
AVISTA CAPITAL PARTNERS, L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
AVISTA CAPITAL PARTNERS, GP, LLC,
its general partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Ben Silbert, General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Ben Silbert
|
|
|
|
|
|
|
Title:
|
|
General Counsel
|
|
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth herein is true, complete and correct.
|
|
|
|
|
|
|
|
|
Dated: January 9, 2009
|
|
AVISTA CAPITAL PARTNERS (OFFSHORE), L.P.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
AVISTA CAPITAL PARTNERS, GP, LLC,
its general partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Ben Silbert, General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Ben Silbert
|
|
|
|
|
|
|
Title:
|
|
General Counsel
|
|
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth herein is true, complete and correct.
|
|
|
|
|
|
|
|
|
Dated: January 9, 2009
|
|
AVISTA CAPITAL PARTNERS GP, LLC
|
|
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
/s/ Ben Silbert, General Counsel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Ben Silbert
|
|
|
|
|
|
|
Title:
|
|
General Counsel
|
|
|
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