UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3 *
COMPAGNIE GENERALE DE GEOPHYSIQUE
--------------------------------------------------------------
(Name of Issuer)
ORDINARY SHARES OF NOMINAL VALUE TWO EUROS EACH
--------------------------------------------------------------
(Title of Class of Securities)
[NONE]**
--------------------------------------------------------------
(CUSIP Number)
STEVEN J. STEINMAN, ESQ.
FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP
ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
MARCH 9, 2005
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(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 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 ss.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).
-----------------------------
** The CUSIP Number for the American Depositary Shares, each representing
one fifth of one Ordinary Share of nominal value two euros each, is
204386106.
SCHEDULE 13D
CUSIP No. None Page 1 of 9 Pages
1. NAME OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
ENERGY FUND II GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,777,071
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 1,777,071
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,777,071
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
14. TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. None Page 3 of 9 Pages
1. NAME OF REPORTING PERSONS.
BEACON ENERGY INVESTORS II, LP
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,777,071
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 1,777,071
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,777,071
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.2%
14. TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. None Page 4 of 9 Pages
1. NAME OF REPORTING PERSONS.
THE BEACON GROUP ENERGY INVESTMENT FUND II, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,748,648
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 1,748,648
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,748,648
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0%
14. TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP No. None Page 5 of 9 Pages
1. NAME OF REPORTING PERSONS.
CGG INVESTORS LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
AF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
SHARES 1,748,648
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 1,748,648
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,748,648
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.0%
14. TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. None Page 6 of 9 Pages
1. NAME OF REPORTING PERSONS.
GF LTD. TRANSACTION PARTNERSHIP, L.P.
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 PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 7. SOLE VOTING POWER
SHARES 28,423
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 28,423
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,423
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.2%
14. TYPE OF REPORTING PERSON*
PN
This Statement on Schedule 13D, relating to the Ordinary Shares of
nominal value two euros each (the "Ordinary Shares") of Compagnie Generale
de Geophysique, a company organized under the laws of the Republic of
France (the "Issuer") amends the Schedule 13D filed on February 4, 2000 by
and on behalf of Energy Fund II GP, LLC, Beacon Energy Investors II, L.P.,
The Beacon Group Energy Investment Fund II, L.P., CGG Investors LLC, and GF
Ltd. Transaction Partnership, L.P. (collectively, the "Reporting Persons")
and amended by Amendment No. 1 thereto filed on December 13, 2001 and
Amendment No. 2 thereto filed on October 4, 2004.
ITEM 1. SECURITY AND ISSUER.
Unchanged.
ITEM 2. IDENTITY AND BACKGROUND.
Unchanged.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Unchanged.
ITEM 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended in its entirety as follows:
The Reporting Persons intend to dispose of some or all of the Ordinary
Shares owned by them and have engaged an investment bank to assist in any
such disposition of Ordinary Shares. The timing, form and size of any such
disposition would depend on the market for the Ordinary Shares, general
economic conditions, money and stock market considerations and other future
developments. The Reporting Persons reserve the right not to dispose of any
Ordinary Shares.
Except as disclosed in this Item 4, none of the Reporting Persons have
any plans or proposals that relate to or would result in any of the events
described in paragraphs (a) through (j) of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended in its entirety as follows:
(a) The aggregate number and percentage of the Ordinary Shares
beneficially owned by each of the Reporting Persons are set forth on the
cover pages of this Statement on Schedule 13D, and such information is
incorporated herein by reference.
(b) The number of Ordinary Shares as to which there is sole power to
vote or to direct the vote, sole power to dispose or to direct the
disposition, or shared power to dispose or direct the disposition for the
Reporting Persons is set forth on the cover pages of this Statement on
Schedule 13D, and such information is incorporated herein by reference.
Pursuant to the transactions described in Item 5(c) below, (i) the
1,777,071 Ordinary Shares beneficially owned by Energy Fund II GP, LLC and
Beacon Energy Investors II, LP represent 23.8 percent of the voting rights
of the Issuer; (ii) the 1,748,648 Ordinary Shares beneficially owned by The
Beacon Group Energy Investment Fund II, L.P. and CGG Investors LLC
represent 23.4 percent of the voting rights of the Issuer; and (iii) the
28,423 Ordinary Shares beneficially owned by GF Ltd. Transaction
Partnership, L.P. represent .4 percent of the voting rights of the Issuer.
(c) The Issuer's Articles of Association provide that a double voting
right is allocated to all registered and fully paid-up Ordinary Shares
registered in the name of the same holder for at least two years. Pursuant
to this provision, on December 13, 2001, the Ordinary Shares owned by the
Reporting Persons were allocated double voting rights. Additionally, on
October 7, 2002, the Issuer informed the Reporting Persons that due to the
lack of providing notice to the Issuer within fifteen days of crossing the
16 percent, 18 percent, and 20 percent threshold, the Reporting Persons had
lost a total of 760,742 voting rights. Pursuant to the Issuer's Articles of
Association, because two years have elapsed since the last notification
made by the Reporting Persons on October 4, 2002, the Reporting Persons
have automatically acquired certain double voting rights.
(d) The investors in The Beacon Group Energy Investment Fund II, L.P.
and GF Ltd. Transaction Partnership, L.P. have the right to receive
dividends from, and the proceeds from the sale of, the respective Ordinary
Shares reported by such persons on the cover pages of this Statement on
Schedule 13D. No such investor has such right with respect to more than 5%
of the Ordinary Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Unchanged.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 6 -- Agreement of Joint Filing
Exhibit 7 -- Press Release, dated March 9, 2005
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
Dated: March 9, 2005
ENERGY FUND II GP, LLC
By: /s/ John J. MacWilliams
--------------------------
Authorized Signatory
BEACON ENERGY INVESTORS II, LP
By: Energy Fund II GP, LLC
By: /s/ John J. MacWilliams
--------------------------
Authorized Signatory
THE BEACON GROUP ENERGY INVESTMENT FUND
II, L.P.
By: Beacon Energy Investors II, LP
By: Energy Fund II GP, LLC
By: /s/ John J. MacWilliams
--------------------------
Authorized Signatory
CGG INVESTORS LLC
By: The Beacon Group Energy Investment
Fund II, L.P.
By: Beacon Energy Investors II, LP
By: Energy Fund II GP, LLC
By: /s/ John J. MacWilliams
-----------------------
Authorized Signatory
GF LTD. TRANSACTION PARTNERSHIP, L.P.
By: Beacon Energy Investors II, LP
By: Energy Fund II GP, LLC
By: /s/ John J. MacWilliams
-------------------------
Authorized Signatory
SCHEDULE I
STATE OF
NAME INCORPORATION BUSINESS ADDRESS
---- ------------- ----------------
Energy Fund II GP, LLC Delaware 1221 Avenue of the Americas
New York, New York 10020
Beacon Energy Investors II, LP Delaware 1221 Avenue of the Americas
New York, New York 10020
The Beacon Group Energy Delaware 1221 Avenue of the Americas
Investment Fund II, L.P. New York, New York 10020
CGG Investors LLC Delaware 1717 South Boulder Avenue
Tulsa, Oklahoma 74119
GF Ltd. Transaction Delaware 1717 South Boulder Avenue
Partnership, L.P. Tulsa, Oklahoma 74119
EXHIBIT 6
AGREEMENT OF JOINT FILING
The undersigned agree that the foregoing Statement on Schedule 13D is being
filed with the Commission on behalf of each of the undersigned pursuant to
Rule 13d-1(k).
Dated: March 9, 2005
ENERGY FUND II GP, LLC
By: /s/ John J. MacWilliams
--------------------------
Authorized Signatory
BEACON ENERGY INVESTORS II, LP
By: Energy Fund II GP, LLC
By: /s/ John J. MacWilliams
--------------------------
Authorized Signatory
THE BEACON GROUP ENERGY INVESTMENT FUND
II, L.P.
By: Beacon Energy Investors II, LP
By: Energy Fund II GP, LLC
By: /s/ John J. MacWilliams
--------------------------
Authorized Signatory
CGG INVESTORS LLC
By: The Beacon Group Energy Investment
Fund II, L.P.
By: Beacon Energy Investors II, LP
By: Energy Fund II GP, LLC
By: /s/ John J. MacWilliams
-----------------------
Authorized Signatory
GF LTD. TRANSACTION PARTNERSHIP, L.P.
By: Beacon Energy Investors II, LP
By: Energy Fund II GP, LLC
By: /s/ John J. MacWilliams
-------------------------
Authorized Signatory
EXHIBIT 7
PRESS RELEASE
NOT TO BE ISSUED IN THE UNITED STATES, JAPAN AND CANADA
THE BEACON GROUP COMPAGNIE GENERALE DE GEOPHYSIQUE
THE BEACON GROUP INTENDS TO SELL ITS SHARES OF
COMPAGNIE GENERALE DE GEOPHYSIQUE
PARIS, MARCH 9, 2005: The Beacon Energy Investment Fund II LP and its
related entities intend to sell up to 1,777,071 shares in Compagnie
Generale de Geophysique (CGG - SRD 0000120164) in a private placement to
institutional investors. The shares to be sold represent 15.21% of the
outstanding shares of CGG.
Subject to market conditions, the placement is expected to be completed by
March 14, 2005.
Lehman Brothers will be the sole bookrunner of the private placement.
This announcement does not constitute an offer of securities of Compagnie
Generale de Geophysique for sale or subscription, or a solicitation of
offers to purchase or subscribe for securities, in France or in any other
jurisdiction.
This announcement is not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States absent
registration under the U.S. Securities Act of 1933, or an exemption from
registration. No public offering of securities has been or will be made in
the United States and, accordingly the securities will not be registered
under the U.S. Securities Act of 1933. This announcement is being issued
pursuant to Rule 135e of the U.S. Securities Act of 1933.