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Technip – ‘SC 13D/A’ on 12/20/02 re: CGG

On:  Friday, 12/20/02, at 10:09am ET   ·   Accession #:  1156973-2-1077   ·   File #:  5-52749

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/20/02  Technip                           SC 13D/A               1:34K  CGG                               Bowne - Bol/FA

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial        HTML     37K 
                          Ownership                                              

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549, U.S.A.

SCHEDULE 13D/A

(Amendment No. 1)

under the Securities Exchange Act of 1934

Compagnie Générale de Géophysique

Ordinary Shares, nominal value Euro 2 per share, and
American depositary shares, each representing one-fifth of one Ordinary Share

204-386-106 (American depositary shares)
(CUSIP Number)

Daniel Valot
Chairman of the Management Board
Technip-Coflexip
La Défense 6
170, Place Henri Régnault
92973 Paris La Défense Cedex 23, France
Tel. (33) 1 47 78 21 21

Copies of all notices should be sent to:

Robert C. Treuhold, Esq.
Shearman & Sterling
114 avenue des Champs-Elysées
75008 Paris
Tel. (33) 1 53 89 70 00

December 9, 2002

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 Rule 13d-1(b)(3) or (4), check the following box [ ].

Check the following box if a fee is being paid with this statement [ ].

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Schedule 13D

(a)

(b)

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Item 1. Security and Issuer

     This Amendment No. 1 amends the Statement on Schedule 13D (such schedule as amended being the “Schedule 13D”) originally filed on November 8, 2001 and relating to the ordinary shares, nominal value Euro 2 per share (the “Ordinary Shares”), and the American depositary shares (“ADSs”), each representing one-fifth of one Ordinary Share and evidenced by American depositary receipts, of Compagnie Générale de Géophysique, a French société anonyme (the “Issuer”) with its principal executive offices located at 1, Léon Migaux, 91341 Massy Cedex, France. References herein to Ordinary Shares are references also to ADSs unless the context otherwise requires. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Schedule 13D.

Item 2. Identity and Background

     This Amendment No. 1 to Schedule 13D is filed by Technip-Coflexip, a French société anonyme (“Technip-Coflexip” or the “Reporting Person”).

     Technip-Coflexip’s principal business is engineering, technologies and construction services for oil and gas, petrochemical and other industries. Technip-Coflexip is organized under the laws of the French Republic and the address of its principal place of business is 170, place Henri Régnault, 92973 Paris La Défense 6, France. The list of the executive officers and directors of Technip-Coflexip, attached hereto as Schedule I, contains the following information with respect to each such person: (i) name; (ii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; (iii) business address; and (iv) citizenship.

     During the last five years, neither Technip-Coflexip nor, to the best knowledge of the Reporting Person, any of the persons named on Schedule I (a) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person 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.

Item 3. Source and Amount of Funds or Other Consideration

     No amendment.

Item 4. Purpose of the Transaction

     Item 4 is amended to add the following final paragraph:

     As agreed in the Memorandum of Understanding, dated July 2, 2001, between the Institut Français du Pétrole (IFP), ISIS and Technip, entered into in the context of the public exchange offer on ISIS shares initiated by Technip on July 3, 2001, IFP and ISIS had committed on November 7, 2001 to two exchange commitments. Pursuant to these commitments, ISIS was bound to exchange its 1,436,622 shares of Compagnie Générale de Géophysique (CGG) for 511,253 shares of Technip (since renamed Technip-Coflexip) held by IFP, and vice versa. Subsequent to the public exchange offer on ISIS, ISIS was merged into Technip-Coflexip. On November 18, 2002, the Management Board of Technip-Coflexip

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resolved to trigger this exchange of 1,436,622 CGG shares against 511,253 Technip-Coflexip shares. The exchange was consummated on December 9, 2002.

Item 5. Interest in Securities of the Issuer

     (a)  Subsequent to the exchange described in Item 4, as amended, the Reporting Persons are the beneficial owners of zero Ordinary Shares and hold no interests in the capital or voting rights of the Issuer. To the best knowledge of the Reporting Persons, the directors and executive officers of Technip-Coflexip do not beneficially own any Ordinary Shares, with the sole exception of Mr. Valot and Mr. Mandil who are required by French law to hold one share each of CGG in their capacity as director of that company.

     (b)  No amendment.

     (c)  Except as described in this Schedule 13D, neither the Reporting Persons nor any other person referred to in Schedules I or II attached hereto has acquired any Ordinary Shares during the past 60 days.

     (d)  No amendment

     (e)  The Reporting Person ceased to be the beneficial owner of more than 5% of the Ordinary Shares of Compagnie Générale de Géophysique on December 9, 2002.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

     No amendment.

Item 7. Material to be Filed as Exhibits

     No amendment

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     After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this Statement is true, complete and correct.

Date: December 20, 2002

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Schedule I

Supervisory Board Members and Executive Officers of Technip-Coflexip

     The name, present principal occupation or employment of Technip-Coflexip’s Supervisory Board Members and executive officers and the name and principal business of any corporation (other than Technip-Coflexip, Coflexip or any of their subsidiairies) in which such employment is conducted, the residence or business address, the citizenship and number of Ordinary Shares (including in the form of ADSs) of the Issuer owned by such persons, if any, are as follows:

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		12/20/02		6-K
		12/9/02
		11/18/02		6-K
		11/8/01
		11/7/01
		7/3/01
		7/2/01
				List all Filings

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Filing Submission 0001156973-02-001077   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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