SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
SEITEL, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
816074405
(CUSIP Number)
CARL KRASIK
MELLON FINANCIAL CORPORATION
ONE MELLON CENTER
PITTSBURGH, PENNSYLVANIA
TELEPHONE: 412-234-5222
(Name, address and telephone number of person
authorized to receive notices and communications)
July 2, 2004
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [X].
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.
CUSIP No. 816074405
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mellon Financial Corporation, I.R.S. No. 25-1233834
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)[ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH
(7) SOLE VOTING POWER 142,393,700
(8) SHARED VOTING POWER -0-
(9) SOLE DISPOSITIVE POWER 142,393,700
(10) SHARED DISPOSITIVE POWER -0-
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,393,700
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.1%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 2 of 17
CUSIP No. 816074405
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mellon HBV Alternative Strategies Holdings, LLC, I.R.S. No.45-1542297
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)[ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH
(7) SOLE VOTING POWER 142,393,700
(8) SHARED VOTING POWER -0-
(9) SOLE DISPOSITIVE POWER 142,393,700
(10) SHARED DISPOSITIVE POWER -0-
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,393,700
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.1%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
Page 3 of 17
CUSIP No. 816074405
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mellon HBV Alternative Strategies LLC, I.R.S. No. 13-4050836
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)[ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH
(7) SOLE VOTING POWER 142,393,700
(8) SHARED VOTING POWER -0-
(9) SOLE DISPOSITIVE POWER 142,393,700
(10) SHARED DISPOSITIVE POWER -0-
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
142,393,700
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
86.1%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
IA
--------------------------------------------------------------------------------
Page 4 of 17
CUSIP No. 816074405
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mellon HBV Company, Ltd., (No I.R.S. No. - Cayman Company)
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)[ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH
(7) SOLE VOTING POWER 109,515,268
(8) SHARED VOTING POWER , -0-
(9) SOLE DISPOSITIVE POWER 109,515,268
(10) SHARED DISPOSITIVE POWER -0-
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
109,515,268
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.2%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
Page 5 of 17
CUSIP No. 816074405
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mellon Master Multi-Strategy Fund L.P., I.R.S. No. 75-2995342
--------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
--------------------------------------------------------------------------------
(3) SEC USE ONLY
--------------------------------------------------------------------------------
(4) SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)[ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
--------------------------------------------------------------------------------
NUMBER OF SHARES BENEFICIALLY OWNED BY PERSON WITH
(7) SOLE VOTING POWER 106,736,873
(8) SHARED VOTING POWER -0-
(9) SOLE DISPOSITIVE POWER 106,736,873
(10) SHARED DISPOSITIVE POWER -0-
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
106,736,873
--------------------------------------------------------------------------------
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
64.5%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
PN
--------------------------------------------------------------------------------
Page 6 of 17
INTRODUCTORY STATEMENT
This Statement is a joint filing which constitutes the initial Schedule
13D filing of Mellon Financial Corporation, Mellon HBV Alternative Strategies
Holdings LLC, Mellon HBV Alternative Strategies LLC, Mellon HBV Company, Ltd.
and Mellon Master Multi-Strategy Fund L.P., in each case with respect to the
Common Stock (as defined below) of Seitel, Inc (the "Company").
ITEM 1. SECURITY AND ISSUER
The title of the class of equity securities to which this Statement
relates is the common stock of Seitel, Inc. (the "Common Stock"). The principal
executive offices of the Company are located at 50 Briar Hollow Lane, West
Building, 7th Floor, Houston, Texas 77027.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by the following entities:
(i) Mellon Financial Corporation. ("MFC")
(ii) Mellon HBV Alternative Strategies Holdings LLC ("Holdings")
(iii) Mellon HBV Alternative Strategies LLC (the "Adviser")
(iv) Mellon HBV Company, Ltd. ("Limited")
(v) Mellon Master Multi-Strategy Fund L.P. (the "Fund")
Holdings is a wholly owned direct subsidiary of MFC. The Adviser is
a wholly owned indirect subsidiary of MFC, a wholly owned direct
subsidiary of Holdings and a registered investment adviser under the
Investment Advisers Act of 1940. Limited is a wholly owned indirect
subsidiary of MFC and a wholly owned direct subsidiary of the
Adviser. The Fund is a limited partnership which is exempt from
registration as an investment company under the Investment Company
Act of 1940. Limited is the general partner of the Fund. Voting and
investment power over the securities reported herein as beneficially
owned is exercised by the Adviser as investment adviser to the Fund
and other funds which do not individually beneficially own more than
5% of the outstanding Common Stock.
(b) Each of the entities listed in (a)(i) through (a)(v) above is
hereinafter referred to individually as a "Reporting Entity." The
business address of the Reporting Entities is:
c/o Mellon Financial Corporation
One Mellon Center
Pittsburgh, Pennsylvania 15258
Page 7 of 17
(d) During the last five years, none of the Reporting Entities has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, none of the Reporting Entities has been
a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding 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.
(f) MFC is organized under the laws of Pennsylvania. Holdings, the
Adviser, and the Fund are organized under the laws of Delaware. Limited is
organized under the laws of the Cayman Islands.
Information with respect to the executive officers and directors of the
Reporting Entities is attached as Annex A and Annex B to this Schedule 13D. To
the best knowledge of the persons signing this Schedule 13D, during the past
five years none of such persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding 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.
Funds for the purchase of shares listed herein as beneficially owned by
the Fund were or will be provided from the assets of the Fund. Funds for the
purchase of other shares reported as beneficially owned by the Reporting
Entities were or will be provided from the assets of other funds for which the
Adviser acts as investment adviser.
ITEM 4. PURPOSE OF TRANSACTION.
Seitel, Inc. emerged from bankruptcy proceedings on July 2, 2004. As part
of its new capitalization, Seitel registered (Registration No. 333-113446)
125,000,000 shares of new common stock (the "Common Stock") and 25,375,683
Common Stock purchase warrants (the "Purchase Warrants"), which were issued to
its stockholders of record as of June 25, 2004. Each of the Purchase Warrants is
exercisable, at 60 cents per share, for 4.926 shares of Common Stock, until they
expire on August 2, 2004.
To ensure that the Company would realize gross proceeds of $75,000,000 to
the extent the Purchase Warrants are not exercised in full prior to August 2,
2004, Seitel entered into a Standby Funding Commitment Letter Agreement (the
"Standby Purchase Agreement"), dated as of January 5, 2004, with HBV Alternative
Strategies LLC (on behalf of the Fund and certain other funds and accounts
managed by the Adviser (the "Mellon entities")). Pursuant to the Standby
Purchase Agreement, the Mellon entities agreed to act as standby purchasers, and
in that capacity to purchase, after the Purchase Warrants expire on or prior to
August 12, 2004 (the "Guaranty Performance Date"), at 60 cents per share, all
shares of Common Stock not sold upon the exercise of the Purchase Warrants. If
none of the Purchase Warrants are exercised before they expire, the Mellon
entities would be required to purchase all 125,000,000 shares of Common Stock
for $75,000,000 in cash.
In consideration for the standby purchase obligation, Seitel has agreed to
issue 15,037,568 additional warrants to the Mellon entities on the Guaranty
Performance Date (the "Standby Warrants"), which will be exercisable, at 72
cents per share (subject to adjustment upon the occurrence of certain events),
through July 2, 2011.
Page 8 of 17
Under the Standby Purchase Agreement, the Adviser also was granted the
right to designate 2 out of 7 directors to serve on reorganized Seitel's board
of directors. The Adviser has designated Messrs. Robert J. Simon and Robert
Kelley to serve on Seitel's board, effective as of July 2, 2004, when the
Company emerged from Chapter 11 bankruptcy proceedings. In addition, the Adviser
participated in the selection of a third director (together with the chairman of
the board and the official equity committee), Mr. Randell D. Stilley, to serve
as an initial director of Seitel.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Reporting Entities currently have sole voting and dispositive power
with respect to 2,356,132 shares of Seitel Common Stock, of which 1,766,132
shares are held by the Fund and the remaining shares are held by other funds or
accounts for which the Adviser acts as investment adviser
Pursuant to Seitel's Registration Statement and the aforementioned Standby
Purchase Agreement, the Reporting Entities may acquire an additional (1)
11,606,306 shares of Seitel Common Stock upon exercise of Purchase Warrants
(CUSIP NO. 816074140) issued to Mellon on July 2, 2004; (2) up to 113,393,694
shares of Seitel Common Stock on the Guaranty Performance Date; and (3) 15,
037,568 shares of Seitel Common Stock upon exercise of the Standby Warrants. Of
these, the Fund may acquire an additional (1) 8,699,966 shares of Common Stock
upon exercise of the Purchase Warrants, (2) up to 84,998,779 shares of Common
Stock on the Guaranty Performance Date and (3) 11,271,996 shares upon exercise
of the Standby Warrants.
On July 2, 2004, Seitel issued to the Mellon entities 2,356,132 shares of
new Seitel Common Stock in exchange for previously held shares. In addition,
Mellon entities received 2,356,132 Purchase Warrants which, if exercised, would
enable them to acquire an additional 11,606,306 shares. If all the Purchase
Warrants issued to Mellon and the other shareholders of the Company were
exercised, the Reporting Entities' beneficial interest in Seitel's Common Stock
would remain at 9.28%. If none of the other shareholders exercise their Purchase
Warrants prior to their expiration on August 2, 2004, under the Standby Purchase
Agreement Mellon entities will be required to purchase an additional 113,393,694
shares of Seitel on the Guaranty Performance Date. However, even if Mellon
entities are not required by Seitel to purchase any additional shares of new
Seitel Common Stock under the Standby Purchase Agreement, Mellon entities will
receive additional Standby Warrants to purchase 15,037,568 shares (or, on a
fully diluted basis 9.10%) of Seitel Common Stock at an exercise price of 72
cents per share (subject to adjustment in certain circumstances).
The percentages reported herein assume exercise by the Reporting Entities
of the Purchase Warrants and the Standby Warrants issued to them, but no
exercise by any other holder of the Purchase Warrants.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Under the Standby Purchase Agreement, Mellon entities are entitled to
certain registration rights with respect to the Seitel Common Stock and Standby
Warrants. On July 2, 2004, Seitel entered into a registration rights agreement
(the "RRA") with Mellon granting Mellon entities two demand registration rights
and unlimited piggy-back registration rights to
Page 9 of 17
enable them to resell all of the Common Stock and Standby Warrants issued to
them. A copy of the RRA is incorporated herein by reference as Exhibit 2.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit No. Title
----------- -----
1. Standby Funding Commitment Letter Agreement
2. Registration Rights Agreement
Page 10 of 17
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. This filing is signed by Mellon Financial Corporation on behalf of all
Reporting Entities.
Dated: July 12, 2004
MELLON FINANCIAL CORPORATION
By: /s/ Carl Krasik
----------------------------------
Name: Carl Krasik
Title: Associate General Counsel and
Secretary
Page 11 of 17
Each of the undersigned hereby authorizes Mellon Financial Corporation, in
accordance with Rule 13d-1(f)(1) under the Securities Exchange Act of 1934, as
amended (the "1934 Act"), to file, on behalf of the undersigned, any statement
required to be signed by the undersigned, on Schedule 13D pursuant to Rule 13d-1
under the 1934 Act and any amendment thereto pursuant to Rule 13d-2 under the
1934 Act.
Each of the undersigned represents that it is individually eligible to use
Schedule 13D, and acknowledges its responsibility for the timely filing of such
Schedule 13D and any amendments thereto, and for the completeness and accuracy
of the information concerning such entity contained therein. However, each of
the undersigned is not responsible for the completeness or accuracy of the
information concerning the other entities making the filing on Schedule 13D
unless such undersigned knows or has reason to believe that such information is
inaccurate.
Date: July 12, 2004
MELLON HBV ALTERNATIVE STRATEGIES MELLON HBV ALTERNATIVE STRATEGIES LLC
HOLDINGS LLC
/s/ CARL KRASIK /s/ CARL KRASIK
___________________________________ ___________________________________
Name: Carl Krasik Name: Carl Krasik
Title: Attorney-in-Fact Title: Attorney-in-Fact
MELLON HBV COMPANY LTD HBV MASTER MULTI-STRATEGY FUND LTD.
/s/ CARL KRASIK /s/ CARL KRASIK
___________________________________ ___________________________________
Name: Carl Krasik Name: Carl Krasik
Title: Attorney-in-Fact Title: Attorney-in-Fact
Page 12 of 17
Annex A
Executive Officers and Directors of
Mellon HBV Alternative Strategies Holdings LLC
Mellon HBV Alternative Strategies LLC
and Mellon HBV Company, Ltd. (the "Mellon HBV Entities")
TITLE WITH EACH
NAME AND BUSINESS ADDRESS MELLON HBV ENTITY PRINCIPAL OCCUPATION
William F. Harley, III Manager/Director; Same
c/o Mellon HBV Alternative President
Strategies LLC
200 Park Avenue, Suite 300
New York, NY 10166-3399
Edward A. Schinik Manager/Director; Same
c/o Mellon HBV Alternative Secretary, Treasurer
Strategies LLC
200 Park Avenue, Suite 300
New York, NY 10166-3399
John J. Nagorniak Manager/Director Consultant, Foxstone
c/o Mellon HBV Alternative Financial, Inc.,
Strategies LLC Walpole, MA
200 Park Avenue, Suite 300 (consulting firm)
New York, NY 10166-3399
Patrick Sheppard Manager/Director Senior Vice President
c/o Mellon HBV Alternative and Chief Operating
Strategies LLC Officer, Mellon
200 Park Avenue, Suite 300 Institutional Asset
New York, NY 10166-3399 Management, Boston, MA
(investment management)
Each of the above individuals is a citizen of the United States.
Page 13 of 17
Annex B
Executive Officers and Directors of
Mellon Financial Corporation
Directors of Mellon Financial Corporation:
DIRECTOR PRINCIPAL OCCUPATION
-------- --------------------
Ruth E. Bruch Senior Vice President and Chief Information
Officer, Lucent Technologies, Inc., Murray Hill,
NJ (communications networking solutions)
Paul L. Cejas Chief Executive Officer, PLC Investments Inc.,
Miami Beach, FL (investment management)
Jared L. Cohon President, Carnegie Mellon University,
Pittsburgh, PA (private coeducational research
university)
Steven G. Elliott Senior Vice Chairman, Mellon Financial
Corporation and Mellon Bank, N.A., Pittsburgh, PA
Ira J. Gumberg President and Chief Executive Officer, J.J.
Gumberg Co., Pittsburgh, PA (real estate
development and acquisition)
Edmund F. Kelly Chairman, Liberty Mutual Group, Boston, MA
(insurance)
Edward J. McAniff Of Counsel, O'Melveny & Myers, Los Angeles, CA
(full-service law firm)
Martin G. McGuinn Chairman and Chief Executive Officer, Mellon
Financial Corporation; Chairman, President and
Chief Executive Officer, Mellon Bank, N.A.,
Pittsburgh, PA
Robert Mehrabian Chairman, President and Chief Executive Officer,
Teledyne Technologies Incorporated, Los Angeles,
CA (advanced industrial technologies)
Seward Prosser Mellon President and Chief Executive Officer, Richard K.
Mellon and Sons (investments) and Richard King
Mellon Foundation (Philanthropy), Ligonier, PA
Mark A. Nordenberg Chancellor, University of Pittsburgh, Pittsburgh,
PA (major public research university)
Page 14 of 17
James F. Orr III Chairman, The Rockefeller Foundation, New York,
NY (philanthropy)
David S. Shapira Chairman and Chief Executive Officer, Giant
Eagle, Inc., Pittsburgh, PA (retail grocery store
chain)
William E. Strickland, Jr. President and Chief Executive Officer, Manchester
Bidwell Corporation, Pittsburgh, PA (education of
inner-city youth and economically disadvantaged
individuals)
John P. Surma President and Chief Operating Officer, United
States Steel Corporation, Pittsburgh, PA (steel
manufacturing)
Wesley W. von Schack Chairman, President and Chief Executive Officer,
Energy East Corporation, Binghamton, NY (energy
services company)
Executive Officers of Mellon Financial Corporation:
NAME PRINCIPAL OCCUPATION
---- --------------------
Martin G. McGuinn Chairman and Chief Executive Officer, Mellon
Financial Corporation; Chairman, President and
Chief Executive Officer, Mellon Bank, N.A.
Steven G. Elliott Senior Vice Chairman, Mellon Financial
Corporation and Mellon Bank, N.A.
James D. Aramanda Vice Chairman, Mellon Financial Corporation and
Mellon Bank, N.A.
Stephen E. Canter Vice Chairman, Mellon Financial Corporation and
Mellon Bank, N.A.
David F. Lamere Vice Chairman, Mellon Financial Corporation and
Mellon Bank, N.A.
Jeffrey L. Leininger Vice Chairman, Mellon Financial Corporation and
Mellon Bank, N.A.
Ronald P. O'Hanley Vice Chairman, Mellon Financial Corporation and
Mellon Bank, N.A.
James P. Palermo Vice Chairman, Mellon Financial Corporation and
Mellon Bank, N.A.
Page 15 of 17
Allan P. Woods Vice Chairman and Chief Information Officer,
Mellon Financial Corporation and Mellon Bank,
N.A.
John T. Chesko Vice Chairman and Chief Compliance Officer,
Mellon Financial Corporation and Mellon Bank,
N.A.
Michael A. Bryson Chief Financial Officer, Mellon Financial
Corporation; EVP and Chief Financial Officer,
Mellon Bank, N.A.
Timothy P. Robison Chief Risk Officer, Mellon Financial Corporation;
Executive Vice President and Chief Risk Officer,
Mellon Bank, N.A.
Leo Y. Au Treasurer, Mellon Financial Corporation; Senior
Vice President, Manager, Corporate Treasury
Group, Mellon Bank, N.A.
Michael K. Hughey Senior Vice President and Controller, Mellon
Financial Corporation;Senior Vice President,
Director of Taxes and Controller, Mellon Bank,
N.A.
Each of the individuals listed above is a citizen of the United States of
America. The business address of each individual listed above is:
c/o Mellon Financial Corporation
4826 One Mellon Center
Pittsburgh, PA 15258
Page 16 of 17
EXHIBIT INDEX
Exhibit
No. Description and Method of Filing
1 Standby Funding Commitment Letter Agreement, incorporated by
reference to the Report on Form 8-K filed by Seitel, Inc. on January
12, 2004
2 Registration Rights Agreement, incorporated by reference to Exhibit
4.3 to the Registration Statement on Form S-1 of Seitel, Inc. No.
333-113446
Page 17 of 17