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1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 240.13D-1(B), (C) and AMENDMENTS THERETO FILED PURSUANT TO 240.13D-2 (Amendment No. 1)* MITCHAM INDUSTRIES, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 606501104 (CUSIP Number) August 3, 1998 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed. [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). Page 1 of 10 Pages 2 CUSIP No. 606501104 SCHEDULE 13G 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. Chaney & Partners IV L.P. (1) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 733,000 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER 733,000 REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 733,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.71% (2) 12 TYPE OF REPORTING PERSON (See Instructions) PN - --------------------- (1) R. Chaney & Partners IV L.P. and R. Chaney & Partners III L.P. are filing this Schedule 13G as members of a group. (2) Based on 9,510,658 shares of Common Stock believed to be issued and outstanding as of June 10, 1998. Page 2 of 10 Pages 3 CUSIP No. 606501104 SCHEDULE 13G 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. Chaney Investments, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 733,000 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER 733,000 REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 733,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.71% (1) 12 TYPE OF REPORTING PERSON (See Instructions) CO - --------------------- (1) Based on 9,510,658 shares of Common Stock believed to be issued and outstanding as of June 10, 1998. Page 3 of 10 Pages 4 SCHEDULE 13G CUSIP No. 606501104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. Chaney & Partners III L.P. (1) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 265,000 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER 265,000 REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 265,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.78% (2) 12 TYPE OF REPORTING PERSON (See Instructions) PN - --------------------- (1) R. Chaney & Partners IV L.P. and R. Chaney & Partners III L.P. are filing this Schedule 13G as members of a group. (2) Based on 9,510,658 shares of Common Stock believed to be issued and outstanding as of June 10, 1998. Page 4 of 10 Pages 5 SCHEDULE 13G CUSIP No. 606501104 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON R. Chaney & Partners, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 265,000 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER 265,000 REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 265,000 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.78% (1) 12 TYPE OF REPORTING PERSON (See Instructions) CO - --------------------- (1) Based on 9,510,658 shares of Common Stock believed to be issued and outstanding as of June 10, 1998. Page 5 of 10 Pages 6 CUSIP No. 606501104 SCHEDULE 13G 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Robert H. Chaney 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [ ] (b) [ ] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION USA 5 SOLE VOTING POWER 998,000 NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 7 SOLE DISPOSITIVE POWER 998,000 REPORTING PERSON 8 SHARED DISPOSITIVE POWER WITH 0 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 998,000 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) [ ] 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.49% (1) 12 TYPE OF REPORTING PERSON (See Instructions) IN - --------------------- (1) Based on 9,510,658 shares of Common Stock believed to be issued and outstanding as of June 10, 1998. Page 6 of 10 Pages 7 The Schedule 13G filed by R. Chaney & Partners IV, L.P. ("Fund IV"), R. Chaney Investments, Inc. ("Investments"), R. Chaney & Partners III L.P. ("Fund III"), R. Chaney & Partners, Inc. ("Partners") and Mr. Robert H. Chaney with the Securities and Exchange Commission on March 4, 1998, is hereby amended as follows: ITEM 1. No modification. ITEM 2. No modification. ITEM 3. No modification. ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 998,000 (b) Percent of class: 10.49%. (c) Number of shares as to which each person has: (i) sole power to vote or to direct the vote: 998,000(1) (ii) shared power to vote or to direct the vote: None. (iii) sole power to dispose or to direct the disposition of: 998,000(1) (iv) shared power to dispose or to direct the disposition of: None. - ---------------------- (1) Fund IV, Investments and Mr. Chaney have the sole power to vote or to direct the vote, and the sole power to dispose or to direct the disposition of, 733,000 shares. Fund III, Partners and Mr. Chaney have the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, 265,000 shares. Page 7 of 10 Pages 8 ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS No modification. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON No modification. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY No modification. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP No modification. ITEM 9. NOTICE OF DISSOLUTION OF GROUP No modification. ITEM 10. CERTIFICATION By signing below the undersigned certify that, to the best of the knowledge and belief of the undersigned, the securities referred to above were not acquired and are not held for the purpose of or with the affect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 8 of 10 Pages 9 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. August 6, 1998 R. CHANEY & PARTNERS IV L.P. By: R. Chaney Investments, Inc., General Partner By: /s/ Robert H. Chaney ------------------------- Robert H. Chaney, President and Chief Executive Officer R. CHANEY INVESTMENTS, INC. By: /s/ Robert H. Chaney ------------------------------ Robert H. Chaney, President and Chief Executive Officer R. CHANEY & PARTNERS III L.P. By: R. Chaney & Partners, Inc., General Partner By: /s/ Robert H. Chaney ------------------------- Robert H. Chaney, President and Chief Executive Officer Page 9 of 10 Pages 10 R. CHANEY & PARTNERS, INC. By: /s/ Robert H. Chaney ------------------------------ Robert H. Chaney, President and Chief Executive Officer /s/ Robert H. Chaney ----------------------------------- Robert H. Chaney, Sole Shareholder of R. Chaney Investments, Inc. and R. Chaney & Partners, Inc. Page 10 of 10 Pages 11 INDEX TO EXHIBITS
Exhibit No. Description ----------- ----------- 10.1 Joint Reporting Agreement dated as of March 3, 1998 by and among R. Chaney & Partners IV L.P., R. Chaney Investments, Inc., R. Chaney Partners III L.P., R. Chaney & Partners, Inc. and Robert H. Chaney (previously filed as Exhibit 10.1 to Schedule 13G filed by the reporting persons on March 4, 1998, and incorporated herein by reference).