SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
TO
SCHEDULE 14D-9
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SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO
SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
3-D GEOPHYSICAL, INC.
(Name of Subject Company)
3-D GEOPHYSICAL, INC.
(Name of Person(s) Filing Statement)
Common Stock, par value $.01 per share
(Title of Class of Securities)
88553V107
(CUSIP Number of Class of Securities)
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JOEL FRIEDMAN
CHAIRMAN
3-D GEOPHYSICAL, INC.
599 Lexington Avenue
New York, New York 10022
(212) 317-1234
(Name, Address and Telephone Number of Person
Authorized to Receive Notice and Communications on Behalf of
the person(s) filing statement)
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This Amendment No. 4 amends and supplements the information set forth
in the Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the
Securities Exchange Act of 1934 on Schedule 14D-9, as amended (the "Schedule
14D-9"), filed by 3-D Geophysical, Inc. (the "Company") on March 13, 1998 with
respect to a tender offer by WAI Acquisition Corp., a Delaware corporation
("Purchaser"), a wholly-owned subsidiary of Western Atlas Inc., a Delaware
corporation ("Western"), disclosed in a Tender Offer Statement on Schedule
14D-1, dated March 13, 1998, to purchase all outstanding Shares at a purchase
price of $9.65 per share, net to the seller in cash, without interest, upon the
terms and subject to the conditions set forth in an Offer to Purchase dated
March 13, 1998 and pursuant to the Agreement and Plan of Merger, dated as of
March 8, 1998, among Western, Purchaser and the Company. Unless otherwise
indicated, the capitalized terms used herein shall have the meanings specified
in the Schedule 14D-9.
ITEM 3. IDENTITY AND BACKGROUND.
Item 3 is hereby amended by adding the following to the end of
paragraph 3(b)(ii):
Mr. Wayne Widynowski, an officer and director of the Company, has
entered into a Support Agreement with terms substantially similar
to the other Support Agreements, with the exception that Mr.
Widynowski is not required to tender his Shares in the Offer
because he has requested, and the Company has agreed, that he
will sell, and the Company will purchase, all of his Shares
immediately before the consummation of the Offer.
ITEM 4. THE SOLICITATION AND RECOMMENDATION.
The section entitled "Recommendations of the Board of Directors -
Fairness of the Offer and the Merger" is hereby deleted in its entirety and
replaced with the following:
Recommendations of the Board of Directors: Fairness of the Offer and
the Merger.
In approving the Merger Agreement and recommending acceptance of the
Offer and adoption of the Merger Agreement, the Board considered a number of
factors and identified a number of factors that indicated that the Offer and the
Merger were fair to and in the best interests of the Company and its
stockholders, including, but not limited to, the following:
(i) Uncertainties regarding the future of the Company's
business, financial condition, results of operations, assets,
liabilities, business strategy and prospects, including the Company's
prospects in the event of a possible downturn in the oilfield services
industry.
(ii) The Company's existing competition in the industry in
which it operates and the threat of increased future competition, the
significantly larger size of certain other participants in the industry
in which it operates and the greater available capital and
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other resources of such participants as compared to the available
capital and other resources of the Company.
(iii) The historical and current market prices for the Shares.
(iv) The opinion of Salomon Smith Barney dated March 8, 1998
(the "Opinion") to the effect that, as of such date and based upon and
subject to certain matters stated in the Opinion, the $9.65 per Share
cash consideration to be received by holders of Shares (other than
Western and its affiliates) in the Offer and the Merger was fair, from
a financial point of view, to such holders. The full text of Salomon
Smith Barney's Opinion, which sets forth the assumptions made, matters
considered and limitations on the review undertaken by Salomon Smith
Barney, is attached hereto as Exhibit (a)(4) and is incorporated herein
by reference. The Opinion is directed only to the fairness, from a
financial point of view, of the cash consideration to be received in
the Offer and the Merger by holders of Shares (other than Western and
its affiliates) and is not intended to constitute, and does not
constitute, a recommendation as to whether any stockholder should
tender Shares pursuant to the Offer. HOLDERS OF SHARES ARE URGED TO
READ HE OPINION CAREFULLY IN ITS ENTIRETY.
(v) The fact that the Offer was not subject to a financing
condition.
(vi) The financial and other terms and conditions of the
Offer, the Merger and the Merger Agreement, including, without
limitation, the facts that the terms of the Merger Agreement will not
prevent other third parties from making certain bona fide proposals
subsequent to execution of the Merger Agreement, will not prevent the
Company Board from determining, in the exercise of its fiduciary duties
in accordance with the Merger Agreement, to provide information to and
engage in negotiations with such third parties and will permit the
Company, subject to the non-solicitation provisions and the payment of
the termination fee discussed heerein, to enter into a transaction with
a third party that would be more favorable to the Company's
stockholders from a financial point of view than the Offer and the
Merger.
(vii) The structure of the transaction, which is designed,
among other things, to result in receipt by the holders of Shares at
the earliest practicable time of consideration to be paid in the Offer
and the fact that the consideration to be paid in the Offer and the
Merger is the same.
(viii) The likelihood that the Offer and the Merger would be
consummated.
The Board also considered possible alternatives to the Offer and the
Merger, including the possibility of continuing to operate the Company as an
independent entity and the timing and feasability of those alternatives, and the
possible values that might be realized by the Company's stockholders as a result
of such alternatives and concluded that the Offer and Merger were more desirable
transactions for the Company to pursue.
The foregoing discussion of the information and factors considered and
given weight by the Board is not intended to be exhaustive. In view of the
variety of factors considered in
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connection with its evaluation of the Offer and the Merger, the Board found it
impracticable to, and did not, quantify or otherwise attempt to assign relative
weights to the specific factors summarized in paragraphs (i) through (viii)
above that supported its determination that the Offer and Merger were fair to
and in the best interests of the Company and its stockholders.
ITEM 6. RECENT TRANSACTIONS AND INTEREST WITH RESPECT TO SECURITIES.
Item 6(b) is hereby amended by removing the words "one
officer-director" and inserting in their place: "Mr. Wayne Widynowski, an
officer and director of the Company,"
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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: April 1, 1998
3-D GEOPHYSICAL, INC.
By: /s/ Joel Friedman
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Name: Joel Friedman
Title: Chairman
