SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 5
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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<PAGE>
This Amendment No. 5, the final amendment, 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 (the "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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
Item 8 is hereby amended by adding the following paragraph 8(d):
(d) Expiration of the Offer
The Offer expired at 12:00 midnight, New York City time, on Thursday,
April 9, 1998. According to the depositary's preliminary report, 11,232,391
shares were tendered and not withdrawn (including 22,081 shares tendered by
means of guaranteed delivery) as of the expiration of the Offer, representing
approximately 94% of the outstanding share of the Company. The Purchaser
accepted for payment all shares validly tendered according to the terms of the
Offer.
Item 8(d) is hereby amended and supplemented to incorporate by
reference the information set forth in the press release issued by Western on
April 10, 1998, filed as exhibit (a)(6) to this Amendment No. 5.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the
following:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(6) Text of Press Release issued by Western on April 10, 1998.
<PAGE>
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 10, 1998
3-D GEOPHYSICAL, INC.
By: /s/ Joel Friedman
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Name: Joel Friedman
Title: Chairman
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(6) Text of Press Release issued by Western on April 10, 1998.
<PAGE>
Exhibit (a)(6)
Western Atlas Acquires Over 90% of 3-D Geophysical Shares in Tender Offer
HOUSTON, Texas - April 10, 1998 - Western Atlas Inc. (NYSE:WAI) today announced
that its wholly owned subsidiary, WAI Acquisition Corp., completed its $9.65 per
share cash tender offer for all of the outstanding shares of common stock and
the associated preferred share purchase rights of 3-D Geophysical, Inc.
According to the depositary's preliminary report, 11,232,391 shares were
tendered and not withdrawn (including 22,081 shares tendered by means of
guaranteed delivery) as of the expiration of the tender offer, representing
approximately 94% of the outstanding 3-D Geophysical shares. The offer expired
at 12:00 midnight, New York City time, on Thursday, April 9, 1998. WAI
Acquisition Corp. accepted for payment all shares validly tendered according to
the terms of the tender offer.
The tender offer will be followed by a merger of WAI Acquisition Corp. into 3-D
Geophysical in which each 3-D Geophysical share not acquired in the tender offer
will be converted into the right to receive $9.65 in cash.
Western Atlas Inc., based in Houston, Texas is one of the world's leading
oilfield services companies, providing seismic, well-logging, and reservoir
information services to the oil and gas industry.
SOURCE: Western Atlas, Inc.
