SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 3
TO
SCHEDULE 14D-9
-------------------------
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)
------------------------
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)
-------------------------
<PAGE>
This Amendment No. 3 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 8. ADDITIONAL INFORMATION TO BE FURNISHED.
On March 27, 1998 the Company and Western issued a press release
announcing that they had entered into a settlement in principle of the lawsuit
brought in the Court of Chancery of the State of Delaware on behalf of a
purported class of public shareholders of the Company. In connection with such
settlement the Company, Western and WAI entered into an amendment (the
"Amendment") to the Agreement and Plan of Merger dated as of March 8, 1998 by
and among the Company, Western and WAI (the "Merger Agreement"). Pursuant to the
Amendment the Termination Fee (as defined, and payable by the Company to Western
under the circumstances set forth in the Merger Agreement) has been reduced to
$4,000,000.
- 2 -
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 is hereby amended and supplemented by adding thereto the
following:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(5) - Text of Press Release issued by Western and the Company on March
27, 1998.
(c)(15) - Amendment to Agreement and Plan of Merger, dated March 27, 1998,
by and among the Company, WAI and Western.
- 3 -
<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: March 27, 1998
3-D GEOPHYSICAL, INC.
By: /s/ Joel Friedman
-----------------
Name: Joel Friedman
Title: Chairman
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
(a)(5) - Text of Press Release issued by Western and the Company on March
27, 1998.
(c)(15) - Amendment to Agreement and Plan of Merger, dated March 27, 1998,
by and among the Company, WAI and Western.
- 5 -
<PAGE>
Exhibit (a)(5)
Press Release
(HOUSTON and LITTLETON, Colorado, March 27) - 3-D Geophysical, Inc. and
Western Atlas Inc. today announced that they have agreed to amend their
previously-announced merger agreement to provide, effective immediately, that
the termination fee payable under certain circumstanced by 3-D Geophysical, Inc.
to Western Atlas Inc. shall be reduced from $5.5 million to $4.0 million.
Pursuant to the merger agreement dated as of March 8, 1998, which was
unanimously approved by 3-D Geophysical's Board of Directors, Western Atlas,
through its wholly owned subsidiary WAI Acquisition Corp., has commenced a
tender offer, which its wholly owned subsidiary WAI Acquisition Corp., has
commenced a tender offer, which unless extended will expire at 12:00 midnight,
New York City time, on April 9, 1998, for all outstanding shares of 3-D common
stock at a purchase price of $9.65 per share in cash.
The amendment was made in connection with the settlement in principle
of a lawsuit brought in the Court of Chancery of the State of Delaware on behalf
of a purported class of public shareholders of 3-D Geophysical seeking to enjoin
the tender offer and the merger. In addition, in connection with the settlement,
3-D announced that it would mail to its stockholders of record information
reflecting its results of operations for the three and twelve months ended
December 31, 1997.
Both 3-D Geophysical and Western Atlas have denied any wrongdoing or
liability in connection with the allegations made in the lawsuit, and said that
they had agreed to the settlement in principle to avoid the burdens and
distractions of litigation.
In addition, effective March 26, 1998 Western Atlas has received early
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to the acquisition of 3-D Geophysical.
3-D Geophysical operates land-based and shallow-water seismic data
acquisition systems utilizing state-of-the-art recording equipment. The company
also offers data processing services in Mexico. 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
energy industry.
- 6 -
<PAGE>
Exhibit (c)(15)
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (hereinafter called this
"Amendment"), is entered into as of March 27, 1998, by and among Western Atlas
Inc., a Delaware corporation ("Parent"), WAI Acquisition Corp., a Delaware
corporation and a subsidiary of Parent (the "Purchaser"), and 3-D Geophysical,
Inc., a Delaware corporation (the "Company"), and is made with reference to that
certain Agreement and Plan of Merger dated as of March 8, 1998 among Parent, the
Company and Purchaser (the "Merger Agreement"). Capitalized terms used herein
shall have the meanings assigned in the Merger Agreement unless otherwise
defined herein.
WHEREAS, in connection with the settlement of certain litigation the
Company, the Purchaser and Parent (collectively, the "Parties") desire to amend
the Merger Agreement as set forth herein.
NOW, THEREFORE in consideration of the premises and of the agreements
herein contained and for other good and valuable consideration, the Parties
hereto agree as follows:
1. Termination Fee. Section 8.03(b) of the Merger Agreement is hereby
amended by deleting the phrase "$5,500,000 (the "Termination Fee")" and
substituting in place thereof the phase "$4,000,000 (the "Termination Fee"):.
2. Effect. Except as specifically provided for herein, the Merger
Agreement shall otherwise remain in full force and effect.
3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
WESTERN ATLAS INC.
By: /s/ James E. Brasher
--------------------
Name: James E. Brasher
Title: Senior Vice President
WAI ACQUISITION CORP.
By: /s/ James E. Brasher
--------------------
Name: James E. Brasher
Title: Vice President
3-D GEOPHYSICAL, INC.
By: /s/ Joel Friedman
-----------------
Name: Joel Friedman
Title: Chairman
- 2 -
