SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
SCHEDULE 14D-1
TENDER OFFER STATEMENT
PURSUANT TO
SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
_______________
NORAND CORPORATION
(Name of Subject Company)
WESTERN ATLAS INC.
WAI ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $1.00 PER SHARE
(Title of Class of Securities)
655421 10 5
(CUSIP Number of Class of Securities)
NORMAN L. ROBERTS
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
WESTERN ATLAS INC.
360 NORTH CRESCENT DRIVE
BEVERLY HILLS, CALIFORNIA 90210
TELEPHONE: (310) 888-2700
(Names, Addresses and Telephone Numbers of Persons Authorized
to Receive Notices and Communications on Behalf of Bidder)
With a copy to:
ELLIOTT V. STEIN, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 403-1000<PAGE>
This Amendment No. 1 amends and supplements the Ten-
der Offer Statement on Schedule 14D-1 filed with the Securities
and Exchange Commission (the "Commission") on January 24, 1997,
(the "Schedule 14D-1"), by WAI Acquisition Corp. (the "Pur-
chaser"), a Delaware corporation and a wholly owned subsidiary
of Western Atlas Inc., a Delaware corporation ("Parent"), to
purchase all outstanding shares of Common Stock, par value
$1.00 per share (the "Shares"), of Norand Corporation, a Dela-
ware corporation (the "Company"), upon the terms and subject to
the conditions set forth in the Offer to Purchase, dated Janu-
ary 24, 1997 (the "Offer to Purchase"), and in the related Let-
ter of Transmittal (which collectively constitute the "Offer")
at a purchase price of $33.50 per Share, net to the tendering
shareholder in cash. Capitalized terms used and not defined
herein shall have the meanings assigned to such terms in the
Offer to Purchase and the Schedule 14D-1.
ITEM 10. ADDITIONAL INFORMATION.
(b) Section 15 of the Offer to Purchase is hereby
amended and supplemented by adding the following information:
On February 5, 1997, Parent issued a press re-
lease stating that it had been granted early termi-
nation of the Hart-Scott-Rodino waiting period ap-
plicable to the Offer and the Merger under the HSR
Act. The Offer is currently scheduled to expire at
midnight, New York City time, on February 21, 1997.
Completion of the Offer and the Merger remain
subject to review by competition authorities in Ger-
many and Sweden. Applications to the appropriate
government agencies in those countries are being
made, which require a 30-day waiting period. Par-
ent is requesting early termination of that 30-day
waiting period, but there is no assurance that it
will be granted in either or both countries, that
such waiting periods will not be extended or that the
Offer and the Merger will not be challenged.<PAGE>
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(1) -- Offer to Purchase, dated January 24, 1997.*
(a)(2) -- Letter of Transmittal.*
(a)(3) -- Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.*
(a)(4) -- Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*
(a)(5) -- Notice of Guaranteed Delivery.*
(a)(6) -- Guidelines for Certification of Taxpayer Identi-
fication Number on Substitute Form W-9.*
(a)(7) -- Press Release issued by Parent on January 22,
1997.*
(a)(8) -- Form of Summary Advertisement dated January 24,
1997.*
(a)(9) -- Press Release issued by Parent on February 5,
1997.
(b)(1) -- Credit Agreement, dated as of December 22, 1994
among Parent and the banks named therein,
together with Amendment No. 1 thereto dated as
of March 20, 1996.*
(c)(1) -- Agreement and Plan of Merger, dated as of
January 21, 1997, by and among the Company, the
Purchaser and Parent.*
(c)(2) -- Original Equipment Manufacturer Agreement dated
as of January 21, 1997 by and between Parent and
the Company.*
(c)(3) -- Confidentiality Agreement dated February 16,
1996 between Parent and the Company.*
_____________________
* Previously filed.
-2-<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this state-
ment is true, complete and correct.
Dated: February 6, 1997
WESTERN ATLAS INC.
By: /s/ Michael E. Keane
Name: Michael E. Keane
Title: Senior Vice President and
Chief Financial Officer
WAI ACQUISITION CORP.
By: /s/ Michael E. Keane
Name: Michael E. Keane
Title: President<PAGE>
EXHIBIT INDEX
Exhibit
No. Description
(a)(1) -- Offer to Purchase, dated January 24, 1997.*
(a)(2) -- Letter of Transmittal.*
(a)(3) -- Letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Nominees.*
(a)(4) -- Letter to Clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*
(a)(5) -- Notice of Guaranteed Delivery.*
(a)(6) -- Guidelines for Certification of Taxpayer Identi-
fication Number on Substitute Form W-9.*
(a)(7) -- Press Release issued by Parent on January 22,
1997.*
(a)(8) -- Form of Summary Advertisement dated January 24,
1997.*
(a)(9) -- Press Release issued by Parent on February 5,
1996.
(b)(1) -- Credit Agreement, dated as of December 22, 1994
among Parent and the banks named therein,
together with Amendment No. 1 thereto dated as
of March 20, 1996.*
(c)(1) -- Agreement and Plan of Merger, dated as of
January 21, 1997, by and among the Company, the
Purchaser and Parent.*
(c)(2) -- Original Equipment Manufacturer Agreement dated
as of January 21, 1997 by and between Parent and
the Company.*
(c)(3) -- Confidentiality Agreement dated February 16,
1996 between Parent and the Company.*
_____________________
* Previously filed.
EXHIBIT (a)(9)
[WESTERN ATLAS LETTERHEAD]
For Immediate Release
Contact: Dirk Koerber (310) 888-2575
NEWS
RELEASE
WESTERN ATLAS GRANTED EARLY TERMINATION
OF HART-SCOTT-RODINO WAITING PERIOD
ON NORAND TENDER OFFER
BEVERLY HILLS, Calif. -- February 5, 1997 -- Western
Atlas Inc. (NYSE: WAI) announced today that it had been
granted early termination of the Hart-Scott-Rodino waiting pe-
riod applicable to its pending cash tender offer for all shares
of common stock of Norand Corporation. The tender offer is
currently scheduled to expire at midnight (EST) on February 21,
1997.
Completion of the tender offer remains subject to
review by competition authorities in Germany and Sweden. Ap-
plications to the appropriate government agencies in those
countries are being made, which require a 30-day waiting pe-
riod. Western Atlas is requesting early termination of that
30-day waiting period, but there is no assurance that it will
be granted in either or both countries, that such waiting peri-
ods will not be extended, or that the acquisition of Norand
will not be challenged.
Western Atlas, headquartered in Beverly Hills, Cali-
fornia, is a global supplier of oilfield information services
and industrial automation systems with annual revenues of more
than $2.5 billion
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