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. 3)
_______________
NORAND CORPORATION
(Name of Subject Company)
WESTERN ATLAS INC.
WAI ACQUISITION CORP.
(Bidders)
COMMON STOCK, PAR VALUE $0.01 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. 3 amends and supplements the
Tender Offer Statement on Schedule 14D-1 filed with the Securi-
ties and Exchange Commission (the "Commission") on January 24,
1997 (the "Schedule 14D-1"), by WAI Acquisition Corp. (the
"Purchaser"), a Delaware corporation and a wholly owned subsid-
iary of Western Atlas Inc., a Delaware corporation ("Parent"),
to purchase all outstanding shares of Common Stock, par value
$0.01 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 supplemental by adding the following information:
On February 20, 1997, Parent issued a press release
stating that it had received all regulatory approvals
needed to complete the Offer.<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.*
(a)(10) -- Press Release issued by Parent on February 20,
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 Janu-
ary 21, 1997, by and among the Company, the Pur-
chaser 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 21, 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,
1997.*
(a)(10) -- Press Release issued by Parent on February 20,
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 Janu-
ary 21, 1997, by and among the Company, the Pur-
chaser 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)(10)
[WESTERN ATLAS LOGO]
Corporate Offices Western Atlas Inc.
360 North Crescent Drive
Beverly Hills, California
90210-4867
310.888.2580/2575
FOR IMMEDIATE RELEASE NEWS
Contact: Dick Koerber (310) 888-2575 RELEASE
WESTERN ATLAS RECEIVES
ALL REGULATORY APPROVALS
FOR NORAND TENDER OFFER
BEVERLY HILLS, Calif. - February 20, 1997 - Western Atlas Inc.
(NYSE: WAI) announced today that it had received all regulatory
approvals needed to complete its pending cash tender offer for all
shares of outstanding common stock of Norand Corporation. The tender
offer is currently scheduled to expire at midnight (EST) on February
21, 1997.
Although the acquisition of Norand will be subject to post-closing
review by competition authorities in certain foreign jurisdictions,
those reviews will not affect the tender offer.
Headquartered in Beverly Hills, California, Western Atlas 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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