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. 4)
_______________
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. 4 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.
This amendment constitutes the final amendment to the
Schedule 14D-1 required by General Instruction D of Schedule
14D-1 and, pursuant to General Instruction F of Schedule 14D-1,
is deemed to satisfy the reporting requirements of Section
13(d) of the Securities Exchange Act of 1934, as amended, for
all Shares acquired pursuant to the Offer as reported in this
amendment.
ITEM 6. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY.
The response to Item 6(a) and (b) is hereby amended
and supplemented by adding the following information:
The information contained in the press release issued
by Parent and the Company on February 24, 1997, a
copy of which is attached hereto as Exhibit (a)(11),
is incorporated herein by reference.<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.*
(a)(11) -- Press Release issued by Parent on February 24,
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 24, 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.*
(a)(11) -- Press Release issued by Parent on February 24,
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)(11)
[LETTERHEAD OF WESTERN ATLAS INC.]
FOR IMMEDIATE RELEASE NEWS RELEASE
Contacts: Dirk Koerber (310) 888-2575 or
Jacquie Hook (310) 888-2580 (Western Atlas)
Donald Rowley (319) 369-3250 (Norand)
Keith Everett (206) 348-2686 (Intermec)
WESTERN ATLAS COMPLETES
TENDER OFFER FOR
NORAND CORPORATION
BEVERLY HILLS, Calif./CEDAR RAPIDS, Iowa -- February
24, 1997 -- Western Atlas Inc. (NYSE: WAI) and Norand
Corporation (Nasdaq/NNM: NRND) announced today the successful
completion of the tender offer by Western Atlas to acquire the
common stock of Norand at $33.50 per share.
According to a preliminary count by The Bank of New
York, the depositary for the tender offer, approximately 97.58
percent of the outstanding shares of Norand common stock had
been tendered pursuant to the tender offer, and were accepted
for purchase by WAI Acquisition Corp., a Western Atlas wholly
owned subsidiary.
The Company will acquire all remaining shares of
Norand through the merger of WAI Acquisition Corp. into Norand,
at which time Norand will become a wholly owned subsidiary of
Western Atlas. As part of that merger, each remaining Norand
share will be converted into the right to receive $33.50 per
share in cash, without interest.
Western Atlas participates in the fast-growing auto-
mated data collection (ADC) market through its Seattle-based
Intermec subsidiary, whose products and services are complemen-
tary to those of Norand. ADC technologies include bar code
printers, laser scanners and other imaging methods, as well as
hand-held computers and wireless radio frequency (RF) transmis-
sion devices.<PAGE>
2
Norand designs, manufactures and markets mobile com-
puting systems and wireless data communications networks using
RF technology. NORAND (Registered) systems allow businesses
worldwide to apply information technology to industrial and
field automation settings. Typical applications include route
accounting, field-sales automation, and inventory database
management in manufacturing, warehouse and retail settings.
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.
###