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. 2)
_______________
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. 2 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
Delaware corporation (the "Company"), upon the terms and sub-
ject to the conditions set forth in the Offer to Purchase,
dated January 24, 1997 (the "Offer to Purchase"), and in the
related Letter 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.
The introductory clause of the first paragraph of
Section 14 ("Certain Conditions of the Offer") of the Offer to
Purchase is hereby amended to read as follows:
Notwithstanding any other provision of the
Offer, the Purchaser shall not be required to
accept for payment or, subject to any applicable
rules and regulations of the Commission,
including Rule 14e-1(c) promulgated under the
Exchange Act (relating to the Purchaser's
obligation to pay for or return tendered Shares
promptly after termination or withdrawal of the
Offer), pay for, and may delay the acceptance
for payment of any tendered Shares and, except
as set forth in the Merger Agreement, amend or
terminate the Offer as to any Shares not then paid
for if (i) the Minimum Condition shall have not
been satisfied, (ii) any applicable waiting
period under the HSR Act shall not have expired
or been terminated prior to the expiration of
the Offer or (iii) at any time after execution
of the Merger Agreement and before the
Expiration Date (or, in the case of subparagraph
(A) below, at any time after execution of the
Merger Agreement and before the time of payment
for any such Shares (whether or not any Shares
have theretofore been accepted for payment or
paid for pursuant to the Offer)), any of the
following conditions exists: <PAGE>
The first sentence of the second full paragraph of
Section 14 ("Certain Conditions of the Offer") of the Offer to
Purchase is hereby amended to read as follows:
The foregoing conditions are for the sole
benefit of Parent and the Purchaser and may be
asserted by Parent or the Purchaser regardless
of the circumstances (including any action or
inaction by Parent or the Purchaser) giving rise
to any such conditions and may be waived by
Parent or the Purchaser in whole or in part at
any time and from time to time, in each case, in
the exercise of the reasonable judgment of
Parent and the Purchaser and subject to the
terms of the Merger Agreement.
-2-<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.
-3-<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 20, 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.*
(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.
