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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 31, 1997
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WESTERN ATLAS INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State of Other Jurisdiction of Incorporation)
1-12430 95-3899675
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(Commission File Number) (IRS Employer Identification No.)
10205 Westheimer Road Houston, Texas 77042-3115
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(Address of Principal Executive Offices) (Zip Code)
(713) 972-4000
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(Registrant's Telephone Number, Including Area Code)
360 North Crescent Drive Beverly Hills, CA 90210-4867
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 31, 1997, Western Atlas Inc. (the "Registrant" or the
"Company") distributed all of the issued and outstanding shares of common stock,
par value $.01 per share ("UNOVA Common Stock"), of its then wholly-owned
subsidiary UNOVA, Inc., a Delaware corporation ("UNOVA"). The distribution
("Distribution") was made in the form of a dividend to holders of record of the
Company's common stock, par value $1.00 per share ("Company Common Stock"), at
the close of business on October 24, 1997 (the "record date"). On October 31,
1997, holders of Company Common Stock on the record date were distributed one
share of UNOVA Common Stock for each share of Company Common Stock owned. The
aggregate tax basis of Company Common Stock issued prior to the record date
shall be allocated, as a result of the Distribution, as follows: 78.1113% to
Company Common Stock and 21.8887% to UNOVA Common Stock.
The Registrant retains its Oilfield Services segment, but as a result
of the Distribution no longer holds an interest in the industrial automation
systems operations, which includes the automated data collection and
manufacturing systems businesses. As a result of the Distribution, UNOVA is now
an independent publicly-owned company.
In connection with the Distribution, the Registrant and UNOVA entered
into a number of agreements including a Distribution and Indemnity Agreement, a
Tax Sharing Agreement, an Intellectual Property Agreement and an Employee
Benefits Agreement, copies of which were included as exhibits to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30,
1997. Additional information concerning UNOVA and the Distribution is
contained in UNOVA's Registration Statement on Form 10, as amended (File
001-13279), filed under the Securities Exchange Act of 1934.
Alton J. Brann, the Company's Chairman and Chief Executive Officer
prior to the Distribution, shall continue, after the Distribution, as the
Company's non-executive Chairman and as UNOVA's Chairman and Chief Executive
Officer. Similarly, Orion L. Hoch, a member of the Company's Board of
Directors prior to the Distribution shall continue, after the Distribution, as
a member of the Company's Board of Director and of UNOVA's Board of Directors.
Upon the effectiveness of the Distribution, Steven B. Sample resigned as a
member of the Company's Board of Directors to become a member of UNOVA'S Board
of Directors and John R. Russell became a member of the Company's Board of
Directors. Mr. Russell, the Company's Executive Vice-President and Chief
Operating Officer of Oilfield Services prior to the Distribution became the
President and Chief Executive Officer of the Company upon the Distribution.
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ITEM 7. PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Pro Forma Financial Information:
Pursuant to Item 7 of Form 8-K promulgated under the Securities
Exchange Act of 1934, the pro forma financial information required by paragraph
(b)(1) of Item 7 of Form 8-K is not included in this initial report on Form 8-K.
Said required pro forma financial information will be filed by amendment not
later than 60 days after the date that this initial report on Form 8-K is
required to be filed.
(b) Exhibits
10.1 Distribution and Indemnity Agreement dated October 31, 1997,
between Western Atlas Inc. and UNOVA, Inc., included as
Exhibit 10.18 to the Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997 (the "September
30, 1997 Form 10-Q") and incorporated herein by this
reference.
10.2 Tax Sharing Agreement dated October 31, 1997, between Western
Atlas Inc. and UNOVA, Inc., included as Exhibit 10.19 to the
Registrant's September 30, 1997 Form 10-Q and incorporated
herein by this reference.
10.3 Intellectual Property Agreement dated October 31, 1997,
between Western Atlas Inc. and UNOVA, Inc. included as Exhibit
10.20 to the Registrant's September 30, 1997 Form 10-Q and
incorporated herein by this reference.
10.4 Employee Benefits Agreement dated October 31, 1997,
between Western Atlas Inc. and UNOVA, Inc. included as
Exhibit 10.21 to the Registrant's September 30, 1997 Form 10-Q
and incorporated herein by this reference.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESTERN ATLAS INC.
(Registrant)
By: /s/ William H. Flores
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William H. Flores,
Senior Vice President and
Chief Financial Officer
