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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) February 22, 1997
WESTERN ATLAS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-12430 95-3899575
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
or incorporation) Identification No.)
360 NORTH CRESCENT DRIVE, BEVERLY HILLS, CALIFORNIA 91210
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 888-2700
NOT APPLICABLE
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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 February 22, 1997, Western Atlas Inc. (the "Company")
successfully completed its tender offer to acquire the common stock of Norand
Corporation, a Delaware corporation ("Norand"), at $33.50 per share. The
tender offer was conducted through a wholly owned subsidiary of the Company,
WAI Acquisition Corp., a Delaware corporation. The price for the tender offer
was determined by arms-length negotiations between Norand and the Company.
Financing for the purchase of shares was provided by uncommitted credit
facilities available to the Company.
Norand and the Company have issued a joint press release announcing
the completion of the tender offer, which is filed herewith as Exhibit 99.1
and is incorporated herein by reference.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) and (b) No financial statements are required to be filed with
this report.
(c) The following exhibits are filed with this report:
Exhibit Number Description
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99.1 Press Release of the Company and
Norand issued February 24, 1997.
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SIGNATURES
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.
By: /s/ Norman L. Roberts
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Name: Norman L. Roberts
Title: Senior Vice President &
General Counsel
Dated: February 27, 1997
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EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of the Company and
Norand issued February 24, 1997.
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[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 -- Febrary 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 automated data
collection (ADC) market through its Seattle-based Intermec subsidiary, whose
products and services are complementary 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) transmission devices.
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2
Norand designs, manufactures and markets mobile computing systems
and wireless data communications networks using RF technoloy. 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.
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