<PAGE>
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) MAY 5, 1997
WESTERN ATLAS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-12430 95-3899575
(STATE OF OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OR INCORPORATION ) IDENTIFICATION NO.)
360 NORTH CRESCENT DRIVE, BEVERLY HILLS, CALIFORNIA 90210
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (310) 888-2500
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Item 5. OTHER EVENTS.
On May 5, 1997, the Registrant announced that its Board of Directors
had approved a plan to distribute to the Registrant's stockholders all of the
outstanding shares of stock of a subsidiary company holding the business and
assets of the Registrant's industrial automation systems business segment, which
comprises its automated data collection, mobile computing, and manufacturing
systems activities. The industrial automation systems business segment is
expected to have 1997 revenues of approximately $1.5 billion.
The Registrant's oilfield services business segment will continue to
operate under the Registrant's present name and to have its principal place of
business in Houston, Texas. The company to be distributed to the Registrant's
stockholders is expected to have its principal place of business in Beverly
Hills, California.
The distribution, which is expected to be tax-free to the Registrant
and its stockholders, should be effective prior to December 31, 1997.
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
99.1 Press Release of the Company
issued May 5, 1997
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/ Michael E. Keane
-----------------------------------
Michael E. Keane
Senior Vice President
Dated: May 6, 1997
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
99.1 Press Release of the Company
issued May 5, 1997
<PAGE>
EXHIBIT 99.1
_____________________________________________________________(WESTERN ATLAS
LOGO)
CORPORATE OFFICES
WESTERN ATLAS INC.
360 North Drive Crescent Drive
Beverly Hills, California
90210-4867
310.888.2580
FOR IMMEDIATE RELEASE
Contact: Dirk Koerber (310) 888-2575
WESTERN ATLAS ANNOUNCES SEPARATION
OF ITS OILFIELD SERVICES AND
INDUSTRIAL AUTOMATION BUSINESSES
BEVERLY HILLS, Calif. -- May 5, 1997 -- Western Atlas Inc. (NYSE:WAI)
announced today that its Board of Directors has approved a plan to separate the
Company into two independent public corporations. The $1.6 billion revenue
oilfield services business will continue to operate under the Western Atlas Inc.
identity and be based in Houston, Texas. The new industrial automation company,
which has yet to be named, will be comprised of Western Atlas' current automated
data collection, mobile computing and manufacturing systems activities. This
new $1.5 billion revenue company will be headquartered in Beverly Hills.
All shares of the new industrial automation company will be distributed to
holders of Western Atlas common stock. The spin-off transaction, which is
expected to be tax free to Western Atlas and its shareholders, should be
finalized by the end of 1997.
"The decision to separate Western Atlas' oilfield services and industrial
automation activities into two separate companies was made to allow each
business to better focus on
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its distinctly different markets," said Alton J. Brann, Chairman and CEO of
Western Atlas. "Over the past few years we have grown both our businesses into
market leaders on a global basis. The separation of these two segments now
creates two strong, independent companies that begin their future from
outstanding competitive positions.
"The oilfield services company, which concentrates on oilfield information
technology, is already the leading competitor in the seismic industry and number
two in the global well-logging business," Brann said. "Our services enable oil
companies to leverage their investments by helping them to identify and exploit
new hydrocarbon reserves at lower costs and risks, and by optimizing their
production from proven reservoirs.
"Our new industrial automation company also starts from positions of
strength and market leadership," he added. "It is number one in the
fast-growing global automated data collection (ADC) business and is a leading
provider of manufacturing technologies, primarily for the automotive industry.
Recent acquisitions in the bar code and mobile computing industries further
strengthened our technology base, added global distribution capabilities and
nearly doubled the size of our ADC business.
"Our manufacturing systems activities have achieved their leadership and
reputation in the market by emphasizing design, engineering and systems
integration technologies. With this systems orientation we have transformed our
traditional machine tool activities into a business that provides added value to
the manufacturing strategies of our customers. The results of our successful
efforts show in both our returns and market share gains," added Brann.
The new oilfield services company will continue with its proven management
team. John R. Russell, currently Chief Operating Officer, will become President
and CEO. Reporting to him will be Richard C. White, who heads the seismic
activities; Damir S. Skerl, head of the well-logging operations; and Orval F.
Brannan, who manages the company's joint ventures and E & P services division.
Alton J. Brann will remain Chairman of the Board of Directors of Western Atlas,
the new oilfield services company.
It is planned that Brann also will become Chairman and CEO of the new
industrial automation company. Reporting to him will be Michael Ohanian, who
continues as head of
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Intermec, the company's automated data collection business; and Clayton A.
Williams, who is responsible for the manufacturing systems group.
Western Atlas Inc., headquartered in Beverly Hills, California, is a
leading global provider of oilfield and industrial information technologies and
a designer and integrator of manufacturing systems, primarily for the automotive
industry.
###
WWW.WESTATLAS.COM WAI093
CONFERENCE CALL
Western Atlas Inc.'s Senior Management and Investor Relations will conduct a
conference call about the separation of the Company's two business segments.
WHAT: CONFERENCE CALL -
Western Atlas Inc.
To Separate Its
Business Segments
WHEN: Monday, May 5, 1997
10:30 a.m. (PDT); l:30 p.m. (EDT)
Call or fax Dirk Koerber (Tel: 310-888-2575 - Fax: 310-888-2908) for the
telephone number to participate.
