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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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
(State or Other Jurisdiction of Incorporation)
1-12430 95-3899675
(Commission file Number) (IRS Employer Identification No.)
10205 Westheimer Road, Houston, Texas 77042-3115
(Address of Principal Executive Offices) (Zip Code)
(713) 972-4000
(Registrant's Telephone Number, Including Area Code)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As previously reported, 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. UNOVA comprises the Company's former industrial automation
systems operations. The Company's continuing operations are composed of its
oilfield services operations.
In its Current Report on Form 8-K dated October 31, 1997 (the "October 31, 1997
Form 8-K"), the Registrant stated that 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 said Item 7 would be filed by
amendment not later than 60 days after the October 31, 1997 Form 8-K was
required to be filed. This Amendment No. 1 to the October 31, 1997 Form 8-K is
being filed to include the pro forma financial information required by said
paragraph (b)(1) of Item 7 of Form 8-K.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) PRO FORMA FINANCIAL INFORMATION
The Company's historical financial statements as of September 30, 1997 and for
the nine months then ended presented UNOVA as discontinued operations. The
Company's historical condensed statement of operations for the year ended
December 31, 1996 (included herein) has been restated to conform to this
presentation.
The following unaudited pro forma consolidated condensed statements of
operations of the Company reflect adjustments to the historical statements of
operations for the nine months ended September 30, 1997 and for the year ended
December 31, 1996, in order to present the consolidated results of continuing
operations as if the Distribution had occurred at the beginning of the
respective periods.
The following unaudited pro forma consolidated condensed balance sheet of the
Company reflects adjustments to the historical balance sheet at September 30,
1997 as if the Distribution had occurred on September 30, 1997. The pro forma
balance sheet gives effect to the Distribution, and the distribution by UNOVA to
the Company of $230 million which was used by the Company to repay short-term
indebtness in a like amount. (See Notes 3 and 4 of Notes to Pro Forma
Consolidated Condensed Financial Information for further information).
The pro forma consolidated condensed balance sheet and statements of operations
of the Company should be read in conjunction with the historical financial
statements and notes thereto included in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996 and the Company's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 1997. The pro
forma consolidated condensed financial information presented herein is for
information purposes only and may not necessarily reflect the results of
operations or financial position of the Company which would have occurred had
the Distribution occurred at the beginning of the financial periods presented or
as of September 30, 1997, nor is the pro forma consolidated condensed financial
information necessarily indicative of future results of operations or financial
position of the Company.
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Item 7(b) - continued
WESTERN ATLAS INC.
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997
(THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS PRO FORMA
---------- ----------- ---------
<S> <C> <C> <C> <C>
Sales and service revenues $1,218,665 $ $1,218,665
Costs and expenses:
Cost of sales 826,296 826,296
Selling, general and administrative 93,536 (4,579) (1) 88,957
Depreciation and amortization 159,002 (442) (1) 158,560
Interest, net 31,482 31,482
Spin-off related costs 8,350 (8,350) (2)
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Total costs and expenses 1,118,666 (13,371) 1,105,295
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Earnings before taxes on income 99,999 13,371 113,370
Taxes on income (40,000) (5,348) (1) (45,348)
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Earnings from continuing operations $ 59,999 $ 8,023 $ 68,022
========== =========== ==========
Net earnings per share, Note (5):
Primary $ 1.09 $ 1.23
Fully diluted $ 1.08 $ 1.23
Shares used in computing earnings per share:
Weighted average common shares
outstanding (net of treasury shares) 54,042,172 54,042,172
Common stock equivalents 1,174,713 1,174,713
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Total primary shares 55,216,885 55,216,885
Additional potentially dilutive shares 278,974 278,974
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Total fully diluted shares 55,495,859 55,495,859
========== ==========
</TABLE>
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ITEM 7(b) - continued
WESTERN ATLAS INC.
PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
SEPTEMBER 30, 1997
(thousands of dollars)
(unaudited)
<TABLE>
<CAPTION>
Pro Forma
Historical Adjustments Pro Forma
---------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 16,195 $ $ 16,195
Accounts receivable, net 382,084 382,084
Inventories, less progress billings 40,074 40,074
Deferred tax assets 42,997 42,997
Net assets of UNOVA, Inc. to be
distributed to Western Atlas
Shareholders 619,538 (619,538)(4)
Due from UNOVA, Inc. 230,000 (230,000)(3)
Other current assets 55,678 55,678
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Total current assets 1,386,566 (849,538) 537,028
Property, plant and equipment,
at cost 1,348,541 1,348,541
Less accumulated depreciation (485,763) (485,763)
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Property, plant and equipment, net 862,778 862,778
Goodwill and other intangibles, net 321,730 321,730
Geophysical data and other assets 247,118 247,118
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Total assets $2,818,192 $(849,538) $1,968,654
========== ========= ==========
LIABILITIES AND SHAREHOLDERS'
INVESTMENT
Accounts payable $ 214,818 $ $ 214,818
Payroll and related expenses 89,685 89,685
Notes payable and current portion
of long-term obligations 326,531 (230,000)(3) 96,531
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Total current liabilities 631,034 (230,000) 401,034
Long-term obligations 733,040 733,040
Deferred income taxes and other
long-term obligations 34,016 34,016
Shareholders' investment
Common stock 54,051 54,051
Additional paid-in capital 1,164,570 (523,644)(4) 640,926
Retained earnings 193,707 (87,099)(4) 106,608
Cumulative currency translation
adjustment 8,795 (8,795)(4)
Less treasury shares at cost (1,021) (1,021)
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Total shareholders' investment 1,420,102 (619,538) 800,564
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Total liabilities and
shareholders' investment $2,818,192 $(849,538) $1,968,654
========== ========= ==========
</TABLE>
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ITEM 7(B) - CONTINUED
WESTERN ATLAS INC.
PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
(THOUSANDS OF DOLLARS, EXCEPT SHARE AND PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
Historical Adjustments Pro Forma
---------- ----------- ---------
<S> <C> <C> <C> <C>
Sales And Service Revenues $1,418,108 $ $1,418,108
Costs and expenses:
Cost of sales 946,909 946,909
Selling, general and administrative 119,511 $ (22,242) (1) 97,269
Depreciation and amortization 204,242 (627) (1) 203,615
Interest, net 30,909 30,909
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Total costs and Expenses 1,301,571 (22,869) 1,278,702
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Earnings before taxes on income 116,537 22,869 139,406
Taxes on income (46,615) (9,148) (1) (55,763)
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Earnings from continuing operations $ 69,922 $ 13,721 $ 83,643
========== ========== ==========
Net earnings per share, Note (5):
Primary $ 1.28 $ 1.54
Fully diluted $ 1.28 $ 1.53
Share used in computing earnings per share:
Weighted average common shares
Outstanding (net of treasury shares) 53,489,717 53,489,717
Common stock equivalents 960,829 960,829
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Total primary shares 54,450,546 54,450,546
Additional potentially dilutive shares 179,878 179,878
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Total fully diluted shares 54,630,424 54,630,424
========== ==========
</TABLE>
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ITEM 7(B) - CONTINUED
WESTERN ATLAS INC.
NOTES TO PRO FORMA CONSOLIDATED CONDENSED FINANCIAL INFORMATION
(1) To reflect the allocation of corporate general and administrative costs,
depreciation and amortization, and related tax effects attributable to
UNOVA.
(2) To reflect the reversal of $8.4 million in costs associated with the
spin-off of UNOVA.
(3) To reflect the distribution by UNOVA to Western Atlas Inc. of $230
million which was used by Western Atlas Inc. to repay short-term
indebtedness in a like amount.
(4) To record the tax-free distribution of UNOVA common stock to Western
Atlas Inc. shareholders.
(5) Calculated based on earnings from continuing operations.
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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.
Date November 26, 1997 By: /s/ THOMAS B. HIX, JR.
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Thomas B. Hix, Jr.
Vice President
Finance and Administration
