<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant [X]
Filed by Party other than the Registrant [ ]
Check the Appropriate box:
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE
[ ] Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED
[X] Definitive Additional Materials BY RULE 14a-6(e)(2))
[ ] Soliciting Materials Pursuant to
Rule 14a-11(c) or Rule 14a-12.
WESTERN ATLAS INC.
---------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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[WESTERN ATLAS LOGO]
- --------------------------------------------------------------------------------
WESTERN ATLAS INC. 10205 Westheimer Road
P.O. Box 1407
Houston, Texas 77251
Tel 713-972-4000
April 15, 1998
Dear Shareholder:
Reference is made to the Company's Proxy Statement dated April 1, 1998 recently
sent to you. Please note the following corrections to the Proxy Statement:
PAGES 9 AND 10 - ITEM 3. SHAREHOLDER PROPOSAL REGARDING CLASSIFIED BOARD
--------------
The second paragraph on page 10 of the Proxy Statement which begins
with the words "Orange and Rockland Utility Company ..." was
inadvertently included twice on this page. The second appearance of
this paragraph should be disregarded in all respects. In addition, at
the request of the shareholders submitting the shareholder proposal,
the following paragraph has been included in substitution of the
above-referenced duplicate paragraph and certain words inadvertently
misspelled in such shareholders statement in support of the proposal
have been corrected:
"Further, Union Pacific is a good example having troubles with their
freight shipments, which are backed up for a month. The merger with
Southern Pacific is part of the excuse. Just last year, Union Pacific
took away cumulative voting."
PAGE 17 - TABLE CAPTIONED "AGGREGATE OPTION EXERCISES IN LAST FISCAL
------- AND FISCAL YEAR-END OPTION VALUES (a)"
The numbers "8,517,051" and "11,435,791" set forth for Alton J. Brann
and John R. Russell, respectively, under the column labeled "Value of
Unexercised In-The-Money Options at December 31, 1997 ($) -
Unexercised" should have been reported as "8,431,771" and "4,679,478",
respectively.
Enclosed for your convenience are pages 9, 10, and 17 of the Proxy Statement
revised as indicated above.
Very truly yours,
/s/ LOURDES T. HERNANDEZ
Lourdes T. Hernandez
Secretary
enclosures
<PAGE> 3
approve the selection of Deloitte & Touche LLP, the selection of another
independent auditor will be considered by the Audit and Compliance Committee.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting. Such representatives will be offered the opportunity to make a
statement and will be available to respond to appropriate questions.
THE BOARD RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS.
ITEM 3. SHAREHOLDER PROPOSAL REGARDING CLASSIFIED BOARD.
The Company has been advised that John J. Gilbert, who states he is the owner
of 20 shares of Common Stock, and Margaret and/or John J. Gilbert (address, 29
East 64th Street, New York, New York 10021-7043) as executors of the Estate of
Lewis D. Gilbert, which is stated to own 20 shares of Common Stock and both
trustees U/W of Gaston J. Gilbert which is stated to own 212 shares of Common
Stock, and/or Harold J. Mathis (address, P.O. Box 1209, Richmond, Texas 77406),
who is stated to be the owner of 300 shares of Common Stock and to represent
Central Gulf Marine, which is stated to be the owner of 100 shares of Common
Stock, intend to present for action at the Annual Meeting the following
proposal:
"RESOLVED: That the stockholders of Western Atlas Inc., assembled in annual
meeting in person and by proxy, hereby request that the Board of Directors take
the needed steps to provide that at future elections of directors new directors
be elected annually and not by classes, as is now provided, and that on
expiration of present terms of directors their subsequent election shall also
be on an annual basis."
The following is the statement submitted by the proponents in support of this
proposal:
"Strong support along the lines we suggest was shown at the last annual meeting
when 32%, 12,333,218 shares, were cast in favor of this proposal.
"ARCO, to its credit, voluntarily ended theirs stating that when a very high
percentage (34.6%) desired it to be changed to an annual election it was reason
enough for them to change it. Several other companies have also followed suit,
such as Pacific Enterprises, Katy Industries, and Hanover Direct. Among the
latest to end theirs is Occidental Petroleum, Time Warner, and Fluor. Western
Atlas should follow their example. Also, in the merger of NYNEX into Bell
Atlantic, the annual election of directors, instead of the stagger system that
NYNEX had, was adopted.
"A few years ago my resolution on the subject was withdrawn when the
Westinghouse directors agreed to end their stagger system. At the
Lockheed-Martin merger the stagger system was ended and also at a special
meeting of First Commerce Corporation in 1995. Further, Alleghany Power System
tried to put in a stagger system, as well as take away cumulative voting, and
the stockholders defeated it, showing stockholders are interested in their
rights.
9
<PAGE> 4
"Equitable Life Insurance Company, which is now called Equitable Companies,
converted from a policy owned company to a public stockholder meeting. Thanks
to AXA, the controlling French insurance company not wanting it, they now do
not have a staggered board.
"Orange and Rockland Utility Company had a terrible time with the stagger
system and its 80% clause to recall a director. The chairman was involved in a
scandal affecting the company. Not having enough votes the meeting to get rid
of the chairman had to be adjourned. Finally, at the adjourned meeting enough
votes were counted to recall him.
"Further, Union Pacific is a good example having troubles with their freight
shipments, which are backed up for a month. The merger with Southern Pacific
is part of the excuse. Just last year, Union Pacific took away cumulative
voting.
"Corporations currently electing their directors annually include Compaq
Computer, Bank of America, Motorola, AT&T, American Express, Atlantic
Richfield, General Electric, Johnson and Johnson, Halliburton, Schlumberger,
Bankers Trust Co., Hewlett Packard, Exxon, IBM, General Motors, Chevron, Chase
Manhattan Corporation, CellNet Data Systems and Litton Industries. There are
even four of our Western Atlas directors who serve on two of these boards.
"If you agree, PLEASE MARK YOUR PROXY FOR THIS RESOLUTION; otherwise it is
automatically cast against it, unless you have marked to abstain."
THE BOARD OPPOSES THE FOREGOING PROPOSAL SUBMITTED BY THESE SHAREHOLDERS FOR
THE FOLLOWING REASONS:
The Board believes that the classified board, which has been a feature of the
Company's corporate governance procedures since Western Atlas became an
independent public company in 1994, facilitates the ability of the Company to
make plans for a reasonable period into the future and gives a certain degree
of continuity to the planning and management process. The classified board
assures that the Board will at all times include several directors who have had
prior experience in the management of the Company's business and affairs.
Board classification is also intended to encourage any third party possibly
seeking to acquire control of the Company to negotiate with the Board (rather
than inaugurating an election contest or unsolicited bid). Such negotiations
should provide the Board with the opportunity to evaluate any proposals
presented and seek the most favorable result for the Company's shareholders.
THE BOARD RECOMMENDS THAT YOU VOTE "AGAINST" THE SHAREHOLDER PROPOSAL SET FORTH
ABOVE.
10
<PAGE> 5
The following table provides information with respect to options to purchase
Common Stock exercised by any of the Named Executive Officers during 1997 and
with respect to the number and value of unexercised options held by each Named
Executive Officer at December 31, 1997.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES (a)
<TABLE>
<CAPTION>
=============================================================================================================
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES DECEMBER 31, 1997 DECEMBER 31, 1997
ACQUIRED ON VALUE (#) ($)
EXERCISE REALIZED ---------------------------- ----------------------------
NAME (#)(b) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
----------------- ----------- -------- ----------- ------------- ----------- --------------
<S> <C> <C> <C> <C> <C> <C>
Alton J. Brann 4,046 216,231 214,490 267,958 9,206,803 8,431,771
John R. Russell -0- -0- 85,317 210,365 3,842,283 4,679,478
Orval F. Brannan -0- -0- 21,751 66,952 804,289 2,107,712
Damir S. Skerl -0- -0- 21,751 75,576 804,289 2,220,275
Richard C. White -0- -0- 10,722 66,892 375,007 1,987,810
Norman L. Roberts 8,214 451,189 35,773 67,450 1,723,181 1,990,106
Thomas B. Hix, Jr. -0- -0- 4,561 20,076 161,732 589,164
=============================================================================================================
</TABLE>
(a) The number and value of unexercised options to purchase Common Stock at the
end of 1997 are shown in the table. In addition, Messrs. Brann and Roberts
held options to purchase shares of Litton common stock, adjusted in
connection with the Litton Distribution and granted to them prior to the
Litton Distribution, as follows:
<TABLE>
<CAPTION>
===============================================================================================
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
LITTON OPTIONS AT IN-THE-MONEY LITTON OPTIONS AT
DECEMBER 31, 1997 DECEMBER 31, 1997
(#) ($)
------------------------------- -------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
------------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Alton J. Brann 23,440 10,000 884,368 333,421
Norman L. Roberts 16,000 -0- 633,398 -0-
===============================================================================================
</TABLE>
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