SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 2)
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 2)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
3-D GEOPHYSICAL, INC.
(NAME OF SUBJECT COMPANY)
WAI ACQUISITION CORP.
WESTERN ATLAS INC.
(BIDDERS)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
88553V107
(CUSIP NUMBER OF CLASS OF SECURITIES)
JAMES E. BRASHER, ESQ.
WAI ACQUISITION CORP.
C/O WESTERN ATLAS INC.
10205 WESTHEIMER ROAD
HOUSTON, TEXAS 77042
(713) 266-5700
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF BIDDER)
COPIES TO:
DANIEL A. NEFF, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 403-1000
<PAGE>
This Statement amends and supplements the Tender Offer Statement on
Schedule 14D-1 (the "Schedule 14D-1") and Schedule 13D filed with the Securities
and Exchange Commission on March 13, 1998 and previously amended on March 18,
1998 by WAI Acquisition Corp. (the "Purchaser"), a Delaware corporation and a
wholly-owned subsidiary of Western Atlas Inc., a Delaware corporation
("Parent"), to purchase all outstanding shares of Common Stock, par value $.01
per share (the "Shares"), of 3-D Geophysical, Inc., a Delaware corporation (the
"Company"), and the associated preferred share purchase rights (the "Rights")
issued pursuant to the Share Purchase Rights Agreement, dated as of July 17,
1997, between the Company and American Securities Transfer & Trust, Inc., as
Rights Agent (as the same may be amended, the "Rights Agreement"), at a purchase
price of $9.65 per Share (and associated Right), net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated March 13, 1998 (the "Offer to Purchase"), and in
the related Letter of Transmittal (which together with the Offer to Purchase
constitutes the "Offer"). Capitalized terms used and not defined herein shall
have the meanings assigned to them in the Offer to Purchase and the Schedule
14D-1.
ITEM 10. ADDITIONAL INFORMATION.
On March 27, 1998 the Company and Parent issued a press release
announcing that they had entered into a settlement in principle of the lawsuit
brought in the Court of Chancery of the State of Delaware on behalf of a
purported class of public shareholders of the Company. In connection with such
settlement the Company, Parent and the Purchaser entered into an amendment (the
"Amendment") to the Agreement and Plan of Merger dated as of March 8, 1998 by
and among the Company, Parent and the Purchaser (the "Merger Agreement").
Pursuant to the Amendment, the Termination Fee (as defined in, and payable by
the Company to Parent under the circumstances set forth in, the Merger
Agreement) has been reduced to $4,000,000.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) - Text of Press Release issued by Parent and the Company on March 27,
1998.
(c)(10) - Amendment to Agreement and Plan of Merger, dated March 27, 1998 by
and among the Company, the Purchaser and Parent.
<PAGE>
SIGNATURE
AFTER DUE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I
CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND
CORRECT.
Dated: March 27, 1998
WESTERN ATLAS INC.
By: /s/ James E. Brasher
Name: James E. Brasher
Title: Senior Vice President
WAI ACQUISITION CORP.
By: /s/ James E. Brasher
Name: James E. Brasher
Title: Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(9) Text of Press Release issued by Parent and the Company on
March 27, 1998.
(c)(10) Amendment to Agreement and Plan of Merger, dated March 27, 1998
by and among the Company, the Purchaser and Parent.
Exhibit (a)(9)
(HOUSTON and LITTLETON, Colorado, March 27, 1998) - Western Atlas
Inc. (NYSE: WAI) and 3-D Geophysical, Inc. (NASDAQ: TDGO) today announced that
they have agreed to amend their previously announced merger agreement to
provide, effective immediately, that the termination fee payable under certain
circumstances by 3-D Geophysical, Inc. to Western Atlas Inc. shall be reduced
from $5.5 million to $4.0 million.
Pursuant to the merger agreement dated as of March 8, 1998, which was
unanimously approved by 3-D Geophysical's Board of Directors, Western Atlas,
through its wholly owned subsidiary WAI Acquisition Corp., has commenced a
tender offer, which unless extended, will expire at 12:00 midnight (Eastern
Standard Time) on April 9, 1998, for all outstanding shares of 3-D common stock
at a purchase price of $9.65 per share in cash.
The amendment was made in connection with the settlement in principle
of a lawsuit brought in the Court of Chancery of the State of Delaware on behalf
of a purported class of public shareholders of 3-D Geophysical seeking to enjoin
the tender offer and the merger. In addition, in connection with the settlement,
3-D announced that it would mail to its shareholders of record information
reflecting its results of operations for the three and twelve months ended
December 31, 1997.
Both 3-D Geophysical and Western Atlas have denied any wrongdoing or
liability in connection with the allegations made in the lawsuit, and said that
they had agreed to the settlement in principle to avoid the burdens and
distractions of litigation.
In addition, effective March 26, 1998, Western Atlas has received
early termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 with respect to the acquisition of 3-D Geophysical.
3-D Geophysical operates land-based and shallow-water seismic data
acquisition systems utilizing state-of-the-art recording equipment. The company
also offers data processing services in Mexico.
Western Atlas Inc., based in Houston, Texas is one of the world's
leading oilfield services companies, providing seismic, well-logging, and
reservoir information services to the oil and gas industry.
Exhibit (c)(10)
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT TO AGREEMENT AND PLAN OF MERGER (hereinafter called
this "Amendment"), is entered into as of March 27, 1998, by and among Western
Atlas Inc., a Delaware corporation ("Parent"), WAI Acquisition Corp., a Delaware
corporation and a subsidiary of Parent (the "Purchaser"), and 3-D Geophysical,
Inc., a Delaware corporation (the "Company"), and is made with reference to that
certain Agreement and Plan of Merger dated as of March 8, 1998 by and among
Parent, the Company and Purchaser (the "Merger Agreement"). Capitalized terms
used herein shall have the meanings assigned in the Merger Agreement unless
otherwise defined herein.
WHEREAS, in connection with the settlement of certain litigation, the
Company, the Purchaser and Parent (collectively, the "Parties") desire to amend
the Merger Agreement as set forth herein.
NOW, THEREFORE in consideration of the premises and of the agreements
herein contained and for other good and valuable consideration, the Parties
hereto agree as follows:
1. Termination Fee. Section 8.03(b) of the Merger Agreement is hereby
amended by deleting the phrase "$5,500,000 (the "Termination Fee")" and
substituting in place thereof the phrase "$4,000,000 (the "Termination Fee")".
2. Effect. Except as specifically provided for herein, the Merger
Agreement shall otherwise remain in full force and effect.
3. Counterparts. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
<PAGE>
IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
WESTERN ATLAS INC.
By: /s/ James E. Brasher
Name: James E. Brasher
Title: Senior Vice President
WAI ACQUISITION CORP.
By: /s/ James E. Brasher
Name: James E. Brasher
Title: Vice President
3-D GEOPHYSICAL, INC.
By: /s/ Joel Friedman
Name: Joel Friedman
Title: Chairman
