SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 4-FINAL AMENDMENT)
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 4-FINAL AMENDMENT)
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
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CUSIP No. 14D-1
88553V107
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WAI Acquisition Corp. (Pending)
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
AF
- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f) [ ]
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,210,310 (excluding shares tendered by guaranteed delivery)
- ---------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES
[ ]
- ---------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94% (excluding shares tendered by guaranteed delivery)
- ---------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------
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<PAGE>
CUSIP No. 88553V107 14D-1
- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Western Atlas Inc. 95-3894675
- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
- ---------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------
4 SOURCE OF FUNDS
BK, OO
- ---------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(e) OR 2(f)
[ ]
- ---------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
- ---------------------------------------------------------------------
7 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,210,310 (excluding shares tendered by guaranteed delivery)
- ---------------------------------------------------------------------
8 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES
[ ]
- ---------------------------------------------------------------------
9 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
94% (excluding shares tendered by guaranteed delivery)
- ---------------------------------------------------------------------
10 TYPE OF REPORTING PERSON
CO
- ---------------------------------------------------------------------
-3-
<PAGE>
This Amendment No. 4, the final amendment, 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, March 27, 1998 and April 1, 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 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The Offer expired at 12:00 midnight, New York City time, on April 9,
1998. Pursuant to the Offer, based upon a preliminary report from the
depositary, the Purchaser accepted for payment 11,210,310 Shares tendered by
physical delivery and 22,081 Shares tendered by guaranteed delivery.
Item 6 is hereby amended and supplemented to incorporate by reference
the information set forth in the press release issued by Parent on April 10,
1998, filed as exhibit (a)(10) to this Amendment No. 4.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) - Text of Press Release issued by Parent and the Company on April 10,
1998.
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<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: April 10, 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
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
(a)(10) Text of Press Release issued by Parent and the Company on April 10,
1998.
[WESTERN ATLAS INC. LETTERHEAD]
For Immediate Release
Contact: Rex Gwinn (713) 972-4980
WESTERN ATLAS ACQUIRES OVER 90% OF 3-D GEOPHYSICAL SHARES IN TENDER OFFER
HOUSTON, Texas - April 10, 1998 - Western Atlas Inc. (NYSE: WAI) today announced
that its wholly owned subsidiary, WAI Acquisition Corp., completed its $9.65 per
share cash tender offer for all of the outstanding shares of common stock, and
the associated preferred share purchase rights, of 3-D Geophysical, Inc.
According to the depositary's preliminary report, 11,232,391 shares
were tendered and not withdrawn (including 22,081 shares tendered by means of
guaranteed delivery) as of the expiration of the tender offer, representing
approximately 94% of the outstanding 3-D Geophysical shares. The offer expired
at 12:00 midnight, New York City time, on Thursday, April 9, 1998. WAI
Acquisition Corp. accepted for payment all shares validly tendered according to
the terms of the tender offer.
The tender offer will be followed by a merger of WAI Acquisition
Corp. into 3-D Geophysical, in which each 3-D Geophysical share not acquired in
the tender offer will be converted into the right to receive $9.65 in cash.
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.
