UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
3-D GEOPHYSICAL, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
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(Titles of Classes of Securities)
88553V107
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(CUSIP Number)
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)
March 13, 1998
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(Date of Event which requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
(Continued on following pages)
<PAGE>
CUSIP No. 88553V107 13D
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
WAI Acquisition Corp. (Pending)
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2. Check the Appropriate Box if a Member of a Group
(a)
/ /
(b)
/X/
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3. SEC Use Only
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4. Sources of Funds
AF
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5. Check if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) or 2(f) / /
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 0
Beneficially
Owned by Each 8. Shared Voting Power
Reporting Person 1,748,306
9. Sole Dispositive Power
0
10.Shared Dispositive Power
1,748,306
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,748,306(1)
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12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares / /
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13. Percent of Class Represented by Amount in Row (11)
14.7%
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14. Type of Reporting Person
CO
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1 On March 8, 1998, Western Atlas Inc. ("Parent") entered into support
agreements (the "Support Agreements") with each member of the Board of
Directors of 3-D Geophysical, Inc. (the "Company") and one officer who is
not a director (collectively, the "Stockholders"). Pursuant to the Support
Agreements, upon the terms set forth therein, the Stockholders generally
have agreed to tender, in accordance with the terms of the tender offer (the
"Offer") described in the Offer to Purchase dated March 13, 1998, as amended
(the "Offer to Purchase"), 1,748,306 shares of common stock, par value $.01
per share (the "Common Stock"). In addition, the Stockholders have granted
an irrevocable proxy with respect to such shares of Common Stock to Parent,
which shares are reflected in Rows 7,8,9 and 10 of pages 2 and 3 of this
Schedule 13D. The Support Agreements are described in more detail in Section
11 of the Offer to Purchase.
<PAGE>
CUSIP No. 88553V107 13D
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1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Western Atlas Inc. 95-3894675
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2. Check the Appropriate Box if a Member of a Group
(a)
/ /
(b)
/X/
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3. SEC Use Only
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4. Sources of Funds
BK
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5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(e)
or 2(f) / /
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power
Shares 0
Beneficially
Owned by Each 8. Shared Voting Power
Reporting Person 1,748,306
9. Sole Dispositive Power
0
10. Shared Dispositive Power
1,748,306
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,748,306(2)
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12. Check if the Aggregate Amount in Row (11)
Excludes Certain Shares / /
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13. Percent of Class Represented by Amount in Row (11)
14.7%
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14. Type of Reporting Person
CO
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2 On March 8, 1998, Parent entered into the Support Agreements with the
Stockholders. Pursuant to the Support Agreements, upon the terms set forth
therein, the Stockholders generally have agreed to tender, in accordance
with the terms of the Offer 1,748,306 shares of Common Stock. In addition,
the Stockholders have granted an irrevocable proxy with respect to such
shares of Common Stock to Parent, which shares are reflected in Rows 7,8,9,
10 of pages 2 and 3 of this Schedule 13D. The Support Agreements are
described in more detail in Section 11 of the Offer to Purchase.
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<PAGE>
ITEM 1. Security and Issuer
(a) The name of the subject company is 3-D Geophysical, Inc. The
address of its principal executive offices is 8226 Parker Meadows Drive,
Littleton, Colorado 80124.
(b) Reference is hereby made to the information set forth in the
"Introduction," Section 1 ("Terms of the Offer") and Section 11 ("Purpose of the
Offer; the Merger Agreement; the Support Agreements; Appraisal Rights; Plans for
the Company; the Rights") of the Offer to Purchase, dated March 13, 1998, as
amended (the "Offer to Purchase"), which is incorporated herein by reference.
(c) Reference is hereby made to the information set forth in Section
6 ("Price Range of the Shares; Dividends") of the Offer to Purchase, which is
incorporated herein by reference.
ITEM 2. Identity and Background.
(a) through (c) and (f). This statement is filed by Western Atlas,
Inc., a Delaware corporation ("Parent"), on behalf of itself and its
wholly-owned subsidiary WAI Acquisition Corp., a Delaware corporation
("Purchaser"). Reference is hereby made to the information set forth in the
"Introduction," Section 9 ("Certain Information Concerning Parent and the
Purchaser") and Schedule I ("Directors and Executive Officers of Parent and the
Purchaser") of the Offer to Purchase, which is incorporated herein by reference.
(d) through (e). During the last five years, neither Parent nor the
Purchaser, nor, to the best of their knowledge, any of their respective
executive officers and directors listed in Schedule I ("Directors and Executive
Officers of Parent and the Purchaser") of the Offer to Purchase, which is
incorporated herein by reference, has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities subject to,
Federal or State securities laws or finding any violation of such laws.
ITEM 3. Source and Amount of Funds or Other Consideration.
Reference is made to the information set forth in Section 12
("Source and Amount of Funds") of the Offer to Purchase and to Item 4 of
Amendment No. 3 to Parent and Purchaser's Schedule 14D-1 filed on April 1, 1998
("14D-1 Amendment No. 3"), which are incorporated herein by reference.
ITEM 4. Purpose of Transaction.
(a)-(j) Reference is hereby made to the information set forth in the
"Introduction," Section 7 ("Possible Effects of the Offer on the Market for the
Shares; Nasdaq Quotation; Exchange Act Registration; Margin Regulations"),
Section 10 ("Background of the Offer; Contacts with the Company"), Section 11
("Purpose of the Offer; the Merger Agreement; the Support Agreements; Appraisal
Rights; Plans for the Company; the Rights") and Section 13 ("Dividends and
Distributions") of the Offer to Purchase and to Item 5 of 14D-1 Amendment No. 3,
which are incorporated herein by reference.
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<PAGE>
Except for the foregoing, the Parent and Purchasers have no plans or
proposals which relate to or would result in:
(a) the acquisition of any additional securities of the
Company, or the disposition of any securities of the Company;
(b) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation of the Company or its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Company
or its subsidiaries;
(d) any material change in the present Board of Directors or
management of the Company, including any plans or proposals to change the
number or term of directors or to fill any vacancies on the board;
(e) any material change in the present capitalization or dividend
policy of the Company;
(f) any material change in the Company's business or corporate
structure;
(g) any change in the Company's charter or by-laws or other actions
which may impede the acquisition of control of the Company by any person;
(h) a class of securities of the Company to be delisted from a
national securities exchange or to cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
(i) a class of equity securities of the Company becoming eligible
for termination and registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) any action similar to the foregoing.
ITEM 5. Interest in Securities of the Issuer.
(a)-(c) Reference is hereby made to the information set forth in
Section 9 ("Certain Information Concerning Parent and the Purchaser") and
Schedule I ("Directors and Executive Directors of Parent and the Purchaser") of
the Offer to Purchase, which is incorporated herein by reference.
ITEM 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Reference is hereby made to the information set forth in Section 11
("Purpose of the Offer; the Merger Agreement; the Support Agreements; Appraisal
Rights; Plans for the Company; the Rights") of the Offer to Purchase and Item 7
of 14D-1 Amendment No. 3, which are incorporated herein by reference.
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<PAGE>
ITEM 7. Material to be Filed as Exhibits.
*1 -- Offer to Purchase, dated March 13, 1998. (Filed as Exhibit
(a)(1) to Parent and Purchaser's Schedule 14D-1 filed on March
13, 1998 (the "14D-1"))
*2 -- Amendment No. 1 to the 14D-1 filed on March 19, 1998.
*3 -- Amendment No. 2 to the 14D-1 filed on March 27, 1998.
*4 -- 14D-1 Amendment No. 3.
*5 -- Letter from The Chase Manhattan Bank acknowledging $150 million
facility. (Filed as Exhibit (b)(1) to 14D-1 Amendment No. 3)
*6 -- Agreement and Plan of Merger, dated as of March 8, 1998 by and
among the Company, the Purchaser and Parent. (Filed as Exhibit
(c)(1) to the 14D-1)
*7 -- Form of Support Agreement entered between Parent and Robert P.
Andrews, Ralph M. Bahna, Douglas W. Brandrup, Richard Davis,
Arthur Emil, P. Dennis O'Brien and Emir L. Tavella. (Filed as
Exhibit (c)(2) to the 14D-1)
*8 -- Form of Support Agreement between Parent and Wayne P.
Widynowski. (Filed as Exhibit (c)(3) to the 14D-1)
*9 -- Form of Support Agreement between Parent and Ronald L. Koons.
(Filed as Exhibit (c)(4) to the 14D-1)
*10 -- Consulting Agreement and Non-Compete Agreement, dated as of
March 8, 1998 among Parent, Friedman Enterprises Inc. and Joel
Friedman. (Filed as Exhibit (c)(5) to the 14D-1)
*11 -- Consulting and Non-Compete Agreement, dated as of March 8, 1998
among Parent and Luis H. Ferran Arroyo. (Filed as Exhibit (c)(6)
to the 14D-1)
*12 -- Letter Agreement, dated as of January 20, 1998 between the
Company and Parent, as amended. (Filed as Exhibit (c)(7) to the
14D-1)
*13 -- Confidentiality Agreement, dated as of July 18, 1997 between the
Company and Parent. (Filed as Exhibit (c)(8) to the 14D-1)
*14 -- Confidentiality Agreement, dated as of December 19, 1997 between
the Company and Parent. (Filed as Exhibit (c)(9) to the 14D-1)
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* Incorporated by reference.
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<PAGE>
SIGNATURE
After reasonable 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 2, 1998
WESTERN ATLAS INC.
By: /s/ James E. Brasher
Name: James E. Brasher
Title: Senior Vice President
WAI ACQUISTION CORP.
By: /s/ James E. Brasher
Name: James E. Brasher
Title: Senior Vice President
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<PAGE>
EXHIBIT INDEX
*1 -- Offer to Purchase, dated March 13, 1998. (Filed as Exhibit
(a)(1) to Parent and Purchaser's Schedule 14D-1 filed on March
13, 1998 (the "14D-1"))
*2 -- Amendment No. 1 to the 14D-1 filed on March 19, 1998.
*3 -- Amendment No. 2 to the 14D-1 filed on March 27, 1998.
*4 -- 14D-1 Amendment No. 3.
*5 -- Letter from The Chase Manhattan Bank acknowledging $150 million
facility. (Filed as Exhibit (b)(1) to 14D-1 Amendment No. 3)
*6 -- Agreement and Plan of Merger, dated as of March 8, 1998 by and
among the Company, the Purchaser and Parent. (Filed as Exhibit
(c)(1) to the 14D-1)
*7 -- Form of Support Agreement entered between Parent and Robert P.
Andrews, Ralph M. Bahna, Douglas W. Brandrup, Richard Davis,
Arthur Emil, P. Dennis O'Brien and Emir L. Tavella. (Filed as
Exhibit (c)(2) to the 14D-1)
*8 -- Form of Support Agreement between Parent and Wayne P.
Widynowski. (Filed as Exhibit (c)(3) to the 14D-1)
*9 -- Form of Support Agreement between Parent and Ronald L. Koons.
(Filed as Exhibit (c)(4) to the 14D-1)
*10 -- Consulting Agreement and Non-Compete Agreement, dated as of
March 8, 1998 among Parent, Friedman Enterprises Inc. and Joel
Friedman. (Filed as Exhibit (c)(5) to the 14D-1)
*11 -- Consulting and Non-Compete Agreement, dated as of March 8, 1998
among Parent and Luis H. Ferran Arroyo. (Filed as Exhibit (c)(6)
to the 14D-1)
*12 -- Letter Agreement, dated as of January 20, 1998 between the
Company and Parent, as amended. (Filed as Exhibit (c)(7) to the
14D-1)
*13 -- Confidentiality Agreement, dated as of July 18, 1997 between the
Company and Parent. (Filed as Exhibit (c)(8) to the 14D-1)
*14 -- Confidentiality Agreement, dated as of December 19, 1997 between
the Company and Parent. (Filed as Exhibit (c)(9) to the 14D-1)
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* Incorporated by reference.
