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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 9 1998
WESTERN ATLAS INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State of Other Jursidiction 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)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
ON MARCH 9, 1998, THE REGISTRANT ISSUED THE PRESS RELEASES ATTACHED
HERETO AS EXHIBITS 99.1 AND 99.2 AND INCORPORATED HEREIN IN THEIR ENTIRETY BY
THIS REFERENCE.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS.
(C) EXHIBITS
(I) EXHIBIT 99.1 - PRESS RELEASE DATED MARCH 9, 1998, "WESTERN
ATLAS SIGNS PURCHASE AGREEMENT TO ACQUIRE WEDGE-DIA-LOG, INC."
(II) EXHIBIT 99.2 - PRESS RELEASE DATED MARCH 9, 1998, "WESTERN
ATLAS SIGNS MERGER AGREEMENT WITH 3-D GEOPHYSICAL"
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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.
(REGISTRANT)
BY: /S/ JAMES E. BRASHER
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JAMES E. BRASHER
SENIOR VICE PRESIDENT AND
GENERAL COUNSEL
DATED: MARCH 10, 1998
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EXHIBIT 99.1
For Immediate Release
Contact: Rex Gwinn (713) 972-4980
WESTERN ATLAS SIGNS PURCHASE AGREEMENT TO ACQUIRE WEDGE DIA-LOG, INC.
HOUSTON, Texas -- March 9, 1998 -- Western Atlas Inc. (NYSE: WAI) announced
today it has entered into a purchase agreement to acquire WEDGE DIA-LOG, Inc.
from WEDGE Energy Group, L.L.C. for approximately $218 million in cash. In
addition, Western Atlas will be assuming approximately $33 million in debt. It
is anticipated that the transaction will close on or before April 1, 1998.
WEDGE Energy Group, L.L.C. is a wholly-owned subsidiary of WEDGE Group
Incorporated, a Houston-based private investment company.
The acquisition, which is subject to customary closing conditions, is not
expected to impact Western Atlas earnings in 1998, but is expected to be
accretive in 1999 and onward. WEDGE DIA-LOG, an independent wireline company
specializing in cased-hole services, anticipated that it would produce revenues
of more than $100 million in 1998. Western Atlas currently intends to conduct
most of its cased-hole logging, pipe recovery, perforating, and mechanical
services operations in the U.S. under the name WEDGE DIA-LOG.
"WEDGE DIA-LOG is a highly respected wireline company, and this transaction is
expected to accelerate the growth in shareholder value for our company," said
John Russell, president and CEO of Western Atlas. "Together with WEDGE DIA-LOG,
we expect Western Atlas' revenues from Logging Services to be in the
$700-million range for 1998."
"WEDGE DIA-LOG is known for efficiency, reliability and quality, and is one of
the valued providers of cased-hole and pipe recovery services in the U.S.,"
said Gary Jones, president of Western Atlas Logging Services. "We intend for
their management team, under James Odom, president of WEDGE DIA-LOG, to take a
leadership role in our wireline business, and believe that our expanded
capabilities will benefit all of our customers and employees. WEDGE DIA-LOG is
a solid, well managed company, and its employees have an excellent reputation
for service in the industry. We're looking forward to having them as part of
the Western Atlas Logging Services team."
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 energy industry.
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The statements in this release relating to matters that are not historical
facts are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Such forward-looking statements involve and are
dependent upon certain risks and uncertainties, including, but not limited to,
the following which are beyond the Company's control: dependence on energy
industry spending; worldwide prices and demand for oil and gas; the presence of
competitors with greater financial and other resources; technological changes
and developments; operating risks inherent in the oilfield services industry;
regulatory uncertainties; worldwide political stability and economic
conditions; operating risks associated with international activities; and other
risks and uncertainties described more fully in the Company's filings with the
Securities and Exchange Commission, and other public disclosures and releases.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
CONTACT:: REX GWINN, WESTERN ATLAS (713) 972-4980
JOEL FRIEDMAN, 3-D GEOPHYSICAL (212) 317-1234
Western Atlas Signs Merger Agreement with 3-D Geophysical
HOUSTON, TEXAS, AND LITTLETON, COLORADO -- MARCH 9, 1998 -- WESTERN ATLAS INC.
(NYSE: WAI) AND 3-D GEOPHYSICAL, INC. (NASDAQ: TDGO) ANNOUNCED TODAY THAT THEY
HAVE SIGNED A DEFINITIVE MERGER AGREEMENT PROVIDING FOR WESTERN ATLAS TO
ACQUIRE 3-D GEOPHYSICAL, A COLORADO-BASED SUPPLIER OF SEISMIC DATA ACQUISITION
SERVICES.
WESTERN ATLAS WILL OFFER 3-D GEOPHYSICAL SHAREHOLDERS $9.65 PER COMMON SHARE IN
AN ALL-CASH TENDER OFFER THAT WILL COMMENCE WITHIN THE NEXT FIVE BUSINESS DAYS.
FOLLOWING CONSUMMATION OF THE TENDER OFFER, 3-D GEOPHYSICAL SHARES NOT
PURCHASED IN THE TENDER OFFER WILL BE ACQUIRED FOR $9.65 PER SHARE IN CASH IN A
SUBSEQUENT MERGER. 3-D GEOPHYSICAL HAS APPROXIMATELY 11.9 MILLION OUTSTANDING
SHARES.
THE OFFER WILL BE SUBJECT TO THE TENDER OF A MAJORITY OF 3-D GEOPHYSICAL'S
OUTSTANDING SHARES, EXPIRATION OF THE HART- SCOTT-RODINO ACT WAITING PERIOD,
AND OTHER CUSTOMARY CONDITIONS. THE TENDER OFFER AND THE MERGER HAVE BEEN
UNANIMOUSLY APPROVED BY 3-D GEOPHYSICAL'S BOARD OF DIRECTORS, WHICH HAS
RECEIVED A FAIRNESS OPINION FROM ITS FINANCIAL ADVISOR, SALOMON SMITH BARNEY.
REVENUES OF 3-D GEOPHYSICAL ARE EXPECTED TO EXCEED $100 MILLION FOR 1997. THE
COMPANY WILL BECOME PART OF THE WESTERN GEOPHYSICAL DIVISION OF WESTERN ATLAS
INC.
"THE ACQUISITION OF 3-D GEOPHYSICAL WILL ACCELERATE THE GROWTH OF WESTERN ATLAS
AS A LEADING SUPPLIER OF SEISMIC SERVICES," SAID WESTERN ATLAS PRESIDENT AND
CEO JOHN RUSSELL. "IT WILL NOT IMPACT WESTERN ATLAS' 1998 EARNINGS, BUT WILL BE
ACCRETIVE FOR 1999 ONWARD."
"3-D GEOPHYSICAL HAS A STRONG PRESENCE IN NORTH AMERICA," SAID RICHARD WHITE,
PRESIDENT OF WESTERN GEOPHYSICAL. "THE EMPLOYEES OF 3-D GEOPHYSICAL ARE HIGHLY
SKILLED AND EXPERIENCED, AND WE'RE PLEASED TO BE INCLUDING THEM IN WESTERN
GEOPHYSICAL. THEY WILL BE A VALUED ADDITION TO OUR TEAM. BRINGING THESE TWO
ORGANIZATIONS TOGETHER INCREASES OUR SEISMIC DATA ACQUISITION
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WESTERN ATLAS SIGNS MERGER AGREEMENT WITH 3-D GEOPHYSICAL, CONTINUED
CAPABILITIES IN THE U.S., STRENGTHENS OUR BUSINESS IN ALASKA AND CERTAIN AREAS
IN LATIN AMERICA, AND EXPANDS OUR PRESENCE IN CANADA."
"WE AT 3-D GEOPHYSICAL LOOK FORWARD TO JOINING THE WESTERN TEAM," SAID JOEL
FRIEDMAN, CHAIRMAN AND CEO OF 3-D GEOPHYSICAL, INC. "THIS COMBINATION WITH
WESTERN SATISFIES OUR THREE PRIMARY GOALS: ENHANCING SHAREHOLDER VALUE,
PROVIDING THE BEST SERVICE TO OUR CLIENTS, AND OFFERING THE MOST OPPORTUNITY
FOR PERSONAL GROWTH TO OUR EMPLOYEES."
3-D GEOPHYSICAL HAS 11 CREWS OPERATING LAND-BASED AND SHALLOW-WATER SEISMIC
DATA ACQUISITION SYSTEMS UTILIZING STATE-OF- THE-ART RECORDING EQUIPMENT WITH
APPROXIMATELY 26,000 CHANNELS. THE COMPANY ALSO OFFERS DATA PROCESSING SERVICES
IN MEXICO. FOLLOWING ITS INITIAL PUBLIC OFFERING IN FEBRUARY 1996, THE COMPANY
ACQUIRED SEVERAL ESTABLISHED SEISMIC DATA ACQUISITION BUSINESSES: NORTHERN
GEOPHYSICAL OF AMERICA INC., GEOEVALUACIONES, S. A. DE C.V., KEMP GEOPHYSICAL
CORPORATION, PARAGON GEOPHYSICAL, PIASA (A MEXICAN SEISMIC DATA PROCESSING
COMPANY), AND CALGARY-BASED J.R.S. EXPLORATION CO. LTD., WHICH EXTENDED THE
COMPANY'S SERVICES INTO CANADA.
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 ENERGY INDUSTRY.
THE STATEMENTS IN THIS RELEASE RELATING TO MATTERS THAT ARE NOT HISTORICAL
FACTS, INCLUDING, WITHOUT LIMITATIONS, STATEMENTS REGARDING THE DEMAND FOR THE
COMPANY'S SERVICES, ARE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF
SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH FORWARD-LOOKING STATEMENTS
INVOLVE AND ARE DEPENDENT UPON CERTAIN RISKS AND UNCERTAINTIES, INCLUDING, BUT
NOT LIMITED TO, THE FOLLOWING WHICH ARE BEYOND THE COMPANY'S CONTROL:
DEPENDENCE ON ENERGY INDUSTRY SPENDING; WORLDWIDE PRICES AND DEMAND FOR OIL AND
GAS; THE PRESENCE OF COMPETITORS WITH GREATER FINANCIAL AND OTHER RESOURCES;
TECHNOLOGICAL CHANGES AND DEVELOPMENTS; OPERATING RISKS INHERENT IN THE
OILFIELD SERVICES INDUSTRY; REGULATORY UNCERTAINTIES; WORLDWIDE POLITICAL
STABILITY AND ECONOMIC CONDITIONS; OPERATING RISKS ASSOCIATED WITH
INTERNATIONAL ACTIVITIES; AND OTHER RISKS AND UNCERTAINTIES DESCRIBED MORE
FULLY IN THE COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.
##
