SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14D-1
TENDER OFFER STATEMENT
(AMENDMENT NO. 1)
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
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
P.O. BOX 1407
HOUSTON, TEXAS 77251
(713) 266-5700
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONCT OF 1934
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") filed with the Securities and Exchange
Commission on March 13, 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 17, the plaintiffs in the Chancery Court Action filed
(i) an Amended Complaint, (ii) a Motion seeking a preliminary injunction (the
"Preliminary Injunction") to enjoin the members of the Company Board, the
Company and Parent (the "Defendants") from consummating the Offer and to require
the Defendants to supplement their materials furnished to the Company's
stockholders in connection with the Offer, and (iii) a Motion seeking expedited
proceedings with respect to the Preliminary Injunction.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
None.
<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 18, 1998
WESTERN ATLAS INC.
By:/s/Will Honeybourne
Name: Will Honeybourne
Title: Vice President
WAI ACQUISITION CORP.
By:/s/Will Honeybourne
Name: Will Honeybourne
Title: Vice President
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
None.
