-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JMgjIf3QhUtzgq0+gHskTC729hcc6BptLI1vFT7eGSN7JIAMBONGktayOt7AbYnV GW26Yb5qNqCcoT8YBfrE5Q== 0000898822-98-000358.txt : 19980330 0000898822-98-000358.hdr.sgml : 19980330 ACCESSION NUMBER: 0000898822-98-000358 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980327 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 3-D GEOPHYSICAL INC CENTRAL INDEX KEY: 0001003382 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 133841601 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: SEC FILE NUMBER: 005-47599 FILM NUMBER: 98576612 BUSINESS ADDRESS: STREET 1: 8226 PARK MEADOWS DRIVE STREET 2: BUILDING H CITY: LITTLETON STATE: CO ZIP: 80124 BUSINESS PHONE: 3038580500 MAIL ADDRESS: STREET 1: 8226 PARK MEADOWS DRIVE STREET 2: BUILDING H CITY: LITTLETON STATE: CO ZIP: 80124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN ATLAS INC CENTRAL INDEX KEY: 0000913340 STANDARD INDUSTRIAL CLASSIFICATION: OIL AND GAS FIELD EXPLORATION SERVICES [1382] IRS NUMBER: 953899675 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A BUSINESS ADDRESS: STREET 1: 10205 WESTHEIMER ROAD CITY: HOUSTON STATE: TX ZIP: 77042-3115 BUSINESS PHONE: 7139724000 MAIL ADDRESS: STREET 1: 10205 WESTHEIMER ROAD CITY: HOUSTON STATE: TX ZIP: 77042-3115 SC 14D1/A 1 SCHEDULE 14D-1 AMENDMENT NO. 2 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 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. 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 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. EX-99 2 EXHIBIT (A)(9) - PRESS RELEASE 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. EX-99 3 EXHIBIT (C)(10) - MERGER AGREEMENT AMENDMENT 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----