-----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, Li6knJQQWozkYrgZT3QJFrTZqjnyWyzw5ZIgSTPv23A2urorSExofT9cFx9PGZkn +OpiPES3CBZe3BSS2dfYOg== 0000898822-98-000393.txt : 19980413 0000898822-98-000393.hdr.sgml : 19980413 ACCESSION NUMBER: 0000898822-98-000393 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980410 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: 98591431 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. 4 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 CUSIP No. 14D-1 88553V107 - --------------------------------------------------------------------- 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 - --------------------------------------------------------------------- 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 - --------------------------------------------------------------------- -2- 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- 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. -4- 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 -5- EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a)(10) Text of Press Release issued by Parent and the Company on April 10, 1998. EX-99 2 EXHIBIT (A)(10) [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. -----END PRIVACY-ENHANCED MESSAGE-----