-----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, PzlEEFyKNGP+PWpv4jbyp6S5adqZW1dIXJ+MkbJtMATrU63fjD4SGcMUzgPgo3W+ U6LAds74iaAtAj+tdtdCKg== 0000922423-98-000332.txt : 19980326 0000922423-98-000332.hdr.sgml : 19980326 ACCESSION NUMBER: 0000922423-98-000332 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980325 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-47599 FILM NUMBER: 98573368 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: 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 14D9/A 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 SC 14D9/A 1 AMENDMENT NO. 2 TO SCHEDULE 14D-9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- AMENDMENT NO. 2 TO SCHEDULE 14D-9 ------------------------- SOLICITATION/RECOMMENDATION STATEMENT PURSUANT TO SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 3-D GEOPHYSICAL, INC. (Name of Subject Company) 3-D GEOPHYSICAL, INC. (Name of Person(s) Filing Statement) Common Stock, par value $.01 per share (Title of Class of Securities) 88553V107 (CUSIP Number of Class of Securities) ------------------------ JOEL FRIEDMAN CHAIRMAN 3-D GEOPHYSICAL, INC. 599 Lexington Avenue New York, New York 10022 (212) 317-1234 (Name, Address and Telephone Number of Person Authorized to Receive Notice and Communications on Behalf of the person(s) filing statement) ------------------------- This Amendment No. 2 amends and supplements the information set forth in the Solicitation/Recommendation Statement Pursuant to Section 14(d)(4) of the Securities Exchange Act of 1934 on Schedule 14D-9, as amended (the "Schedule 14D-9") filed by 3-D Geophysical, Inc. (the "Company") on March 13, 1998 with respect to a tender offer by WAI Acquisition Corp., a Delaware corporation ("Purchaser"), a wholly-owned subsidiary of Western Atlas Inc., a Delaware corporation ("Western"), disclosed in a Tender Offer Statement on Schedule 14D-1, dated March 13, 1998, to purchase all outstanding Shares at a purchase price of $9.65 per share, net to the seller in cash, without interest, upon the terms and subject to the conditions set forth in an Offer to Purchase dated March 13, 1998 and pursuant to the Agreement and Plan of Merger dated as of March 8, 1998, among Western, Purchaser and the Company. Unless otherwise indicated, the capitalized terms used herein shall have the meanings specified in the Schedule 14D-9. ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED. The Company issued a press release on March 25, 1998 with respect to its earnings for the quarter and year ended December 31, 1997. A copy of such press release is attached hereto as Exhibit (c)(14) and is incorporated herein by reference. - 2 - ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 is hereby amended and supplemented by adding thereto the following: EXHIBIT NO. DESCRIPTION - ----------- ----------- (c)(14) Press Release issued by the Company on March 25, 1998 with respect to fourth quarter earnings. - 3 - 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: March 25, 1998 3-D GEOPHYSICAL, INC. By: /s/ Joel Friedman ----------------- Name: Joel Friedman Title: Chairman - 4 - EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- (c)(14) Press Release issued by the Company on March 25, 1998 with respect to fourth quarter earnings. - 5 - Exhibit (c)(14) 3-D Geophysical Inc. Announces Results for Three Months and Twelve Months Ended December 31, 1997 LITTLETON, Colo.--March 25, 1998--3-D Geophysical, Inc. (NASDAQ:TDGO) today announced results of operations for the three and twelve months ended December 31, 1997. The Company's net revenues increased to $31.4 million for the three months ended December 31, 1997 from $15.6 million for the three months ended December 31, 1996. Net income increased to $247,000 for the three months ended December 31, 1997 from a net loss of $1.2 million for the three months ended December 31, 1996. Earnings per share was $.02 for the three months ended December 31, 1997 compared to ($.15) for the three months ended December 31, 1996. For the year ended December 31, 1997, the Company's net sales increased to $101.0 million from $51.8 million in the prior year. Net income after extraordinary items decreased to $.1 million or $.01 per basic share from $.9 million or $.12 per basic share for 1996. Revenues increased by $15.8 million in the fourth quarter of 1997 compared to the fourth quarter of 1996 primarily due to the inclusion of $3.4 million in revenues for the Company's operations in Canada which were acquired in January 1997, an $8.9 million increase in revenues in Mexico where the Company worked on three projects during the 1997 quarter and $1.5 million in the U.S. due to increased activity in Texas and Alaska. Gross profit as a percent of net revenues (gross profit equals net revenues minus cost of data acquisition) was 22.4% in the fourth quarter of 1997 compared to 13.7% in the fourth quarter of 1996. Excluding the impact of a $740,000 charge in the fourth quarter of 1996 which resulted from the cancellation of a large contract in Peru, gross profit was 18.4% in the fourth quarter of 1996. This increase was primarily due to improved performance in Mexico. For the year ended December 31, 1997, the Company's net revenues increased by $49.2 million to $101.0 million. The increase was primarily due to the inclusion of $11.9 million in revenues for the Company's operations in Canada, an increase of $12.5 million in Latin America due to additional contracts and an increase of $24.8 million in the U.S. from growth in seismic activity. Gross profit as a percent of net revenues was 20.8% for the year ended December 31, 1997 compared to 22.6% for the year ended December 31, 1996. Excluding the impact of the Peruvian contract cancellation in 1996, gross profit was 24.1% for the year ended December 31, 1996. The decrease was primarily due to lower margins than anticipated in Alaska and in the Rocky Mountain region. At March 16, 1998, the Company's backlog was approximately $80.3 million, including approximately $56.3 million that is expected to be completed in 1998; however, these commitments are subject to cancellation at the option of the Company's customers, on short notice and generally without penalty. Of this backlog expected to be completed during 1998, $32.2 million relate to services to be performed in the U.S., $22.3 million to Latin America and $1.8 million to Canada. Headquartered in Littleton, Colorado, 3-D Geophysical is a leading provider of land-based seismic data acquisition services in the United States, Canada and Latin America. On March 8, 1998, the Company entered into a definitive Agreement and Plan of Merger with Western Atlas Inc. and WAI Acquisition Corp., a wholly-owned subsidiary of Western, pursuant to which the Company will be come a wholly-owned subsidiary of Western. Pursuant to the agreement, which was unanimously approved by the Company's Board of Directors, Western Atlas, through WAI Acquisition, has commenced a tender offer for all outstanding shares of 3-D common stock at a purchase price of $9.65 per share in cash. The tender offer is subject to the satisfaction of a number of customary conditions including among others, expiration of the applicable waiting periods under the Hart-Scott Rodino Antitrust Improvements Act. This press release includes forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. These forward-looking statements reflect numerous assumptions, involve a number of risks and uncertainties, and actual results may vary materially. Among the factors that could cause actual results to differ materially are: a failure to consummate the tender offer and merger transaction with Western Atlas Inc; unanticipated adverse weather conditions; the level of activity in the oil and gas industry; inflationary trends; interest and exchange rates, and the other risks detailed from time to time in the Company's filings with the Securities and Exchange Commission. 3-D Geophysical, Inc. Condensed Consolidated Statements of Operations (Unaudited) in thousands (except share amounts) For the Three For the Twelve Months ended Months ended December 31 December 31 1997 1996 1997 1996 ---- ---- ---- ---- Net revenues 31,447 15,603 101,016 51,754 Expenses Cost of data acquisition 24,406 13,469 80,029 40,032 Depreciation and amortization 2,586 1,318 9,868 4,106 General and administrative expenses 2,645 2,095 9,470 6,002 Total operating expenses 29,637 16,882 99,367 50,140 Operating income 1,810 (1,279) 1,649 1,614 Other income (expenses): Interest income 111 92 611 461 Interest expense (775) (353) (1,836) (1,021) Foreign currency losses (289) (98) (68) (91) Miscellaneous (118) 268 344 336 Total other income (expense) (1,071) (91) (949) (315) Income before provision for income taxes and extraordinary items 739 (1,370) 700 1,299 Provision (benefit) for income taxes 353 (175) 420 470 Income (loss) before extraordinary items 386 (1,195) 280 829 Extraordinary item, net of tax benefit of $85 and tax expense of $36 (139) - (139) 57 Net income (loss) 247 (1,195) 141 886 Income (loss) per share before extraordinary item Basic 0.03 (0.15) 0.02 0.12 Dilutive 0.03 (0.15) 0.02 0.11 Extraordinary item per share, net of tax benefit of 0.01 and tax expense of 0.00 Basic (0.01) - (0.01) 0.01 Dilutive (0.01) - (0.01) 0.01 Net earnings (loss) per share Basic 0.02 (0.15) 0.01 0.12 Dilutive 0.02 (0.15) 0.01 0.12 Weighted average common shares outstanding Basic 11,917 7,904 11,917 7,097 Dilutive 11,978 8,031 11,978 7,224 CONTACT: 3-D Geophysical, Inc. Ronald L. Koons, CFO (303) 645-0549 -----END PRIVACY-ENHANCED MESSAGE-----