-----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, SYwrVx9TbAXdgabzNiE8TcL3lZd7S1gZxSFEouxMdRx5PBtwTsR5OOfId0p1ykGc MjpQMFD3YuShDtPE3qAwmw== 0000898822-97-000152.txt : 19970225 0000898822-97-000152.hdr.sgml : 19970225 ACCESSION NUMBER: 0000898822-97-000152 CONFORMED SUBMISSION TYPE: SC 14D1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970224 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NORAND CORP /DE/ CENTRAL INDEX KEY: 0000886034 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 421323151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 14D1/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44847 FILM NUMBER: 97542335 BUSINESS ADDRESS: STREET 1: 550 SECOND ST S E CITY: CEDAR RAPIDS STATE: IA ZIP: 52401 BUSINESS PHONE: 3193693100 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: 360 NORTH CRESCENT DR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: 3108882500 MAIL ADDRESS: STREET 1: 360 NORTH CRESCENT DR CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SC 14D1/A 1 SCHEDULE 14D-1 AMENDMENT NO. 4 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________ SCHEDULE 14D-1 TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4) _______________ NORAND CORPORATION (Name of Subject Company) WESTERN ATLAS INC. WAI ACQUISITION CORP. (Bidders) COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) 655421 10 5 (CUSIP Number of Class of Securities) NORMAN L. ROBERTS SENIOR VICE PRESIDENT AND GENERAL COUNSEL WESTERN ATLAS INC. 360 NORTH CRESCENT DRIVE BEVERLY HILLS, CALIFORNIA 90210 TELEPHONE: (310) 888-2700 (Names, Addresses and Telephone Numbers of Persons Authorized to Receive Notices and Communications on Behalf of Bidder) With a copy to: ELLIOTT V. STEIN, ESQ. WACHTELL, LIPTON, ROSEN & KATZ 51 WEST 52ND STREET NEW YORK, NEW YORK 10019 TELEPHONE: (212) 403-1000 This Amendment No. 4 amends and supplements the Tender Offer Statement on Schedule 14D-1 filed with the Securi- ties and Exchange Commission (the "Commission") on January 24, 1997 (the "Schedule 14D-1"), by WAI Acquisition Corp. (the "Purchaser"), a Delaware corporation and a wholly owned subsid- iary of Western Atlas Inc., a Delaware corporation ("Parent"), to purchase all outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of Norand Corporation, a Dela- ware corporation (the "Company"), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated Janu- ary 24, 1997 (the "Offer to Purchase"), and in the related Let- ter of Transmittal (which collectively constitute the "Offer") at a purchase price of $33.50 per Share, net to the tendering shareholder in cash. Capitalized terms used and not defined herein shall have the meanings assigned to such terms in the Offer to Purchase and the Schedule 14D-1. This amendment constitutes the final amendment to the Schedule 14D-1 required by General Instruction D of Schedule 14D-1 and, pursuant to General Instruction F of Schedule 14D-1, is deemed to satisfy the reporting requirements of Section 13(d) of the Securities Exchange Act of 1934, as amended, for all Shares acquired pursuant to the Offer as reported in this amendment. ITEM 6. INTERESTS IN SECURITIES OF THE SUBJECT COMPANY. The response to Item 6(a) and (b) is hereby amended and supplemented by adding the following information: The information contained in the press release issued by Parent and the Company on February 24, 1997, a copy of which is attached hereto as Exhibit (a)(11), is incorporated herein by reference. ITEM 11. MATERIAL TO BE FILED AS EXHIBITS. (a)(1) -- Offer to Purchase, dated January 24, 1997.* (a)(2) -- Letter of Transmittal.* (a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(4) -- Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(5) -- Notice of Guaranteed Delivery.* (a)(6) -- Guidelines for Certification of Taxpayer Identi- fication Number on Substitute Form W-9.* (a)(7) -- Press Release issued by Parent on January 22, 1997.* (a)(8) -- Form of Summary Advertisement dated January 24, 1997.* (a)(9) -- Press Release issued by Parent on February 5, 1997.* (a)(10) -- Press Release issued by Parent on February 20, 1997.* (a)(11) -- Press Release issued by Parent on February 24, 1997. (b)(1) -- Credit Agreement, dated as of December 22, 1994 among Parent and the banks named therein, together with Amendment No. 1 thereto dated as of March 20, 1996.* (c)(1) -- Agreement and Plan of Merger, dated as of Janu- ary 21, 1997, by and among the Company, the Pur- chaser and Parent.* (c)(2) -- Original Equipment Manufacturer Agreement dated as of January 21, 1997 by and between Parent and the Company.* (c)(3) -- Confidentiality Agreement dated February 16, 1996 between Parent and the Company.* _____________________ * Previously filed. -2- SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this state- ment is true, complete and correct. Dated: February 24, 1997 WESTERN ATLAS INC. By: /s/ Michael E. Keane Name: Michael E. Keane Title: Senior Vice President and Chief Financial Officer WAI ACQUISITION CORP. By: /s/ Michael E. Keane Name: Michael E. Keane Title: President EXHIBIT INDEX Exhibit No. Description (a)(1) -- Offer to Purchase, dated January 24, 1997.* (a)(2) -- Letter of Transmittal.* (a)(3) -- Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(4) -- Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(5) -- Notice of Guaranteed Delivery.* (a)(6) -- Guidelines for Certification of Taxpayer Identi- fication Number on Substitute Form W-9.* (a)(7) -- Press Release issued by Parent on January 22, 1997.* (a)(8) -- Form of Summary Advertisement dated January 24, 1997.* (a)(9) -- Press Release issued by Parent on February 5, 1997.* (a)(10) -- Press Release issued by Parent on February 20, 1997.* (a)(11) -- Press Release issued by Parent on February 24, 1997. (b)(1) -- Credit Agreement, dated as of December 22, 1994 among Parent and the banks named therein, together with Amendment No. 1 thereto dated as of March 20, 1996.* (c)(1) -- Agreement and Plan of Merger, dated as of Janu- ary 21, 1997, by and among the Company, the Pur- chaser and Parent.* (c)(2) -- Original Equipment Manufacturer Agreement dated as of January 21, 1997 by and between Parent and the Company.* (c)(3) -- Confidentiality Agreement dated February 16, 1996 between Parent and the Company.* _____________________ * Previously filed. EX-99 2 EXHIBIT A(11) EXHIBIT (A)(11) [LETTERHEAD OF WESTERN ATLAS INC.] FOR IMMEDIATE RELEASE NEWS RELEASE Contacts: Dirk Koerber (310) 888-2575 or Jacquie Hook (310) 888-2580 (Western Atlas) Donald Rowley (319) 369-3250 (Norand) Keith Everett (206) 348-2686 (Intermec) WESTERN ATLAS COMPLETES TENDER OFFER FOR NORAND CORPORATION BEVERLY HILLS, Calif./CEDAR RAPIDS, Iowa -- February 24, 1997 -- Western Atlas Inc. (NYSE: WAI) and Norand Corporation (Nasdaq/NNM: NRND) announced today the successful completion of the tender offer by Western Atlas to acquire the common stock of Norand at $33.50 per share. According to a preliminary count by The Bank of New York, the depositary for the tender offer, approximately 97.58 percent of the outstanding shares of Norand common stock had been tendered pursuant to the tender offer, and were accepted for purchase by WAI Acquisition Corp., a Western Atlas wholly owned subsidiary. The Company will acquire all remaining shares of Norand through the merger of WAI Acquisition Corp. into Norand, at which time Norand will become a wholly owned subsidiary of Western Atlas. As part of that merger, each remaining Norand share will be converted into the right to receive $33.50 per share in cash, without interest. Western Atlas participates in the fast-growing auto- mated data collection (ADC) market through its Seattle-based Intermec subsidiary, whose products and services are complemen- tary to those of Norand. ADC technologies include bar code printers, laser scanners and other imaging methods, as well as hand-held computers and wireless radio frequency (RF) transmis- sion devices. 2 Norand designs, manufactures and markets mobile com- puting systems and wireless data communications networks using RF technology. NORAND (Registered) systems allow businesses worldwide to apply information technology to industrial and field automation settings. Typical applications include route accounting, field-sales automation, and inventory database management in manufacturing, warehouse and retail settings. Headquartered in Beverly Hills, California, Western Atlas is a global supplier of oilfield information services and industrial automation systems with annual revenues of more than $2.5 billion. ### -----END PRIVACY-ENHANCED MESSAGE-----