-----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, NkgIZNm/Rjg1vJCoqyNQddb2tF2ySOhhvlq5+9qceSxovF7nlbHK5DPsi9L5vXdn sjnGDezAlaQjc5G5SQyF4Q== 0000082329-97-000040.txt : 19970714 0000082329-97-000040.hdr.sgml : 19970714 ACCESSION NUMBER: 0000082329-97-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970711 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970711 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: READING & BATES CORP CENTRAL INDEX KEY: 0000082329 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 730642271 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05587 FILM NUMBER: 97639658 BUSINESS ADDRESS: STREET 1: 901 THREADNEEDLE STE 200 CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 7134965000 MAIL ADDRESS: STREET 1: PO BOX 79627 CITY: HOUSTON STATE: TX ZIP: 77279-9627 FORMER COMPANY: FORMER CONFORMED NAME: READING & BATES OFFSHORE DRILLING CO DATE OF NAME CHANGE: 19790531 8-K 1 FORM 8-K DATED 07/11/97 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 11, 1997 READING & BATES CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-5587 73-0642271 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 901 Threadneedle, Suite 200, Houston, TX 77079 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (281) 496-5000 Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 99 - Press Release dated July 10, 1997 - Reading & Bates Corporation and Falcon Drilling Company announce they have agreed to combine their companies into a new company - R&B Falcon Corporation. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized. READING & BATES CORPORATION By /s/T. W. Nagle ------------------------ T. W. Nagle Executive Vice President, Finance and Administration (Principal Financial and Accounting Officer) Dated: July 11, 1997 EX-99 2 PRESS RELEASE DATED 07/10/97 EXHIBIT 99 Contacts: Robert F. Fulton Charles R. Ofner Falcon Drilling Company Reading & Bates Corporation (713) 623-8984 (281) 496-5000 FALCON DRILLING AND READING & BATES ANNOUNCE $5 MILLION STRATEGIC COMBINATION OF EQUALS -- Combined Company To Operate World's Largest Offshore Drilling Fleet -- -- Leading Position in High-Margin Deepwater Drilling Rigs -- HOUSTON, TEXAS, July 10, 1997 -- Falcon Drilling Company Inc. (NYSE: FLC) and Reading & Bates Corporation (NYSE: RB) announced today that they have agreed to combine their companies into a new company -- R&B Falcon Corporation -- which will operate the world's largest offshore drilling fleet. Under the terms of the definitive agreement, which has been unanimously approved by the Boards of Directors of both companies, Falcon Drilling shareholders will receive 1 share of R&B Falcon Corporation common stock for each share of Falcon Drilling common stock. Reading & Bates shareholders will receive 0.59 shares of R&B Falcon Corporation common stock (which exchange ratio will be adjusted to 1.18 to give effect to the previously announced Falcon Drilling stock-split) for each share of Reading & Bates common stock. The exchange of shares for both companies is expected to be tax-free, and the companies will seek pooling of interests accounting treatment. The transaction, which is subject to regulatory and shareholder approvals, is expected to close in the fourth quarter of 1997. R&B Falcon Corporation will be an offshore drilling leader, particularly with respect to fast growing deepwater and transition zone drilling. Specifically, the new company will have a fleet of fourteen vessels (including those under construction) capable of drilling in greater than 3,000 feet of water, including eight DP drillships, giving it the industry's largest deepwater fleet; one of the largest jack-up fleets in the industry with 25 rigs; and a preeminent position in worldwide transition zone drilling. Paul B. Loyd, Jr., Chairman, Chief Executive Officer and President of Reading & Bates, will be Chairman of the new company. Steven A. Webster, Chairman and Chief Executive Officer of Falcon Drilling, will be President and Chief Executive Officer. The new company's Board of Directors will consist of 10 directors, with five each being appointed by Falcon Drilling and Reading & Bates, respectively. Steve Webster said, "This combination represents a very significant consolidation opportunity in the fast growing highest margin segment of the drilling industry-deepwater. Our combined rig fleets and technical expertise will be second to none. This is consistent with the successful strategy we have both employed to build leadership positions in other segments of the contract drilling business. R&B Falcon will maintain its focus on that path. Any non-core investments will be carefully examined to ensure that we maximize shareholder value." "We are very excited about this transaction," said Purnedu Chatterjee, director of Falcon and representative of S-C Rig Co., Falcon's largest shareholder. "Falcon management's strategy of acquiring and consolidating assets in growth markets has built substantial shareholder value. This merger represents yet another major step in successfully executing a well proven strategy." Paul Loyd stated, "This transaction creates a powerhouse in terms of competitive edge, market expertise, access to equipment and ability to build value for shareholders. Our combined company will have the market share, financial resources and, above all, the people we need to take advantage of the numerous opportunities before us. "I fully expect to see the benefits of this transaction almost immediately. We share a common culture of lean operation, well-considered -- and successful -- risk taking, and a singular commitment to creating shareholder value. Given that Steve and I have known each other and worked together for over 25 years and that we do not expect any significant layoffs at the operating level, I am confident of our ability to achieve a seamless and rapid integration of our operations." Falcon Drilling Company is a NYSE listed company, providing offshore drilling services for the international oil and gas industry. Falcon's fleet of 82 drilling units services the international deepwater, the offshore Gulf of Mexico and the worldwide transition zone. Reading & Bates is a New York Stock Exchange listed company, providing offshore drilling services throughout the world. Its wholly owned subsidiary, Reading & Bates Development Co., engages in the business of acquiring interests in offshore oil and gas properties and thereby participates in reservoir risk sharing. Through its TOPS joint venture, a full range of field development contracting alternatives is offered to oil and gas companies, including such services as drilling, marine and subsea construction and production services. # # # -----END PRIVACY-ENHANCED MESSAGE-----