-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, GpQq1ESBvZEbjRMFCRGI9dTyOEdY+QSoh5uxb6TwGCATJFwW+8bY95YlRJg4d0o7 +Vdm2Nu0amLyQXDIjfRkgA== 0000082329-95-000043.txt : 19950424 0000082329-95-000043.hdr.sgml : 19950424 ACCESSION NUMBER: 0000082329-95-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950421 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950421 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: 95530159 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 04/21/95 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: April 21, 1995 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 (713)496-5000 Item 7. Financial Statements and Exhibits (c) Exhibits Exhibit 99 - Press Release dated April 20, 1995 - Text of Reading & Bates' reply to Sonat Offshore Drilling Inc.'s letter dated April 13, 1995. 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 Vice President & Chief Financial Officer Dated: April 21, 1995 EX-99 2 PRESS RELEASE DATED 04-20-95 EXHIBIT 99 FOR IMMEDIATE RELEASE: Contact: Mr. Charles R. Ofner (713) 496-5000 Houston, Texas....April 20, 1995....Reading & Bates Corporation (NYSE:RB) announced today that, following its press release earlier today regarding Reading & Bates' participation in the Green Canyon 254 Project, it was now in a position to release the text of its reply to Sonat Offshore Drilling Inc.'s letter of April 13, 1995: "I am writing in response to the letter dated April 13, 1995 which I received from you late on Thursday. It is my understanding that the ongoing discussions between our respective financial advisors have focused on the exchange of ideas regarding possible merger transactions with a view towards creating a better appreciation on each other's part for the type and terms of a transaction that you and we might find attractive. Throughout these discussions, our advisors and yours have made it quite clear that these talks are strictly exploratory. In our view, the approach taken by your letter is somewhat at odds with this. I understand that in the most recent discussions our financial advisors each presented to the other their latest thinking on possible merger transactions that their respective clients may view as attractive, that there was a somewhat significant difference between the transaction presented by Merrill Lynch/Simmons & Co. and the alternative transaction presented by Morgan Stanley, and that this difference may or may not be insurmountable. Much of this difference is, I believe, attributable to a lack of appreciation on the part of you and your advisors for the value of our company's core business. In addition, as Morgan Stanley conveyed during the most recent discussions, we expect that there will be significant positive developments regarding our company in the short term and, in light of your lack of interest in the possible transaction put forth by Morgan Stanley, we strongly believe that allowing some additional time for these developments to unfold will provide you with a greater appreciation of the value of our company. It was for this reason that Morgan Stanley suggested that further discussions be suspended for a brief period of time. Just to make it perfectly clear, as and when we are in a position to provide you with information concerning the developments referred to above, we would expect to resume discussions of the sort that have been held to date between our financial advisors. We would of course be willing to resume such discussions earlier if your view regarding the possible transaction put forth by Morgan Stanley have changed." Reading & Bates noted that its reply preceded Sonat Offshore's press release of April 18, 1995 advising of their termination of merger discussions, and thus the last paragraph of Reading & Bates' reply may have been rendered moot. 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., provides technical, construction and project management services and floating productions systems to the upstream offshore oil and gas industry worldwide. ### -----END PRIVACY-ENHANCED MESSAGE-----