-----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, YDm+Sj6qC5gXrWdijfnlATfMGy00D+hm4v/6E1/Q87TTG3E6bjYMrsmWLhiuK4T5 tSuJOCxmeUZC062bYvptNQ== 0000950129-95-000099.txt : 19950301 0000950129-95-000099.hdr.sgml : 19950301 ACCESSION NUMBER: 0000950129-95-000099 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950223 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950227 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARINE DRILLING COMPANIES INC CENTRAL INDEX KEY: 0000860521 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 742558926 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18309 FILM NUMBER: 95515343 BUSINESS ADDRESS: STREET 1: 14141 SW FWY STE 2500 CITY: SUGAR LAND STATE: TX ZIP: 77478-3435 BUSINESS PHONE: 7134912002 FORMER COMPANY: FORMER CONFORMED NAME: MARINE HOLDING CO DATE OF NAME CHANGE: 19910707 8-K 1 MARINE DRILLING 8-K DATED 02/23/95 1 ================================================================================ 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 (Date of earliest event reported): February 23, 1995 Commission File Number: 0-18309 -------------------- MARINE DRILLING COMPANIES, INC. (Exact name of registrant as specified in its charter) TEXAS 74-2558926 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 14141 SOUTHWEST FREEWAY, SUITE 2500, SUGAR LAND, TEXAS 77478-3435 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (713) 491-2002 - -------------------------------------------------------------------------------- (Former name if changed since last report) - -------------------------------------------------------------------------------- (Former address if changed since last report) ================================================================================ 2 ITEM 5. OTHER EVENTS A. On February 15, 1995, the Company announced a mutual agreement with Falcon Drilling Companies, Inc. to terminate their letter of intent that had contemplated a combination of the two companies. ITEM 7(c). EXHIBITS Exhibit Number Description ------- ----------- 99.7 Letter agreement dated February 15, 1995 between Marine Drilling Companies, Inc. and Falcon Drilling Company, Inc. to terminate agreement dated November 2, 1994 relating to proposed merger. 99.8 Press release dated February 15, 1995 regarding the termination of letter of intent to merge with Falcon Drilling Companies, Inc. -2- 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MARINE DRILLING COMPANIES, INC. (Registrant) Date: February 23, 1995 By: /s/ William H. Flores ---------------------------------------- William H. Flores Senior Vice President - Chief Financial Officer and Director (Principal Financial Officer) Date: February 23, 1995 By /s/ Joan R. Smith ------------------------------------------ Joan R. Smith Vice President, Controller and Secretary (Principal Accounting Officer) -3- 4 INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBITS ------- -------- 99.7 Letter agreement dated February 15, 1995 between Marine Drilling Companies, Inc. and Falcon Drilling Company, Inc. to terminate agreement dated November 2, 1994 relating to proposed merger. 99.8 Press release dated February 15, 1995 regarding the termination of letter of intent to merge with Falcon Drilling Companies, Inc.
-4- EX-99.7 2 LETTER AGREEMENT DATED 02/15/95 1 EXHIBIT 99.7 [MARINE DRILLING COMPANIES LETTERHEAD] February 15, 1995 Falcon Drilling Company, Inc. 1900 West Loop South, Suite 1910 Houston, Texas 77027 Attention: Mr. Steven A. Webster Chairman of the Board Gentlemen: This agreement, when countersigned by you, constitutes a full and complete termination of our agreement, including without limitation the provisions of Item 9 thereof, dated November 2, 1994 relating to the proposed merger of Marine Drilling Companies, Inc. and Falcon Drilling Company, Inc. Each of the parties agrees that it will not make any public or private statement concerning the subject matter of the agreement dated November 2, 1994, or the termination thereof that is intended to harm, impair the reputation of, or lead to unwanted or unfavorable publicity for, the other party. The parties agree that, anything therein to the contrary notwithstanding, the mutual Confidentiality Agreements dated July 11, 1994, shall remain in effect until December 31, 1996. Very truly yours, MARINE DRILLING COMPANIES, INC. By: /s/ WILLIAM O. KEYES -------------------------------- William O. Keyes President and Chief Executive Officer Confirmed and Agreed: FALCON DRILLING COMPANY, INC. By: /s/ STEVEN A. WEBSTER --------------------------- Name: Steven A. Webster -------------------- Title: CEO ------------------- EX-99.8 3 PRESS RELEASE DATED 02/15/95 1 EXHIBIT 99.8 NEWS RELEASE FALCON DRILLING COMPANY, INC. MARINE DRILLING COMPANIES, INC. ================================= =================================== 1900 West Loop South, Suite 1910 14141 Southwest Freeway, Suite 2500 Houston, Texas 77027 Sugar Land, Texas 77478-3435 [LOGO] [LOGO] DATE: February 15, 1995 CONTACT: Steven A. Webster, Chairman & CEO, Falcon Drilling Company, Inc. Robert F. Fulton, Exec. Vice President & CFO, Falcon Drilling Company, Inc. (713) 623-8984 William O. Keyes, President & CEO, Marine Drilling Companies, Inc. William H. Flores, Sr. Vice President & CFO, Marine Drilling Companies, Inc. (713) 491-2002 ******************************************************************************** FALCON DRILLING COMPANY, INC. AND MARINE DRILLING COMPANIES, INC. ANNOUNCE TERMINATION OF MERGER DISCUSSIONS HOUSTON, TEXAS (February 15, 1995) -- Marine Drilling Companies, Inc. (NSM-MDCO) and Falcon Drilling Company, Inc. announced today that they have mutually agreed to terminate their letter of intent that had contemplated a combination of the two companies. Current market conditions led both parties to conclude that a definitive agreement could not be reached at this time. # # # -----END PRIVACY-ENHANCED MESSAGE-----