-----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, TEHxX4kh0gtYkOR48NS02TNfLB8PxIISAvdnAWFiEdpkuieBQD9Ed/COmq++TRAi 4KscdW8fvrVmNRMRPxVUIA== 0000950172-97-001143.txt : 19971218 0000950172-97-001143.hdr.sgml : 19971218 ACCESSION NUMBER: 0000950172-97-001143 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971216 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971217 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FALCON DRILLING CO INC CENTRAL INDEX KEY: 0000892179 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 760351754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-12503 FILM NUMBER: 97739979 BUSINESS ADDRESS: STREET 1: 1900 W LOOP S STREET 2: STE 1800 CITY: HOUSTON STATE: TX ZIP: 77027 BUSINESS PHONE: 7136238984 MAIL ADDRESS: STREET 1: 1900 WEST LOOP SOUTH, SUITE 19010 CITY: HOUSTON STATE: TX ZIP: 77027 8-K 1 8-K 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 December 16, 1997 _________________________________ (Date of earliest event reported) Falcon Drilling Company, Inc. ______________________________________________________ (Exact name of Registrant as specified in its charter) Delaware 0-26388 76-0351754 ____________________ ____________________ ____________________ (State of (Commission File (IRS Employer Incorporation) No.) Identification No.) 1900 West Loop South, Suite 1800, Houston, Texas 77027 ____________________________________________________________ (Address of principal executive offices, including zip code) (713) 623-8984 ____________________________________________________ (Registrant's telephone number, including area code) Not Applicable _____________________________________________________________ (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. On December 16, 1997, Falcon Drilling Company, Inc. and Reading & Bates Corporation issued a press release announcing the Board of Directors of R&B Falcon Corporation, a copy of which is attached hereto as Exhibit 99.1 and is hereby incorporated by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits 99.1 Press release issued by Falcon Drilling Company, Inc. and Reading & Bates Corporation on December 16, 1997. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. FALCON DRILLING COMPANY, INC. By: /s/ Leighton E. Moss _________________________ Name: Leighton E. Moss Title: General Counsel Date: December 17, 1997 EX-99 2 EXHIBIT 99.1 - PRESS RELEASE EXHIBIT 99.1 NEWS RELEASE FROM... Reading & Bates Corporation Falcon Drilling Company, Inc. 901 Threadneedle, Suite 200 1900 West Loop South, Suite 1800 Houston, Texas 77079 Houston, Texas 77027 Telephone: 281/496-5000 Tel: 713/623-8984 FOR IMMEDIATE RELEASE DECEMBER 16, 1997 READING & BATES AND FALCON DRILLING ANNOUNCE BOARD OF DIRECTORS FOR R&B FALCON CORPORATION Houston, Texas - Reading & Bates Corporation (NYSE: RB) and Falcon Drilling Company, Inc. (NYSE: FLC) announced today that the directors of R&B Falcon Corporation would be Arnold L. Chavkin, Paul B. Loyd, Jr., Macko A.E. Laqueur, Charles A. Donabedian, and Robert L. Sandmeyer, who are currently Directors of Reading & Bates, and Purnendu Chatterjee, Douglas A.P. Hamilton, Michael E. Porter, Steven A. Webster, and William Ziegler, who are currently Directors of Falcon. Messers. Loyd and Webster are currently the directors of R&B Falcon Corporation. The other directors will take office immediately prior to the mergers which will result in Reading & Bates and Falcon becoming wholly owned subsidiaries of R&B Falcon Corporation. The shareholder meetings of Reading & Bates and Falcon to vote on the proposed combination will be held on December 23, 1997, and is expected that the combination will be made effective after the close of business on December 31, 1997. The following is additional information about each of the persons who will serve as a director of R&B Falcon Corporation: Dr. Purnendu Chatterjee has been a director of Falcon since 1993. Dr. Chatterjee is a private investor. A corporation controlled by Dr. Chatterjee is the general partner of a limited partnership that constitutes Falcon's largest stockholder. Arnold L. Chavkin has been a director of Reading & Bates since August 1991. Mr. Chavkin is general partner of Chase Capital Partners, a general partnership which invests in leveraged buyouts, recapitalizations, growth equities and venture situations. Charles A. Donabedian has been a director of Reading & Bates since 1989. Mr. Donabedian is Chairman and Chief Executive Officer of Winston Financial Incorporated (formerly Winston Midwest Marketing, Inc.), which provides product development, marketing and sales consulting and services to the financial service industry. Douglas A.P. Hamilton has been a director of Falcon since 1992. He is a private investor, and is one of Falcon's original investors. Macko A.E. Laqueur has been a director of Reading & Bates since April 1995. Mr. Laqueur is a senior partner and one of the two founders of Venture Capital Investors, a private investment company located in Amsterdam, The Netherlands. Paul B. Loyd, Jr. has been Chairman and Chief Executive Officer of Reading & Bates since June 1991. Dr. Michael E. Porter has been a director of Falcon since January 1997. Dr. Porter is the C. Roland Christensen Professor of Business Administration at the Harvard Business School. Robert L. Sandmeyer has been a director of Reading & Bates since September 1988. Dr. Sandmeyer served as Dean of the College of Business Administration at Oklahoma State University and Professor of Economics until his retirement in 1994. Steven A. Webster has been the Chairman and Chief Executive Officer of Falcon since its organization in 1991. William Ziegler has been a director of Falcon since 1991. Mr. Ziegler is a partner in the law firm of Parson & Brown. For more information contact: Charles R. Ofner at Reading & Bates Corporation (281) 496-5000 Robert F. Fulton at Falcon Drilling Company (713) 623-8984 -----END PRIVACY-ENHANCED MESSAGE-----