AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 21, 1997
REGISTRATION NO. 333-40627
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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R&B FALCON CORPORATION
Exact Name of Registrant as Specified in its Charter
Delaware 1381 76-0544217
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction Industrial Classification Identification Number)
of Incorporation or Code Number) Organization)
1900 WEST LOOP SOUTH
SUITE 1800
HOUSTON, TEXAS 77027
713) 623-8984
(Address, including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices
STEVEN A. WEBSTER
CHIEF EXECUTIVE OFFICER
R&B FALCON CORPORATION
1900 WEST LOOP SOUTH
SUITE 1800
HOUSTON, TEXAS 77027
(713) 623-8984
(Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent For Service
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Copies to
J. Michael Schell, Esq. Richard Hall, Esq
Skadden, Arps, Slate, Cravath, Swaine & Moore
Meagher & Flom LLP Worldwide Plaza
919 Third Avenue 825 Eighth Avenue
New York, New York 10022 New York, New York 10019
212) 735-3000 (212) 474-3700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effectiveness of this Registration
Statement and the satisfaction or waiver of all other conditions to the
Mergers described in the Agreement and Plan of Merger, dated as of July
10, 1997.
If the securities being registered on this form are to be offered
in connection with the formation of a holding company and there is
compliance with General Instruction G, check the following box.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED,
OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE
AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant has duly caused this Amendment No. 1 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Houston, State of Texas, on November 21, 1997.
R&B FALCON CORPORATION
By: /s/ Steven A. Webster
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Name: Steven A. Webster
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of
1933, this Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on November 21, 1997.
Name Title
/s/ Paul B. Loyd, Jr. Chairman of the Board and Director
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Paul B. Loyd, Jr.
/s/ Steven A. Webster Chief Executive Officer and Director
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Steven A. Webster
/s/ Steven A. Webster Chief Financial Officer
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Steven A. Webster
/s/ Steven A. Webster Controller (Principal Accounting Officer)
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Steven A. Webster
EXHIBIT 8.1
September 26, 1997
Falcon Drilling Company, Inc.
1900 West Loop South
Suite 1800
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel to Falcon Drilling
Company, Inc., a Delaware corporation ("FDC"), in
connection with the proposed merger of FDC Acquisition
Corp., a Delaware corporation ("Falcon Sub"), with and
into FDC and the contemporaneous merger of Reading &
Bates Acquisition Corp., a Delaware corporation ("R&B
Sub"), with and into Reading & Bates Corporation, a
Delaware corporation ("R&B") (together, the "Mergers"),
pursuant to the Agreement and Plan of Merger, dated as of
July 10, 1997, among R&B Falcon Corporation, a Delaware
corporation ("Parent"), Falcon Sub, R&B Sub, FDC, and R&B
(the "Merger Agreement").(1) At your request, in
connection with the filing of the Registration Statement
on S-4 (the "Registration Statement") filed on the date
hereof with the Securities and Exchange Commission under
the Securities Act of 1933, as amended (the "Securities
Act"), we are rendering our opinion concerning certain
federal income tax consequences of the Mergers.
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(1) Unless otherwise indicated, all defined terms used
herein shall have the meanings assigned to them in
the Merger Agreement.
In rendering our opinion, we have relied, with
the consent of FDC, R&B and Parent, upon the accuracy and
completeness of the information, statements and
representations (which we have neither investigated nor
verified) contained in the respective certificates of the
officers of FDC, R&B and Parent and certain 5 percent
shareholders of FDC Common Stock (collectively, the "Tax
Certificates"), and have assumed that the Tax
Certificates will be complete and accurate, and will be
re-executed by appropriate officers of FDC, R&B and
Parent, or the appropriate shareholder, as of the
Effective Time.
In rendering our opinion, we have assumed that
the Mergers will be consummated in accordance with the
terms of the Merger Agreement and as described in the
Registration Statement and that none of the terms and
conditions contained therein will have been waived or
modified in any respect prior to the Effective Time. We
have also assumed that the Registration Statement
reflects all the material facts relating to the Mergers,
FDC, R&B and Parent. Our opinion is expressly
conditioned on, among other things, the accuracy as of
the date hereof, and the continuing accuracy, of all of
such facts, information, covenants, statements and
representations. Any material changes in the facts
referred to, set forth or assumed herein, in the
Registration Statement or in the Tax Certificates may
affect the conclusions stated herein.
We have assumed the genuineness of all
signatures, the legal capacity of all natural persons,
the authenticity of all documents submitted to us as
originals, the conformity to original documents of all
documents submitted to us as certified or photostatic
copies and the authenticity of the originals of such
documents.
In rendering our opinion, we have considered
applicable provisions of the Internal Revenue Code of
1986, as amended (the "Code"), Treasury Regulations
promulgated thereunder (the "Regulations"), pertinent
judicial authorities, rulings of the Internal Revenue
Service and such other authorities as we have considered
relevant. It should be noted that such laws, Code,
Regulations, judicial decisions and administrative
interpretations are subject to change at any time and, in
some circumstances, with retroactive effect. A material
change in any of the authorities upon which our opinion
is based could affect our conclusions herein.
Based solely upon and subject to the foregoing,
we are of the opinion that under current law, the Mergers
will constitute transactions described in Section 351
and/or Section 368(a) of the Code and that none of FDC,
R&B, holders of FDC Common Stock or holders of R&B Common
Stock will recognize gain or loss for federal income tax
purposes as a result of the Mergers (except with respect
to any cash paid in lieu of fractional shares of Parent
Common Stock).
The foregoing opinion may not be applicable to
shareholders of FDC or R&B with respect to FDC Common
Stock or R&B Common Stock which was acquired pursuant to
the exercise of employee stock options or rights or
otherwise as compensation.
Except as expressly set forth above, we express
no other opinion. We disclaim any undertaking to advise
you of any subsequent changes of the facts stated or
assumed herein or any subsequent changes in applicable
law. This opinion is for your benefit and is not to be
used, circulated, quoted or otherwise referred to for any
purpose, except that we consent to the filing of this
opinion as Exhibit 8.1 of the Registration Statement. In
giving such consent, we do not thereby admit that we are
in the category of persons whose consent is required
under Section 7 of the Securities Act.
Very truly yours,
/s/Skadden, Arps, Slate,
Meagher & Flom LLP
