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): December 1, 1998
R&B FALCON CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-13729 76-0544217
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
901 Threadneedle, Houston, TX 77079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 496-5000
Item 2. Acquisition of Assets
On December 1, 1998, we acquired all of the outstanding stock of
Cliffs Drilling Company for approximately 27.1 million shares of
R&B Falcon Corporation common stock valued at approximately
$385.2 million. This valuation is based upon a price of $14.2125
per share of R&B Falcon Corporation common stock, which was the
average closing price per share of R&B Falcon's common stock for
ten trading days during the period in which the principal terms
of the merger were agreed upon and the merger was announced. Each
share of Cliffs Drilling common stock was converted into 1.7
shares of R&B Falcon common stock and Cliffs Drilling became a
wholly owned subsidiary of R&B Falcon Corporation. The
acquisition of Cliffs Drilling will be recorded using the
purchase method of accounting.
Cliffs Drilling is an international contract drilling company
primarily engaged in daywork drilling services, turnkey drilling
services and, to a lesser extent, the development and operation
of mobile offshore production units. Cliffs Drilling's assets at
the time of the acquisition consisted primarily of 16 jack-up
rigs, three self-contained platform rigs, four mobile offshore
production units and 11 land rigs. We intend to continue using
these assets in the same business as was previously conducted by
Cliffs Drilling.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
The financial statements of Cliffs Drilling Company will be
filed by amendment to this Form 8-K no later than 60 days after
this report is required to be filed.
(b) Pro Forma Financial Information
The pro forma financial information required by this item will
be filed by amendment to this Form 8-K no later than 60 days
after this report is required to be filed.
(c) Exhibits
None
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.
R&B FALCON CORPORATION
By /s/Leighton E. Moss
-------------------
Leighton E. Moss
Executive Vice President
Dated: December 15, 1998
