Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
R&B FALCON CORPORATION
(Exact name of registrant as specified in its charter)
State of Delaware 76-0544217
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 Threadneedle, Houston, Texas 77079
(Address of Principal Executive Offices) (Zip Code)
-------------------
R&B FALCON CORPORATION
1998 Employee Long-Term Incentive Plan
(Full title of the plan)
--------------------
LEIGHTON E. MOSS
R&B Falcon Corporation
901 Threadneedle
Houston, Texas 77079
(Name, address of agent for service)
(281) 496-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
============================================================================
| | Proposed | Proposed |
Title of | | maximum | maximum |
securities | Amount | offering | aggregate | Amount of
to be | to be | price per | offering | registration
registered: | registered: | share(1): | price(1): | fee:
- ----------------------------------------------------------------------------
Common Stock | | | |
($.01 Par Value) | 3,200,000 shares | $10.75 | $34,400,000 | $9,564
============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to the Rule 457(c) and (h) on basis of the average of the high
and low prices reported in the New York Stock Exchange Composite
Transactions on November 19, 1998.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Act"). These
documents and the documents incorporated by reference into this
Registration Statement, taken together, constitute a prospectus that meets
the requirements of Section 10(a) of the Act. Capitalized terms used but
not defined herein shall have the same meanings ascribed to them in the
R&B Falcon Corporation 1998 Employee Long-Term Incentive Plan (the
"Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed with the Securities and Exchange
Commission are incorporated by reference in this registration statement:
Annual Report of R&B Falcon Corporation (the "Company") on Form 10-K for
the fiscal year ended December 31, 1997;
The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998;
The Company's Current Reports on Form 8-K dated March 25, 1998, August
11, 1998, October 16, 1998 and October 16, 1998; and
The description of the Company's common stock, par value $.01 per share,
contained under the caption "Description of Parent Capital Stock-Parent
Common Stock;-Parent Rights" in the Joint Proxy Statement/Prospectus
forming a part of the Registration Statement on Form S-4 of the
Registrant (File No. 333-40627), filed with the Securities and Exchange
Commission (the "Commission") on November 20, 1997.
All other reports filed since December 31, 1997 by the Company pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") are also incorporated by reference. All documents filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that
a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the Common Stock offered hereby
will be passed upon for the Company by Leighton E. Moss, Esq., Senior Vice
President, Co-Counsel and Assistant Secretary of the Company. As of the
date of this Registration Statement, Mr. Moss was the beneficial owner of
13,332 shares of Common Stock of the Company. Mr. Moss is eligible for
participation in the Plan.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, inter alia, permits a
corporation generally to indemnify its present and former directors,
officers, employees and agents against expenses and liabilities incurred
by them in connection with any action, suit or proceeding (other than an
action by or in the right of the corporation) to which they are, or are
threatened to be made, a party by reason of their serving in such
positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, they
had no reasonable cause to believe their conduct was unlawful. With
respect to actions or suits by or in the right of the corporation,
however, indemnification is generally limited to attorneys' fees and other
expenses and is not available if such person is adjudged to be liable to
the corporation unless and only to the extent that the court determines
that indemnification is appropriate. Section 145 also authorizes the
corporation to purchase and maintain insurance for such persons. The
statute also expressly provides that the power to indemnify authorized
thereby is not exclusive of any rights granted under any bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.
Section 145 of the Delaware General Corporation Law authorizes and
empowers the Company to indemnify the directors, officers, employees and
agents of the Company against liabilities incurred in connection with, and
related expenses resulting from, any claim, action or suit brought against
any such person as a result of his relationship with the Company, provided
that such person acted in good faith and in a manner such person
reasonably believed to be in, and not opposed to, the best interests of
the Company in connection with the acts or events on which such claim,
action or suit is based. The finding of either civil or criminal
liability on the part of such persons in connection with such acts or
events is not necessarily determinative of the question of whether such
persons have met the required standard of conduct and are, accordingly,
entitled to be indemnified. The foregoing statements are subject to the
detailed provisions of Section 145 of the General Corporation Law of the
State of Delaware.
The Amended and Restated Certificate of Incorporation of the Company
provides that no director of the Company shall be personally liable to the
Company or any of its stockholders for monetary damages for breach of
fiduciary duty by such director to the full extent authorized by law (as
now or hereinafter in effect), except (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to Section 174 of the Delaware
General Corporation Law or (iv) for any transaction from which the
director derived an improper personal benefit. The Amended and Restated
Certificate of Incorporation further provides that the Company shall
indemnify its officers to the full extent permitted by the Delaware
General Corporation Law, as amended from time to time.
Section 6.1 of the Bylaws of the Company provides that the Company shall
indemnify to the fullest extent authorized or permitted by law, any person
made, or threatened to be made, a party to or otherwise involved in any
action or proceeding by reason of the fact that he is or was a director or
officer of the Company, or by reason of the fact that such director or
officer at the request of the Company, is or was serving any other
corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise, in any capacity.
Section 6.2 of the Bylaws of the Company provides that the Company may
maintain insurance on behalf of any person who was an officer, director,
employee or agent of the Company or is serving at the request of the
Company as an officer, directory, employee or agent of another entity,
insuring such person against liability asserted against him in such
capacity, whether or not the Company would have the power to indemnify him
against such liability. Section 6.2 of the Bylaws of the Company also
authorizes the Company to create a trust fund, grant a security interest,
or through other means take steps to assure payment of any indemnity
obligation of the Company.
The Company maintains directors' and officers' liability insurance having
policy limits of $20,000,000 annual aggregate amount (with respect to
claims made during a policy year).
Item 7. Exemption from Registration claimed.
Not applicable.
Item 8. Exhibits.
4.1 - Amended and Restated Certificate of Incorporation. (Filed as
Exhibit 3.1 to the Company's Report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by reference.)
4.2 - Amended and Restated Bylaws. (Filed as Exhibit 3.1 to the
Company's Report on Form 10-K for the year ended December 31,
1997 and incorporated herein by reference.)
5 - Opinion of Leighton E. Moss dated November 23, 1998, as to the
legality of the securities being registered.
15 - Letter regarding unaudited interim financial information.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of Leighton E. Moss (included in Exhibit 5)
24 - Powers of Attorney pursuant to which this Registration Statement
has been signed on behalf of certain directors of the Company.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement
to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act and each filing of the Plan's annual report
pursuant to section 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly caused
this registration statement to be signed on its behalf by the undersigned
in the capacities indicated, thereunto duly authorized, on this November
23, 1998.
R&B FALCON CORPORATION
By /s/Steven A. Webster
----------------------
Steven A. Webster
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities
indicated on November 23, 1998.
Signature Title
/s/Steven A. Webster President and Chief Executive
- ----------------------- Officer and Director
Steven A. Webster (Principal Executive Officer)
Chairman of the Board and
- ----------------------- Director
Paul B. Loyd, Jr.
/s/Robert F. Fulton Executive Vice President
- ----------------------- (Principal Financial Officer
Robert F. Fulton
/s/Tim W. Nagle Executive Vice President
- ----------------------- (Principal Accounting Officer)
Tim W. Nagle
Director
- -----------------------
Purnendu Chatterjee
Arnold L. Chavkin* Director
- -----------------------
Arnold L. Chavkin
Charles A. Donabedian* Director
- -----------------------
Charles A. Donabedian
Douglas A. P. Hamilton* Director
- -----------------------
Douglas A.P. Hamilton
Macko A.E. Laqueur* Director
- -----------------------
Macko A.E. Laqueur
Michael E. Porter* Director
- -----------------------
Michael E. Porter
Robert L. Sandmeyer* Director
- -----------------------
Robert L. Sandmeyer
William R. Ziegler* Director
- -----------------------
William R. Ziegler
*By:/s/Leighton E. Moss
-------------------
Leighton E. Moss
Attorney-in-Fact
EXHIBIT INDEX
Item Exhibits
4.1 - Amended and Restated Certificate of Incorporation. (Filed as
Exhibit 3.1 to the Company's Report on Form 10-K for the year
ended December 31, 1997 and incorporated herein by reference.)
4.2 - Bylaws. (Filed as Exhibit 3.1 to the Company's Report on Form
10-K for the year ended December 31, 1997 and incorporated
herein by reference.)
5 - Opinion of Leighton E. Moss, Senior Vice President and Co-
Counsel.
15 - Letter regarding unaudited interim financial information.
23.1 - Consent of Arthur Andersen LLP.
23.2 - Consent of Leighton E. Moss (included in Exhibit 5)
24 - Powers of Attorney
EXHIBIT 5
November 23,1998
R&B Falcon Corporation
901 Threadneedle
Houston, Texas 77079
Gentlemen:
As Senior Vice President and Co-Counsel of R&B Falcon Corporation, a
Delaware corporation (the "Company"), I have participated in the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, with respect to the offering of
3,200,000 shares of its common stock, par value $.01 per share (the
"Common Stock"), to be sold pursuant to the R&B Falcon Corporation 1998
Employee Long-Term Incentive Plan (the "Plan").
In my capacity as Co-Counsel of the Company, I have examined the Restated
Certificate of Incorporation and Bylaws of the Company, each as amended
and restated to date, and the originals, or copies certified or otherwise
identified, of such corporate records of the Company, certificates of
public officials and of representatives of the Company, statutes and other
instruments and documents as I have deemed relevant and necessary as the
basis for the opinions hereinafter expressed.
Based upon my examination as aforesaid, it is my opinion that:
1. The Company is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware; and
2. 3,200,000 shares of Common Stock reserved for issuance pursuant
to the Plan have been duly authorized and, when sold in
connection with awards granted pursuant to the provisions of the
Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to being named in the Registration Statement,
and the prospectus or prospectuses prepared and delivered in connection
therewith.
Very truly yours,
/s/Leighton E. Moss
Leighton E. Moss
Senior Vice President
and Co-Counsel
EXHIBIT 15
R&B Falcon Corporation:
We are aware that R&B Falcon Corporation has incorporated by
reference in this registration statement on Form S-8 its Form 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30, 1998, which
include our reports dated April 20, 1998, July 28, 1998 and November 4,
1998, respectively, covering the unaudited interim financial information
contained therein. Pursuant to Regulation C of the Securities Act of
1933, those reports are not considered a part of the registration
statement prepared or certified by our Firm or reports prepared or
certified by our Firm within the meaning of Sections 7 and 11 of the Act.
/s/ARTHUR ANDERSEN LLP
Houston, Texas
November 23, 1998
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on Form S-8 of
our report dated March 24, 1998 included in R&B Falcon Corporation's Form
10-K for the year ended December 31, 1997, and to all references to our
Firm in this registration statement.
/s/ARTHUR ANDERSEN LLP
Houston, Texas
November 23, 1998
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of R&B Falcon Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933, one or more Registration Statements on Form S-8,
or other appropriate Form, for 3,200,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Employee Long-Term Incentive Plan, hereby constitute and appoint
Robert F. Fulton, Tim W. Nagle, Leighton E. Moss, and Wayne K. Hillin, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously filed with the SEC) and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
SEC, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney on July 21, 1998.
/s/Arnold A. Chavkin
- ---------------------
Arnold A. Chavkin
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of R&B Falcon Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933, one or more Registration Statements on Form S-8,
or other appropriate Form, for 3,200,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Employee Long-Term Incentive Plan, hereby constitute and appoint
Robert F. Fulton, Tim W. Nagle, Leighton E. Moss, and Wayne K. Hillin, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously filed with the SEC) and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
SEC, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney on July 22, 1998.
/s/Charles A. Donabedian
- ------------------------
Charles A. Donabedian
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of R&B Falcon Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933, one or more Registration Statements on Form S-8,
or other appropriate Form, for 3,200,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Employee Long-Term Incentive Plan, hereby constitute and appoint
Robert F. Fulton, Tim W. Nagle, Leighton E. Moss, and Wayne K. Hillin, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously filed with the SEC) and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
SEC, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney on July 21, 1998.
/s/Douglas A.P. Hamilton
- ------------------------
Douglas A.P. Hamilton
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of R&B Falcon Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933, one or more Registration Statements on Form S-8,
or other appropriate Form, for 3,200,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Employee Long-Term Incentive Plan, hereby constitute and appoint
Robert F. Fulton, Tim W. Nagle, Leighton E. Moss, and Wayne K. Hillin, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously filed with the SEC) and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
SEC, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney on August 7, 1998.
/s/Macko A.E. Laqueur
- ----------------------
Macko A.E. Laqueur
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of R&B Falcon Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933, one or more Registration Statements on Form S-8,
or other appropriate Form, for 3,200,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Employee Long-Term Incentive Plan, hereby constitute and appoint
Robert F. Fulton, Tim W. Nagle, Leighton E. Moss, and Wayne K. Hillin, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously filed with the SEC) and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
SEC, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney on July 22, 1998.
/s/Michael Porter
- --------------------
Michael Porter
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of R&B Falcon Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933, one or more Registration Statements on Form S-8,
or other appropriate Form, for 3,200,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Employee Long-Term Incentive Plan, hereby constitute and appoint
Robert F. Fulton, Tim W. Nagle, Leighton E. Moss, and Wayne K. Hillin, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously filed with the SEC) and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
SEC, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney on July 23, 1998.
/s/Robert L. Sandmeyer
- ----------------------
Robert L. Sandmeyer
Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of R&B Falcon Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933, one or more Registration Statements on Form S-8,
or other appropriate Form, for 3,200,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Employee Long-Term Incentive Plan, hereby constitute and appoint
Robert F. Fulton, Tim W. Nagle, Leighton E. Moss, and Wayne K. Hillin, my
true and lawful attorneys-in-fact and agents, with full power to act,
together or each without the others, for me and in my name, place and
stead, in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously filed with the SEC) and any and all
amendments to the aforementioned Registration Statements and to file said
Registration Statements and amendments thereto so signed with all exhibits
thereto, and any and all other documents in connection therewith, with the
SEC, hereby granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform any and all acts and
things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as I might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any
of them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney on July 20, 1998.
/s/William R. Ziegler
- ---------------------
William R. Ziegler
Director
