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): August 10, 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 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99 - Press Release dated August 10, 1998 - R&B Falcon
Corporation announces letter of intent to merge
with Cliffs Drilling Company.
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/R. F. Fulton
------------------------
R. F. Fulton
Executive Vice President
Dated: August 11, 1998
EXHIBIT 99
R&B Falcon Corporation and Cliffs Drilling Company
Announce Letter of Intent for Merger
Houston, Texas, August 10, 1998..R&B Falcon Corporation ("R&B Falcon")
(NYSE:FLC) and Cliffs Drilling Company ("Cliffs Drilling") (NYSE:CDG)
announced today the signing of a letter of intent for the merger of Cliffs
Drilling with R&B Falcon. In the merger, each share of common stock, par
value $0.01 per share, of Cliffs Drilling will be exchanged for 1.7 shares
of common stock, par value $0.01 per share, of R&B Falcon in what is
contemplated to be tax-free reorganization which will be accounted for as a
purchase. The transaction is subject to, among other things, execution and
delivery of a definitive agreement and certain regulatory, third party and
shareholder approvals. The offering to Cliffs Drilling shareholders will be
made only by means of a prospectus.
Contacts:
R&B Falcon Corporation Charles R. Ofner
(281) 496-5000
Cliffs Drilling Company Edward A. Guthrie
(713) 651-9426
