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): March 23, 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 March 23, 1998 - R&B Falcon
Corporation announces unregistered $1 billion
debt offering.
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: March 25, 1998
EXHIBIT 99
R&B FALCON CORPORATION ANNOUNCES UNREGISTERED
$1 BILLION DEBT OFFERING
Houston, Texas - March 23, 1998 - R&B Falcon Corporation (NYSE:FLC)
announced today that it proposes to make a private placement of an
aggregate of $1 billion of new debt securities. These securities will be
unsecured senior notes of R&B Falcon in different series having various
principal amounts and maturities to be determined. The purpose of the
offering is to raise funds to pay the tender offer consideration for the
recently announced tender offer by the Company's subsidiary, Falcon
Drilling Company, Inc., for its $280 million aggregate outstanding public
debt, to repay existing bank debt and other indebtedness of the Company's
subsidiaries, and for planned capital expenditures, working capital and
general corporate purposes. The Company anticipates that the closing of
the offering will occur in mid to late April, 1998.
The proposed new debt securities will not be registered under the
Securities Act of 1933, as amended, or any state securities laws and may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements. This press release
shall not constitute an offer to sell or a solicitation of an offer to buy
nor shall there be any sale of these securities in any state in which such
offer, solicitation or sale would be unlawful.
This press release includes forward-looking statements regarding the
present intentions and expectations of management of the Company. Certain
factors beyond the Company's control could cause the Company's results to
differ materially from those in these forward-looking statements. These
factors include general market conditions and prevailing interest rates,
industry conditions in the oil and gas industry generally and in the
offshore contract drilling industry, operational risks inherent in the
Company's business, and government regulation and environmental matters.
