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): April 15, 1999
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 April 15,
1999 - R&B Falcon announces private placement
of $300 million of Senior Cumulative
Redeemable Preferred Stock.
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/T. W. Nagle
-------------------------
T. W. Nagle
Executive Vice President
Dated: April 19, 1999
EXHIBIT 99
For more information contact: Charles R. Ofner
(281) 496-5000
R&B FALCON CORPORATION ANNOUNCES PRICING OF
$300 MILLION PREFERRED STOCK OFFERING
April 15, 1999, Houston, Texas .. R&B Falcon Corporation
(NYSE:FLC) announced today that it proposes to make a private
placement of $300 million of new Senior Cumulative Redeemable
Preferred Stock. These securities will carry a dividend of 13
7/8% per annum and will be subject to mandatory redemption by the
company on May 1, 2009. For the first five years, the company
will have the option to pay dividends in kind with additional
shares of preferred stock. Purchasers of the new preferred stock
will also receive warrants to acquire, in the aggregate,
10,500,000 shares of the company's common stock at a price of
$9.50 per share prior to May 1, 2009. This transaction is
expected to close April 22, 1999.
The proposed new 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.
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