Registration No. 333-
============================================================================
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)
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 Acquisition Option Plan
(Full title of the plan)
---------------------
Wayne K. Hillin
R&B Falcon Corporation
901 Threadneedle
Houston, Texas 77079
(Name and 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) | 1,000,000 shares | $9.125 | $9,125,000 | $2,537
===========================================================================
(1) Shares being registered will be issued pursuant to the exercise of
options having an exercise price of $9.125 per share.
===========================================================================
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 Acquisition Option Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by R&B Falcon Corporation (the
"Company") with the Securities and Exchange Commission are incorporated by
reference in this registration statement:
Annual Report on Form 10-K for the fiscal year ended December 31, 1998;
Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
Form 8-K/A, dated December 1, 1998 (filed January 20, 1999);
Current Reports on Form 8-K dated March 16, 1999; April 15, 1999 (filed
April 19, 1999); April 21, 1999; May 19, 1999 (filed May 20, 1999); and
May 19, 1999 (filed May 21, 1999); 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, 1998 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 did not own any shares of
Common Stock of the Company, but held options to acquire 252,497 shares of
stock of the Company. Mr. Moss is not 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.
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.)
4.3 - Certificate of Designation of R&B Falcon Corporation filed with
the Secretary of State of the State of Delaware on April 22,
1999 (Filed as Exhibit 4.3 to the Registrant's Registration
Statement No. 333-81179 on Form S-4 and incorporated herein by
reference.
5 - Opinion of Leighton E. Moss dated June 21, 1999, 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 Ernst & Young LLP
23.3 - 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 June 21,
1999.
R&B FALCON CORPORATION
By /s/ Paul B. Loyd, Jr.
---------------------------
Paul B. Loyd, Jr.
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 June 21, 1999.
Signature Title
- --------- -----
/s/ Paul B. Loyd, Jr. Chief Executive Officer,
- ------------------------- Chairman of the Board, and Director
Paul B. Loyd, Jr. (Principal Executive
Officer)
/s/ Tim W. Nagle Executive Vice President
- ------------------------- (Principal Financial and Accounting
Tim W. Nagle Officer)
- ------------------------- 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
Douglas E. Swanson* Director
- -------------------------
Douglas E. Swanson
William R. Ziegler* Director
- -------------------------
William R. Ziegler
Steven A. Webster* Director
- -------------------------
Steven A. Webster
*By: /s/ Leighton E. Moss
-------------------------
Leighton E. Moss
Attorney-in-Fact
EXHIBIT INDEX
Sequentially
Numbered
Item Exhibits Page
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.) (1)
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.) (1)
4.3 - Certificate of Designation of R&B Falcon Corporation
filed with the Secretary of State of the State of
Delaware on April 22, 1999 (Filed as Exhibit 4.3 to
the Registrant's Registration Statement No. 333-81179
on Form S-4 and incorporated herein by reference.) (1)
5 - Opinion of Leighton E. Moss 9
15 - Letter regarding unaudited interim financial information 10
23.1 - Consent of Arthur Andersen LLP 11
23.2 - Consent of Ernst & Young LLP 12
23.3 - Consent of Leighton E. Moss (included in Exhibit 5) -
24 - Powers of Attorney 13
- ---------------------------
(1) Incorporated by reference.
EXHIBIT 5
June 21, 1999
R&B Falcon Corporation
901 Threadneedle
Houston, Texas 77079
Gentlemen:
As Senior Vice President of R&B Falcon Corporation, a Delaware corporation
(the "Company"), I have acted as counsel to the Company 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 1,000,000 shares
of its common stock, par value $.01 per share (the "Common Stock"), to be
sold pursuant to the R&B Falcon Corporation 1998 Acquisition Option Plan
(the "Plan").
In connection with rendering their opinion, I have examined such documents
and certificates as I have deemed relevant and necessary as the basis for
the opinion hereinafter expressed.
Based upon my examination as aforesaid, it is my opinion that the 1,000,000
shares of Common Stock to be issued pursuant to the Plan have been duly
authorized for issuance 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(es) prepared and delivered in connection therewith.
Very truly yours,
/s/Leighton E. Moss
- -------------------------
Leighton E. Moss
EXHIBIT 15
LETTER REGARDING UNAUDITED FINANCIAL INFORMATION
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 quarter
ended March 31, 1999, which includes our report dated April 28, 1999
covering the unaudited interim financial information contained therein.
Pursuant to Regulation C of the Securities Act of 1933, that report is not
considered a part of the registration statement prepared or certified
by our Firm or a report prepared or certified by our Firm within the
meaning of Sections 7 and 11 of the Act.
/s/ARTHUR ANDERSEN LLP
Houston, Texas
June 18, 1999
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 ofour report dated
March 26, 1999 included in R&B Falcon Corporation's Form 10-K for the year
ended December 31, 1998, and to all references to our Firm in this
registration statement.
/s/ARTHUR ANDERSEN LLP
Houston, Texas
June 18, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) of R&B Falcon Corporation for the registration of 1.0 million
shares of Common Stock for the 1998 Acquisition Option Plan, of our report
dated February 13, 1998, with respect to the consolidated financial
statements of Cliffs Drilling Company included in its Annual Report (Form
10-K) for the year ended December 31, 1997 and incorporated by reference
in the R&B Falcon Corporation Current Report on Form 8-K/A Amendment No.
1 dated January 20, 1999, both filed with the Securities and Exchange
Commission.
/s/ERNST & YOUNG LLP
Houston, Texas
June 18, 1999
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 1,000,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Acquisition Option Plan, hereby constitute and appoint 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 June 21, 1999.
/s/ Arnold L. Chavkin
- -------------------------
Arnold L. 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 1,000,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Acquisition Option Plan, hereby constitute and appoint 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 June 14, 1999.
/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 1,000,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Acquisition Option Plan, hereby constitute and appoint 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 June 15, 1999.
/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 1,000,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Acquisition Option Plan, hereby constitute and appoint 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 June 15, 1999.
/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 1,000,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Acquisition Option Plan, hereby constitute and appoint 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 June 21, 1999.
/s/ Michael E. Porter
- -------------------------
Michael E. 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 1,000,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Acquisition Option Plan, hereby constitute and appoint 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 June 21, 1999.
/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 1,000,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Acquisition Option Plan, hereby constitute and appoint 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 June 21, 1999.
/s/ Douglas E. Swanson
- -------------------------
Douglas E. Swanson
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 1,000,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Acquisition Option Plan, hereby constitute and appoint 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 June 16, 1999.
/s/ Steven A. Webster
- -------------------------
Steven A. Webster
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 1,000,000 shares of common stock of the
Corporation or other interests issuable under the R&B Falcon Corporation
1998 Acquisition Option Plan, hereby constitute and appoint 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 June 21, 1999.
/s/ William R. Ziegler
- -------------------------
William R. Ziegler
Director
