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): May 19, 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 4. Change in Registrant's Certifying Accountant.
Effective December 1, 1998, Cliffs Drilling Company ("Cliffs
Drilling") was acquired by R&B Falcon Corporation, a Delaware
corporation (the "Company"), by way of a merger (the "Merger") of
Cliffs Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of the Company, with and into Cliffs Drilling. As a
result of the Merger, Cliffs Drilling is now a wholly-owned
subsidiary of the Company.
Prior to the Merger, Ernst & Young LLP ("Ernst & Young") served
as the principal accountant to audit Cliffs Drilling's financial
statements, and Arthur Andersen LLP ("Arthur Andersen") served as
the principal accountant to audit the financial statements of the
Company and its consolidated subsidiaries. On May 19, 1999, the
Board of Directors of the Company, upon the recommendation of the
Audit Committee, selected Arthur Andersen to audit the books,
records, and accounts of Cliffs Drilling. Accordingly, Arthur
Andersen will serve as the principal accountant to audit Cliffs
Drilling's financial statements, effective as of May 19, 1999.
Arthur Andersen will also continue to serve as the principal
accountant to audit the financial statements of the Company.
The Company's decision to utilize Arthur Andersen as Cliffs
Drilling's principal independent auditor may be deemed to constitute
a dismissal of Ernst & Young within the meaning of Item 304(a) of
Regulation S-K promulgated by the Securities and Exchange Commission
(the "Commission"). The reports of Ernst & Young on Cliffs
Drilling's consolidated financial statements as of December 31, 1997
and 1998 and for each of the years in the three-year period ended
December 31, 1998 did not contain an adverse opinion or a disclaimer
of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles. In connection with the
audits of Cliffs Drilling's financial statements for the fiscal
years ended December 31, 1997 and 1998, and in the subsequent
interim period, there were no disagreements with Ernst & Young on
any matter of accounting principles or practices, financial
statement disclosure, or auditing scope and procedures which, if not
resolved to the satisfaction of Ernst & Young, would have caused
Ernst & Young to make reference to the matter in their report. The
Company has requested Ernst & Young to furnish the Company with a
letter addressed to the Commission stating whether it agrees with
the above statements. A copy of that letter, dated May 19, 1999, is
filed as Exhibit 16.1 hereto.
Item 7. Financial Statements And Exhibits
(c) Exhibits.
16.1 Letter from Ernst & Young LLP
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: May 20, 1999
EXHIBIT 16.1
[LETTERHEAD OF ERNST & YOUNG LLP]
May 19, 1999
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated May 19, 1999 of R&B Falcon
Corporation and are in agreement with the statements contained in
the second through last sentences of the third paragraph therein.
We have no basis to agree or disagree with other statements of the
registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
