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PROSPECTUS SUPPLEMENT #1 FILED PURSUANT TO RULE 424(b)(3)
(TO PROSPECTUS DATED NOVEMBER 19, 1999) REGISTRATION NO. 333-81181
R&B FALCON CORPORATION
10,500,000 SHARES OF COMMON STOCK
300,000 COMMON STOCK WARRANTS
This prospectus supplement and the underlying prospectus dated November
19, 1999 relate to the offer and sale from time to time by certain selling
securityholders of our common stock and common stock purchase warrants and to
the offer and sale from time to time by us of our common stock upon exercise of
the warrants.
This prospectus supplement should be read in conjunction with the
prospectus dated November 19, 1999, which is to be delivered with this
prospectus supplement. The definitions for any capitalized terms used in this
prospectus supplement are included in the prospectus.
You should carefully consider the risk factors commencing on page 3 of
the prospectus before purchasing any of the common stock or warrants offered by
the selling securityholders.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus supplement is September 22, 2000.
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SELLING SECURITYHOLDERS
The information in the table included under the heading "Selling
Securityholders" in the prospectus is supplemented by adding the following:
BENEFICIAL OWNERSHIP BEFORE OFFERING(1)
<TABLE>
<CAPTION>
Shares of Common Stock Warrants
--------------------------------------- -----------------------------------
Issuable upon Offered in Owned Offered
exercise of this prior to in this
Selling Securityholder warrants offering(2) this offering offering
--------------------------------------- ------------------- ------------------- ----------------- -----------------
<S> <C> <C> <C> <C>
CPR (USA) Inc........................ 17,500 17,500 500 500
Franklin Templeton
Group.............................. 682,500 682,500 19,500 19,500
Jersey (IMA) Ltd..................... 31,290 31,290 894 894
LibertyView Fund LLC................. 26,145 26,145 747 747
LibertyView Funds L.P................ 90,580 90,580 2,588 2,588
LibertyView Global
Volatility Fund.................... 60,935 60,935 1,741 1,741
OTATO Limited
Partnership........................ 953,750 953,750 27,250 27,250
PaineWebber
Incorporated....................... 16,450 16,450 470 470
</TABLE>
(1) We have not provided any information regarding the beneficial ownership of
the selling security-holders after the offering because the number of
shares of common stock and warrants would be zero.
(2) Assumes the exercise of all of the warrants.
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