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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
R&B FALCON CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 76-0544217
(Jurisdiction of incorporation) (I.R.S. Employer
Identification No.)
901 Threadneedle
Houston, Texas 77079
(Address, including zip code, of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
13.875% Senior Cumulative Redeemable New York Stock Exchange
Preferred Stock, par value $.01
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. |_|
Securities Act Registration Statement file number to which this form
relates: 333-81179
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
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Item 1. Description of Registrant's Securities To Be Registered
The description of the securities to be registered hereby is incorporated
by reference to the description contained in the Registrant's Registration
Statement on Form S-4 filed with the Securities and Exchange Commission on June
24, 1999 (Registration No. 333-81179) (the "Registration Statement").
Item 2. Exhibits
1. Amended and Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 3.1 to the Registrant's Annual Report on Form 10-K for 1997
and incorporated herein by reference).
2. Amended and Restated Bylaws of the Registrant (filed as Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for 1997 and incorporated herein by
reference).
3. Certificate of Designation of the Registrant filed with the Secretary of
State of the State of Delaware on April 22, 1999 (filed as Exhibit 4.3 to the
Registration Statement and incorporated herein by reference).
4. Form of Registrant's 13-7/8% Senior Cumulative Redeemable Preferred
Stock Certificate (filed as Exhibit 4 to the Registrant's Quarterly Report on
Form 10-Q for the third quarter of 1999 and incorporated herein by reference).
5. Form of Indenture between the Registrant, as Issuer, and U.S. Trust
Company, N.A., as Trustee, with respect to the Registrant's 13 7/8% Senior
Subordinated Debentures due 2009 (filed as Exhibit 4.1 to the Registration
Statement and incorporated herein by reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
R&B FALCON CORPORATION,
by
/s/ Wayne K. Hillin
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Date: October 11, 2000 Name: Wayne K. Hillin
Title: Senior Vice President and
General Counsel
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INDEX OF EXHIBITS
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Page Number
in
Sequentially
Exhibit Numbered
Number Title Statement
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1. Amended and Restated Certificate of (incorporated by reference to
Incorporation of the Registrant Exhibit 3.1 to the registrant's
annual report on Form 10-K for
1997)
2. Amended and Restated Bylaws of the (incorporated by reference to
Registrant Exhibit 3.2 to the registrant's
annual report on Form 10-K for
1997)
3. Certificate of Designation of the (incorporated by reference to
Registrant filed with the Secretary of Exhibit 4.3 to the registrant's
State of the State of Delaware on April Registration Statement No. 333-
22, 1999 81179 on Form S-4 dated June
21, 1999)
4. Form of Registrant's 13-7/8% Senior (incorporated by reference to
Cumulative Redeemable Preferred Exhibit 4 to the registrant's
Stock Certificate quarterly report on Form 10-Q
for the third quarter of 1999)
5. Form of Indenture between R&B Falcon (incorporated by reference to
Corporation, as Issuer, and U.S. Trust Exhibit 4.1 to the registrant's
Company, N.A., as Trustee, with respect Registration Statement No. 333-
to 13 7/8% Senior Subordinated 81179 on Form S-4 dated June
Debentures due 2009 21, 1999)
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