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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): August 19, 2000
R&B FALCON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-13729 76-0544217
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
901 Threadneedle 77027
Houston, Texas (Zip Code)
(address of principal executive offices)
Registrant's telephone number, including area code: (281) 496-5000
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events
R&B Falcon Corporation, a Delaware corporation (the "Company"), has
entered into an Agreement and Plan of Merger dated as of August 19, 2000, by
and among Transocean Sedco Forex Inc., a company organized under the laws of
the Cayman Islands ("Transocean"), Transocean Holdings Inc., a Delaware
corporation and a wholly owned subsidiary of Transocean ("Sub"), TSF Delaware
Inc., a Delaware corporation and a wholly owned subsidiary of Sub ("Merger
Sub"), and the Company (the "Merger Agreement"). The Board of Directors of the
Company has unanimously approved the Merger Agreement.
Under the terms of the Merger Agreement, each share of common stock
of the Company (the "Common Stock") will be converted into the right to
receive 0.5 Transocean ordinary shares. The Company's 13.875% Cumulative
Redeemable Preferred Stock (the "Preferred Stock") will remain outstanding
following the Merger, subject to possible exercise by the Company of its
rights of redemption.
The Merger is conditioned upon, among other things, (i) approval of
the holders of the Common Stock, (ii) approval of the holders of Transocean
ordinary shares, (iii) clearance under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, (iv) other customary regulatory requirements, (v)
the completion of a public offering of common stock by the Company with net
proceeds to the Company of at least $105.0 million and the delivery of a
notice of partial redemption to the holders of the Preferred Stock, such
redemption to be made with the proceeds of such offering, (vi) the rating of
certain debt of the Company as investment grade by Moody's Investors Service,
Inc. and Standard & Poor's Ratings Group and (vii) other customary conditions.
The Merger is expected to close in the first quarter of 2001.
In connection with the Merger Agreement, the Company has amended the
Rights Agreement dated as of December 23, 1997, between the Company and
American Stock Transfer and Trust Company, as Rights Agent (the "Rights
Agreement"). Amendment 1 dated as of August 19, 2000, to the Rights Agreement
(the "Rights Agreement Amendment") exempts Transocean, Sub and Merger Sub and
the execution and delivery of the Merger Agreement and consummation of the
transactions contemplated thereby from certain provisions of the Rights
Agreement.
On August 21, 2000, the Company and Transocean issued a press
release (the "Press Release") regarding the execution of the Merger Agreement.
The foregoing description of the Merger does not purport to be
complete and is qualified in its entirety by reference to the Merger
Agreement, the Rights Agreement Amendment and the Press Release, which are
filed as Exhibits (1), (2) and (3) hereto, respectively, and are incorporated
herein by reference.
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Item 7. Exhibits.
Exhibit No. Description
2.1. Agreement and Plan of Merger dated as of August 19, 2000, by
and among Transocean Sedco Forex Inc., Transocean Holdings
Inc., TSF Delaware Inc. and R&B Falcon Corporation.
4.1. Amendment No. 1 dated as of August 19, 2000, to the Rights
Agreement between R&B Falcon Corporation and American Stock
Transfer and Trust Company, as Rights Agent.
99.1. Press Release dated August 21, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 21, 2000 R&B FALCON CORPORATION
(Registrant)
By: /s/ TIM W. NAGLE
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Name: Tim W. Nagle
Title: Executive President and
Chief Financial Officer
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EXHIBIT INDEX
The following exhibits are filed herewith:
Exhibit No. Description
2.1. Agreement and Plan of Merger dated as of August 19, 2000, by
and among Transocean Sedco Forex Inc., Transocean Holdings
Inc., TSF Delaware Inc. and R&B Falcon Corporation.
4.1. Amendment No. 1 dated as of August 19, 2000, to the Rights
Agreement between R&B Falcon Corporation and American Stock
Transfer and Trust Company, as Rights Agent.
99.1 Press Release dated August 21, 2000.
