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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A/A
AMENDMENT NO. 1
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
R&B FALCON CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 76-0544217
(State of incorporation (IRS Employer
or organization) Identification No.)
901 Threadneedle 77027
Houston, Texas (Zip Code)
(address of principal
executive offices)
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- 40627
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
Common Stock, par value $.01 New York Stock Exchange
per share
Series A Junior Participating New York Stock Exchange
Preferred Purchase Rights
Securities to be registered pursuant to Section 12(g) of the Act:
None
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This Amendment No. 1 amends and supplements the following items of
the Form 8-A originally filed on December 19, 1997 by R&B Falcon Corporation,
a Delaware corporation (the "Company"):
Item 1 - Description of Registrant's Securities to be Registered
Item 2 - Exhibits
Item 1. Description of Registrant's Securities to be Registered.
The description of the Registrant's common stock, par value $.01 per
share, and the Series A Junior Participating Preferred Stock Purchase Rights
contained under the caption "Description of Parent Capital Stock--Parent
Common Stock; Parent Rights" in the Joint Proxy Statement/Prospectus forming
part of the Registration Statement on Form S-4 of the Registrant (File No.
333-40627), filed with the Securities and Exchange Commission on November 20,
1997, is incorporated herein by reference.
On August 18, 2000, in connection with the Agreement and Plan of
Merger dated as of August 19, 2000 (the "Merger Agreement") among Transocean
Sedco Forex Inc., a company organized under the laws of the Cayman Islands
("Parent"), Transocean Holdings Inc., a Delaware corporation and wholly owned
subsidiary of Parent ("Sub"), TSF Delaware Inc., a Delaware corporation and
wholly owned subsidiary of Sub ("Merger Sub"), and the Company, the Board of
Directors of the Company unanimously approved the amendment of certain terms
of 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"). The Company and the Rights Agent then executed Amendment No. 1
dated as of August 19, 2000 to the Rights Agreement (the "Rights Agreement
Amendment"). Capitalized terms used herein and not otherwise defined have the
meanings assigned to them in the Rights Agreement.
The Rights Agreement Amendment provides that, notwithstanding
anything to the contrary contained in the Rights Agreement:
(i) none of Parent, Sub, Merger Sub or any of their affiliates or
associates will at any time come within the definition of an
Acquiring Person solely as a result of the execution and delivery of
the Merger Agreement or consummation of the transactions
contemplated thereby;
(ii) none of the execution and delivery of the Merger Agreement or
the consummation of the transactions contemplated thereby will
constitute a "Section 11(a)(ii) Event" or "Section 13 Event"; and
(iii) no Distribution Date will occur as a result of the execution
and delivery of the Merger Agreement or the consummation of the
transactions contemplated thereby.
Finally, the Rights Agreement Amendment provides that,
notwithstanding anything to the contrary contained in the Rights Agreement,
upon effectiveness of the Merger, as defined in the Merger Agreement, all
Rights granted by the Rights Agreement will become null and void, the Rights
Agreement will be terminated and all provisions of the Rights Agreement,
collectively and separately, will be without effect.
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The Rights Agreement Amendment is attached hereto as Exhibit 2,
which is incorporated herein by reference. The foregoing description of the
Rights Agreement Amendment does not purport to be complete and is qualified in
its entirety by reference to that Exhibit.
Item 2. Exhibits.
1. Rights Agreement dated as of December 23, 1997, between R&B Falcon
Corporation and American Stock Transfer and Trust Company, as Rights
Agent.
2. 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.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 21, 2000
R&B FALCON CORPORATION
By: /s/ WAYNE K. HILLIN
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Name: Wayne K. Hillin
Title: Senior Vice President and
General Counsel
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INDEX OF EXHIBITS
Exhibit
Number Description
1. Rights Agreement dated as of December 23, 1997, between
R&B Falcon Corporation and American Stock Transfer and
Trust Company, as Rights Agent (incorporated by reference
to Exhibit 4.2 of Registrant's Annual Report on Form 10-K
for 1997 (SEC file no. 001-13729)).
2. 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.
