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EXHIBIT (a)(1)(e)
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF
13 7/8% SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK
OF
R&B FALCON CORPORATION
AT
$1,300.00 NET PER SHARE
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
WEDNESDAY, NOVEMBER 29, 2000, UNLESS THE OFFER IS EXTENDED (THE "EXPIRATION
DATE").
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October 27, 2000
To Our Clients:
Enclosed for your consideration is an Offer to Purchase dated October 27,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") relating to the Offer by R&B Falcon Corporation, a Delaware corporation
(the "Purchaser"), to purchase for cash all of its outstanding shares of 13 7/8%
Senior Cumulative Redeemable Preferred Stock, par value $0.01 per share (the
"Shares") at a price of $1,300.00 per Share, net to the seller in cash, without
interest, upon the terms and conditions set forth in the Offer.
WE ARE THE HOLDER OF RECORD OF SHARES HELD BY US FOR YOUR ACCOUNT. A TENDER OF
SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER OF RECORD AND PURSUANT TO YOUR
INSTRUCTIONS. THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR YOUR INFORMATION
ONLY AND CANNOT BE USED TO TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
Accordingly, we request your instructions as to whether you wish to tender
any of or all of the Shares held by us for your account upon the terms and
subject to the conditions set forth in the Offer.
Your attention is directed to the following:
1. The offer price is $1,300.00 per Share, net to you in cash, without
interest thereon, upon the terms and subject to the conditions set forth in
the Offer.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has unanimously approved the
Offer and determined that the terms of the Offer are fair to the Company's
holders of the Shares. The Board of Directors has recommended acceptance of
the Offer to the holders of the Shares.
4. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes on the purchase of Shares by
the Purchaser pursuant to the Offer.
5. The Offer and withdrawal rights will expire at 5:00 p.m., New York
City time, on Wednesday, November 29, 2000, unless the Offer is extended.
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6. The Offer is not contingent upon any minimum number of Shares being
tendered, but is conditioned on several other factors, as described in the
Offer to Purchase under the caption "The Offer -- 5. Certain Conditions of
the Offer."
Your instructions to us should be forwarded promptly to permit us to submit
a tender on your behalf prior to the expiration of the Offer. If you wish to
have us tender any or all of the Shares held by us for your account, please so
instruct us by completing, executing and returning to us the instruction form
set forth below. An envelope to return your instructions to us is enclosed. If
you authorize the tender of your Shares, all such Shares will be tendered unless
otherwise specified below.
The Offer is not being made to (nor will tenders be accepted from or on
behalf of) the holders of Shares residing in any jurisdiction in which the
making or acceptance of the Offer would not be in compliance with the
securities, blue sky or other laws of that jurisdiction.
In any jurisdiction where the securities, blue sky or other laws require
the Offer to be made by a licensed broker or dealer, the Offer will be deemed to
be made on behalf of the Purchaser by one or more registered brokers or dealers
that are licensed under the laws of that jurisdiction.
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INSTRUCTION WITH RESPECT TO THE OFFER TO PURCHASE
FOR CASH ALL OUTSTANDING SHARES OF
13 7/8% SENIOR CUMULATIVE REDEEMABLE PREFERRED STOCK
OF
R&B FALCON CORPORATION
The undersigned acknowledge(s) receipt of your letter, the enclosed Offer
to Purchase dated October 27, 2000, and the related Letter of Transmittal, in
connection with the offer by R&B Falcon Corporation, a Delaware corporation, to
purchase all of the outstanding shares of its 13 7/8% Senior Cumulative
Redeemable Preferred Stock, par value $0.01 per share.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or if no number is indicated below, all Shares) that are held
by you for the account of the undersigned, upon the terms and subject to the
conditions set forth in the Offer to Purchase and related Letter of Transmittal.
I (we) understand that if I (we) sign this instruction form without
indicating a lesser number of Shares in the space above, all Shares held by you
for my (our) account will be tendered.
<TABLE>
<S> <C>
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Number of Shares to be Tendered:*
SIGN HERE
------------------- Shares -----------------------------------------------------
---------------------------------- -----------------------------------------------------
SIGNATURE(S)
Account Number: ------------------------------ -----------------------------------------------------
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PLEASE PRINT NAME(S) AND ADDRESS(ES) HERE
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Dated: , 2000 AREA CODE AND TELEPHONE NUMBER(S)
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TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER
</TABLE>
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* Unless otherwise indicated, it will be assumed that all of your Shares held by
us for your account are to be tendered in the Offer.
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