<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 17, 1999
REGISTRATION NO. 333-58203
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------
TRANSOCEAN OFFSHORE INC.
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS N/A
(State or other jurisdiction of 4 GREENWAY PLAZA (I.R.S. Employer
incorporation or organization) HOUSTON, TEXAS 77046 Identification No.)
(713) 871-7500
(Address of Principal Executive Offices)
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EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
- --------------------------------------------------------------------------------
NICOLAS J. EVANOFF
TRANSOCEAN OFFSHORE INC.
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Name and address of agent for service)
(713) 871-7500
(Telephone number, including area code,
of agent for service)
This Post-Effective Amendment is being filed pursuant to Rule 414
under the Securities Act of 1933, as amended (the "Securities Act"), by
Transocean Offshore Inc., a Cayman Islands exempted company limited by shares
("Transocean-Cayman" or the "Company"), as successor to Transocean Offshore
Inc., a Delaware corporation ("Transocean-Delaware"), and Transocean Offshore
(Texas) Inc., a Texas corporation ("Transocean-Texas"). Transocean-Cayman
hereby expressly adopts the Registration Statement on Form S-8 (File No.
333-58203) as its own Registration Statement for all purposes of the Securities
Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- --------------------------------------------------------------------------------
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the employee benefit plan information
required by Item 1 of Form S-8 and the statement of availability of registrant
information and any other information required by Item 2 of Form S-8 will be
sent or given to participants as specified by Rule 428 under the Securities Act
of 1933, as amended (the "Securities Act"). In accordance with Rule 428 and the
requirements of Part I of Form S-8, such documents are not being filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424 under the Securities Act. The registrant will maintain a file of such
documents in accordance with the provisions of Rule 428. Upon request, the
registrant will furnish to the Commission or its staff a copy of any or all of
the documents included in such file.
-2-
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which Transocean-Delaware and
Transocean-Cayman have filed with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated in this
Post-Effective Amendment by reference and shall be deemed to be a part hereof:
1. Transocean-Delaware's Annual Report on Form 10-K for the fiscal
year ended December 31, 1998;
2. Transocean-Delaware's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999;
3. The Current Report on Form 8-K dated March 15, 1999 of
Transocean-Delaware and the Current Report on Form 8-K dated May
14, 1999 of Transocean-Cayman; and
4. The description of the Company's ordinary shares, par value US$.01
per share, contained in Transocean-Cayman's Current Report on Form
8-K dated May 14, 1999.
All documents filed by Transocean-Cayman or Transocean-Texas with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
subsequent to the date of this Post-Effective Amendment and prior to the filing
of any further post-effective amendment to this Registration Statement which
indicates that all securities offered hereby have been sold, or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated in this Post-Effective Amendment by reference and to be a part
hereof from the date of filing of such documents.
Any statement contained in this Post-Effective Amendment, in any
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Post-Effective
Amendment to the extent that a statement contained herein or in any
subsequently-filed supplement to this Post-Effective Amendment or in any
document that also is incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Post-Effective Amendment.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
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<PAGE> 4
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 34.1 of Transocean-Cayman's Articles of Association provides
that:
No Transocean-Cayman directors will be personally liable to
Transocean-Cayman or, if any, its members for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for
any breach of the director's duty of loyalty to Transocean-Cayman or,
if any, to its members, (ii) for acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law
or (iii) for any transaction from which the director derived an
improper personal benefit.
Transocean-Cayman will indemnify, to the fullest extent permitted by
the laws of the Cayman Islands as from time to time in effect, if any,
any person who was or is a party or is threatened to be made a party
to, or otherwise requires representation by counsel in connection
with, any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (whether or
not an action by or in the right of Transocean-Cayman) by reason of
the fact that he is or was a director or officer of Transocean-Cayman,
or, while serving as a director or officer of Transocean-Cayman, is or
was serving at the request of Transocean-Cayman, as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or by reason of any action alleged
to have been taken or omitted in such capacity. The right to
indemnification conferred by Section 34.1 also includes the right of
such persons to be paid in advance by Transocean-Cayman for their
expenses to the fullest extent permitted by the laws of the Cayman
Islands as from time to time in effect.
Unless otherwise determined by the Transocean-Cayman board of
directors, Transocean-Cayman will indemnify to the fullest extent
permitted by the laws of the Cayman Islands as from time to time in
effect, if any, any person who was or is a party or is threatened to
be made a party to, or otherwise requires representation by counsel in
connection with, any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(whether or not an action by or in the right of Transocean-Cayman), by
reason of the fact that he is or was an employee (other than an
officer) or agent of Transocean-Cayman as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, or by reason of any action alleged to have
been taken or omitted in such capacity.
The rights and authority conferred by Section 34.1 are not exclusive
of any other right that any person has or hereafter acquires under any
law, provision of Transocean-Cayman's Articles of Association or
Memorandum of Association, agreement, vote of members of
Transocean-Cayman or of the board of directors of Transocean-Cayman or
otherwise.
Transocean-Cayman also has directors and officers liability insurance
that would indemnify its directors and officers against damages arising out of
certain kinds of claims that might be made against them based on their
negligent acts or omissions while acting in their capacity as such.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
II-2
<PAGE> 5
ITEM 8. EXHIBITS
The following documents are filed as a part of this registration
statement or incorporated by reference herein:
<TABLE>
<CAPTION>
Exhibit
No. Description
------- -----------
<S> <C>
* 4.1 Memorandum of Association of Transocean-Cayman (incorporated by reference to Annex B to
the proxy statement/prospectus included in Transocean-Texas' Registration Statement on
Form S-4 (Registration No. 333-75899) dated April 8, 1999)
* 4.2 Articles of Association of Transocean-Cayman (incorporated by reference to Annex C to the
proxy statement/prospectus included in Transocean-Texas' Registration Statement on Form
S-4 (Registration No. 333-75899) dated April 8, 1999)
* 4.3 Transocean Offshore Inc. Employee Stock Purchase Plan (incorporated by reference to
Exhibit 4.5 to Transocean-Delaware's Form S-8 Registration No. 333-58203 filed June 30,
1998)
4.4 Amendment No. 1 to Transocean Offshore Inc. Employee Stock Purchase Plan dated May 14,
1999
5.1 Opinion of W.S. Walker & Company, regarding the legality of securities to be issued by
Transocean Offshore Inc., a Cayman Islands exempted company
23.1 Consent of Ernst & Young LLP
23.2 Consent of W.S. Walker & Company (included in Exhibit 5.1)
24 Powers of Attorney
</TABLE>
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* Incorporated herein by reference as indicated.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to such
information in this Registration Statement;
II-3
<PAGE> 6
provided, however, that the undertakings set forth in
paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference
in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and controlling persons
of the registrant pursuant to the provisions described under Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer, or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-4
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 17, 1999.
TRANSOCEAN OFFSHORE INC.
By: /s/ Robert L. Long
-------------------------------------
Robert L. Long
Senior Vice President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed on May 17, 1999 by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ J. Michael Talbert Chairman of the Board and Chief Executive Officer
- ----------------------------------- (Principal Executive Officer)
J. Michael Talbert
/s/ Robert L. Long Senior Vice President, Treasurer and Chief Financial
- ----------------------------------- Officer (Principal Financial Officer)
Robert L. Long
/s/ Barbara S. Koucouthakis Vice President and Controller (Principal Accounting
- ----------------------------------- Officer)
Barbara S. Koucouthakis
* Director, President and Chief Operating Officer
- -----------------------------------
W. Dennis Heagney
* Director
- -----------------------------------
Richard D. Kinder
* Director
- -----------------------------------
Ronald L. Kuehn, Jr.
* Director
- -----------------------------------
Robert J. Lanigan
* Director
- -----------------------------------
Fridtjof Lorentzen
* Director
- -----------------------------------
Max L. Lukens
* Director
- -----------------------------------
Martin B. McNamara
* Director
- -----------------------------------
Kristian Siem
* By: /s/ Nicolas J. Evanoff
-----------------------------
Nicolas J. Evanoff
Attorney in Fact
</TABLE>
II-5
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
No. Description
----- -----------
<S> <C>
* 4.1 Memorandum of Association of Transocean-Cayman (incorporated by reference
to Annex B to the proxy statement/prospectus included in
Transocean-Texas' Registration Statement on Form S-4 (Registration No.
333-75899) dated April 8, 1999)
* 4.2 Articles of Association of Transocean-Cayman (incorporated by reference
to Annex C to the proxy statement/prospectus included in Transocean-
Texas' Registration Statement on Form S-4 (Registration No. 333-75899)
dated April 8, 1999)
* 4.3 Transocean Offshore Inc. Employee Stock Purchase Plan (incorporated by
reference to Exhibit 4.5 to Transocean-Delaware's Form S-8 Registration
No. 333-58203 filed June 30, 1998)
4.4 Amendment No. 1 to Transocean Offshore Inc. Employee Stock Purchase Plan
dated May 14, 1999
5.1 Opinion of W.S. Walker & Company, regarding the legality of securities to
be issued by Transocean Offshore Inc., a Cayman Islands exempted company
23.1 Consent of Ernst & Young LLP
23.2 Consent of W.S. Walker & Company (included in Exhibit 5.1)
24 Powers of Attorney
</TABLE>
- ---------------------
* Incorporated herein by reference as indicated.
II-6
<PAGE> 1
Amendment Number 1 dated May 14, 1999 to the
TRANSOCEAN OFFSHORE INC. EMPLOYEE STOCK PURCHASE PLAN
WHEREAS, Transocean Offshore Inc., a Delaware corporation
("Transocean-Delaware"), established the Transocean Offshore Inc. Employee Stock
Purchase Plan (the "Plan"), and reserved the right of its Board of Directors
under Section 19 thereof to amend the Plan; and
WHEREAS, Transocean-Delaware entered into an Agreement and Plan of
Merger and Conversion dated as of March 12, 1999 with Transocean Offshore
(Texas) Inc. (the "Agreement"); and
WHEREAS the Agreement provides for the merger of Transocean-Delaware
with and into Transocean Offshore (Texas) Inc. (the "Merger"), and the
subsequent conversion under the Texas Business Corporation Act (the
"Conversion") of Transocean Offshore (Texas) Inc. into Transocean Offshore Inc.,
a Cayman Islands exempted company limited by shares (the "Company"), (the Merger
and Conversion collectively being the "Reorganization"); and
WHEREAS the Agreement provides in its Article V that the Stock Option
Plans (as defined therein) of Transocean-Delaware shall be assumed by Transocean
Offshore (Texas) Inc. immediately after the Merger Effective Time (as defined
therein) (Section 5.1) and that the Stock Option Plans of Transocean Offshore
(Texas) Inc. shall continue as plans and agreements of the Company immediately
after the Conversion Effective Time (as defined therein) (Section 5.2); and
WHEREAS the Plan is a Stock Option Plan as defined in the Agreement and
therefore was assumed by Transocean Offshore (Texas) Inc. at the Merger
Effective Time and has continued as a plan and agreement of the Company since
the Conversion Effective Time;
NOW, THEREFORE, the Company does hereby continue the sponsorship of the
Plan and does hereby amend the Plan, effective May 14, 1999, from and after the
Conversion Effective Time, to provide for the Reorganization and to provide for
certain other changes as follows:
1. All references in the Plan to "Common Stock" or "shares of Common
Stock" are amended to read "Ordinary Shares," and all references to
"Stock" are amended to substitute the word "Share" for the word
"Stock".
2. Section 1 of the Plan is deleted in its entirety and the following
is substituted in its place:
1. PURPOSE
The Transocean Offshore Inc. Employee Stock Purchase Plan (the
"Plan") is designed to encourage and assist all employees of Transocean
Offshore Inc., a Cayman Islands exempted company limited by shares
("Transocean") and Subsidiaries (as defined in Section 4) (hereinafter
collectively referred to as the "Company"), where permitted by
applicable laws and regulations, to acquire an equity interest in
Transocean through the purchase of ordinary shares, par value US$.01
per share, of Transocean ("Ordinary Shares"). It is intended that
<PAGE> 2
this Plan shall constitute an "employee stock purchase plan" within the
meaning of Section 423 of the Internal Revenue Code of 1986, as amended
(the "Code").
3. Section 3 of the Plan is deleted in its entirety and the following
is substituted in its place:
3. NATURE AND NUMBER OF SHARES
The Ordinary Shares subject to issuance under the terms of the Plan
shall be shares of Transocean's authorized but unissued Ordinary
Shares, previously issued Ordinary Shares reacquired and held by
Transocean or Ordinary Shares purchased on the open market. The
aggregate number of Ordinary Shares which may be issued under the Plan
shall not exceed two hundred fifty thousand (250,000) Ordinary Shares.
All Ordinary Shares purchased under the Plan, regardless of source,
shall be counted against the two hundred fifty thousand (250,000)
Ordinary Share limitation.
In the event of any scheme of arrangement, reorganization, share
split, reverse share split, share dividend, combination of shares,
merger, consolidation, offering of rights or other similar change in
the capital structure of Transocean, the Committee may make such
adjustment, if any, as it deems appropriate in the number, kind and
purchase price of the Ordinary Shares available for purchase under the
plan and in the maximum number of Ordinary Shares which may be issued
under the Plan, subject to the approval of the Board and in accordance
with Section 19.
TRANSOCEAN OFFSHORE INC., a Cayman
Islands exempted company limited by shares
/s/ Eric B. Brown
------------------------------------------
Eric B. Brown
Secretary
- 2 -
<PAGE> 1
[W.S. WALKER & COMPANY LETTERHEAD]
TRANSOCEAN OFFSHORE INC.
(A CAYMAN ISLANDS EXEMPTED COMPANY)
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
UNITED STATES OF AMERICA
17 May 1999
Gentlemen,
VALIDITY OF ISSUE OF ORDINARY SHARES OF TRANSOCEAN OFFSHORE INC., A CAYMAN
ISLANDS EXEMPTED COMPANY.
We have acted as special Cayman Islands counsel to Transocean Offshore Inc., a
Delaware corporation ("TRANSOCEAN-DELAWARE"), and its wholly owned Texas
subsidiary, Transocean Offshore (Texas) Inc., ("TRANSOCEAN-TEXAS"), in
connection with a proposed reorganization pursuant to which Transocean-Delaware
will merge into Transocean-Texas, with Transocean-Texas surviving and changing
its name to Transocean Offshore Inc. Promptly after the merger,
Transocean-Texas will convert into and continue as a Cayman Islands exempted
company ("TRANSOCEAN-CAYMAN") pursuant to a conversion and continuation
procedure under Texas and Cayman Islands law (the merger, conversion and
continuation, collectively, the "REORGANIZATION"). The Reorganization is to be
effected pursuant to the terms and provisions of that certain Agreement and
Plan of Merger and Conversion dated March 12, 1999 between Transocean-Delaware
and Transocean-Texas (the "REORGANIZATION AGREEMENT") which is described in the
proxy statement/prospectus (the "PROXY STATEMENT/PROSPECTUS") and filed as part
of that certain Registration Statement on Form S-4 filed by Transocean-Texas
with the United States Securities and Exchange Commission (the "SEC") on April
8, 1999 (the "REGISTRATION STATEMENT").
Pursuant to the Reorganization Agreement and as described in the Proxy
Statement/Prospectus, each share of common stock, par value US$.01 per share,
of Transocean-Delaware (the "TRANSOCEAN-DELAWARE SHARES") will become an
ordinary share of a par or nominal value of US$.01 per share of
Transocean-Cayman (the "TRANSOCEAN-CAYMAN SHARES") upon completion of the
Reorganization. In addition, Transocean-Delaware's Stock Option Plans (as
defined in the Reorganization Agreement) will be amended to provide (i) that
Transocean-Cayman Shares will be issued upon exercise of any
<PAGE> 2
options issued under the Stock Option Plans and (ii) for the other appropriate
substitution of Transocean-Cayman for Transocean-Delaware in the Stock Option
Plans.
We have been asked to provide this legal opinion to you in connection with the
filing of post-effective amendments (collectively, the "POST-EFFECTIVE
AMENDMENTS") to the following Registration Statements filed by
Transocean-Cayman pursuant to the Securities Act of 1933, as amended:
1. Form S-8 (Employee Stock Purchase Plan) (file no. 333-58203);
2. Form S-8 (Long Term Incentive Plan) (file no. 333-58211);
3. Form S-8 (Transocean Offshore Savings Plan) (file no. 33-66036);
4. Form S-8 (Long Term Incentive Plan) (file no. 333-12475); and
5. Form S-8 (Long Term Incentive Plan) (file no. 33-64776);
relating to Transocean-Cayman Shares (the "SHARES") to be issued pursuant to
the above-referenced plans to which the Post-Effective Amendments relate (the
"PLANS").
For the purposes of giving this opinion, we have examined the documents listed
in Schedule 1.
In giving this opinion we have relied upon the assumptions set out in Schedule
2 hereto, which we have not independently verified.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof.
Based upon the foregoing examinations and assumptions and upon such searches as
we have conducted and having regard to legal considerations which we deem
relevant, we are of the opinion that under the laws of the Cayman Islands:
When issued and sold pursuant to the provisions of the Plans for the
consideration fixed pursuant thereto, the Shares will be recognized as
having been duly authorised, and validly issued, fully paid and
non-assessable.
This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.
This opinion is given solely for your benefit and may not be relied upon by any
other person without our prior written consent. This opinion is governed by and
shall be construed in accordance with the laws of the Cayman Islands.
We hereby consent to the filing of this opinion as an exhibit to the
Post-Effective Amendments. In giving this consent we do not admit that we are
in the category of persons
- 2 -
<PAGE> 3
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the rules and regulations of the SEC thereunder.
Yours faithfully,
W. S. WALKER & COMPANY
- 3 -
<PAGE> 4
SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
1. The Memorandum and Articles of Association of Transocean-Cayman in the
form to become effective upon registration of Transocean-Cayman by way
of continuation in the Cayman Islands.
2. The Resolutions adopted by the Board of Directors of Transocean-Texas
dated April 8, 1999.
3. The Resolutions adopted by the shareholder of Transocean-Texas dated
April 8, 1999.
4. The proxy statement/prospectus contained in the Registration Statement
filed with the United States Securities and Exchange Commission on
April 8, 1999.
5. Such other documents as we have considered necessary for the purposes
of rendering this opinion.
The documents at paragraphs 2 and 3 above are referred to in this opinion as the
"Resolutions"
<PAGE> 5
SCHEDULE 2
ASSUMPTIONS
The opinions hereinbefore given are based upon the following assumptions
insofar as each such assumption may relate to the opinions given:
1. At the time Transocean-Cayman is registered in the Cayman Islands by
way of continuation pursuant to the Companies Law (1998 Revision), all
the shares of Transocean-Texas then in issue were duly authorized and
validly issued, fully paid and non-assessable.
2. All original documents are authentic, that all signatures and seals
are genuine, that all documents purporting to be sealed have been so
sealed and that all copies conform to their originals.
3. The Minute Book of Transocean-Texas supplied to us on April 8, 1999 by
Transocean-Texas contain a complete record of the business transacted
by it.
4. The corporate records of Transocean-Texas supplied to us on April 8,
1999 by Transocean-Texas constitute its complete corporate records and
that all matters required by law to be recorded therein are so
recorded.
5. The Resolutions were duly adopted in accordance with the laws of the
State of Texas and the constituent documents of Transocean-Texas.
6. From the date of the Resolutions to the date the Certificate of
Registration by way of Continuation is issued by the Registrar of
Companies in the Cayman Islands in respect of Transocean-Cayman no
corporate or other action is taken by Transocean-Texas to amend, alter
or repeal the Resolutions and no corporate or other action is taken by
Transocean-Texas in connection with the Reorganization except as
contemplated by the Registration Statement.
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Post-Effective Amendment
No. 1 to the Registration Statement (Form S-8, No. 333-58203) of Transocean
Offshore Inc., a Cayman Islands exempted company, of our report dated January
26, 1999, with respect to the consolidated financial statements of Transocean
Offshore Inc., a Delaware corporation, included in its Annual Report (Form
10-K) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
May 12, 1999
<PAGE> 1
TRANSOCEAN OFFSHORE INC.
Power of Attorney
WHEREAS, TRANSOCEAN OFFSHORE INC., a Cayman Islands exempted company
limited by shares (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and as contemplated by Rule 414 thereunder,
post-effective amendments to the following Registration Statements:
o Form S-8 (Employee Stock Purchase Plan) (Registration No. 333-58203);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-58211);
o Form S-8 (Sonat Offshore Drilling Savings Plan) (Registration No.
33-66036);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-12475);
o Form S-8 (Long Term Incentive Plan) (Registration No. 33-64776);
o Form S-3 (Shelf Registration) (Registration No. 333-24457);
o Form S-3 (Shelf Registration) (Registration No. 333-59001);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of ordinary shares, par value
U.S. $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, Barbara S. Koucouthakis and
Nicholas J. Evanoff, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the others, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Post-Effective Amendments, including the exhibits thereto and the prospectus or
prospectuses referred to above, and any and all amendments thereto (including
further post-effective amendments) and any registration statement for the same
offering filed pursuant to Rule 462 under the Securities Act and any
supplement(s) thereto and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said
<PAGE> 2
attorneys shall have full power and authority to do and perform in the name and
on behalf of the undersigned, in any and all premises, as fully and to all
intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of the 17th day of May, 1999.
/s/ W. Dennis Heagney
------------------------------------
Name:
2
<PAGE> 3
TRANSOCEAN OFFSHORE INC.
Power of Attorney
WHEREAS, TRANSOCEAN OFFSHORE INC., a Cayman Islands exempted company
limited by shares (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and as contemplated by Rule 414 thereunder,
post-effective amendments to the following Registration Statements:
o Form S-8 (Employee Stock Purchase Plan) (Registration No. 333-58203);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-58211);
o Form S-8 (Sonat Offshore Drilling Savings Plan) (Registration No.
33-66036);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-12475);
o Form S-8 (Long Term Incentive Plan) (Registration No. 33-64776);
o Form S-3 (Shelf Registration) (Registration No. 333-24457);
o Form S-3 (Shelf Registration) (Registration No. 333-59001);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of ordinary shares, par value
U.S. $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, Barbara S. Koucouthakis and
Nicholas J. Evanoff, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the others, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Post-Effective Amendments, including the exhibits thereto and the prospectus or
prospectuses referred to above, and any and all amendments thereto (including
further post-effective amendments) and any registration statement for the same
offering filed pursuant to Rule 462 under the Securities Act and any
supplement(s) thereto and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the
<PAGE> 4
undersigned, in any and all premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of the 17th day of May, 1999.
/s/ RICHARD D. KINDER
------------------------------------
Name:
2
<PAGE> 5
TRANSOCEAN OFFSHORE INC.
Power of Attorney
WHEREAS, TRANSOCEAN OFFSHORE INC., a Cayman Islands exempted company
limited by shares (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and as contemplated by Rule 414 thereunder,
post-effective amendments to the following Registration Statements:
o Form S-8 (Employee Stock Purchase Plan) (Registration No. 333-58203);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-58211);
o Form S-8 (Sonat Offshore Drilling Savings Plan) (Registration No.
33-66036);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-12475);
o Form S-8 (Long Term Incentive Plan) (Registration No. 33-64776);
o Form S-3 (Shelf Registration) (Registration No. 333-24457);
o Form S-3 (Shelf Registration) (Registration No. 333-59001);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of ordinary shares, par value
U.S. $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, Barbara S. Koucouthakis and
Nicholas J. Evanoff, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the others, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Post-Effective Amendments, including the exhibits thereto and the prospectus or
prospectuses referred to above, and any and all amendments thereto (including
further post-effective amendments) and any registration statement for the same
offering filed pursuant to Rule 462 under the Securities Act and any
supplement(s) thereto and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the
<PAGE> 6
undersigned, in any and all premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of the 17th day of May, 1999.
/s/ RONALD L. KUEHN, JR.
------------------------------------
Name:
2
<PAGE> 7
TRANSOCEAN OFFSHORE INC.
Power of Attorney
WHEREAS, TRANSOCEAN OFFSHORE INC., a Cayman Islands exempted company
limited by shares (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and as contemplated by Rule 414 thereunder,
post-effective amendments to the following Registration Statements:
o Form S-8 (Employee Stock Purchase Plan) (Registration No. 333-58203);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-58211);
o Form S-8 (Sonat Offshore Drilling Savings Plan) (Registration No.
33-66036);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-12475);
o Form S-8 (Long Term Incentive Plan) (Registration No. 33-64776);
o Form S-3 (Shelf Registration) (Registration No. 333-24457);
o Form S-3 (Shelf Registration) (Registration No. 333-59001);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of ordinary shares, par value
U.S. $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, Barbara S. Koucouthakis and
Nicholas J. Evanoff, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the others, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Post-Effective Amendments, including the exhibits thereto and the prospectus or
prospectuses referred to above, and any and all amendments thereto (including
further post-effective amendments) and any registration statement for the same
offering filed pursuant to Rule 462 under the Securities Act and any
supplement(s) thereto and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the
<PAGE> 8
undersigned, in any and all premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of the 17th day of May, 1999.
/s/ ROBERT J. LANIGAN
------------------------------------
Name:
2
<PAGE> 9
TRANSOCEAN OFFSHORE INC.
Power of Attorney
WHEREAS, TRANSOCEAN OFFSHORE INC., a Cayman Islands exempted company
limited by shares (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and as contemplated by Rule 414 thereunder,
post-effective amendments to the following Registration Statements:
o Form S-8 (Employee Stock Purchase Plan) (Registration No. 333-58203);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-58211);
o Form S-8 (Sonat Offshore Drilling Savings Plan) (Registration No.
33-66036);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-12475);
o Form S-8 (Long Term Incentive Plan) (Registration No. 33-64776);
o Form S-3 (Shelf Registration) (Registration No. 333-24457);
o Form S-3 (Shelf Registration) (Registration No. 333-59001);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of ordinary shares, par value
U.S. $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, Barbara S. Koucouthakis and
Nicholas J. Evanoff, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the others, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Post-Effective Amendments, including the exhibits thereto and the prospectus or
prospectuses referred to above, and any and all amendments thereto (including
further post-effective amendments) and any registration statement for the same
offering filed pursuant to Rule 462 under the Securities Act and any
supplement(s) thereto and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the
<PAGE> 10
undersigned, in any and all premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of the 17th day of May, 1999.
/s/ FRIDTJOF LORENTZEN
------------------------------------
Name:
2
<PAGE> 11
TRANSOCEAN OFFSHORE INC.
Power of Attorney
WHEREAS, TRANSOCEAN OFFSHORE INC., a Cayman Islands exempted company
limited by shares (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and as contemplated by Rule 414 thereunder,
post-effective amendments to the following Registration Statements:
o Form S-8 (Employee Stock Purchase Plan) (Registration No. 333-58203);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-58211);
o Form S-8 (Sonat Offshore Drilling Savings Plan) (Registration No.
33-66036);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-12475);
o Form S-8 (Long Term Incentive Plan) (Registration No. 33-64776);
o Form S-3 (Shelf Registration) (Registration No. 333-24457);
o Form S-3 (Shelf Registration) (Registration No. 333-59001);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of ordinary shares, par value
U.S. $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, Barbara S. Koucouthakis and
Nicholas J. Evanoff, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the others, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Post-Effective Amendments, including the exhibits thereto and the prospectus or
prospectuses referred to above, and any and all amendments thereto (including
further post-effective amendments) and any registration statement for the same
offering filed pursuant to Rule 462 under the Securities Act and any
supplement(s) thereto and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the
<PAGE> 12
undersigned, in any and all premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of the 17th day of May, 1999.
/s/ MAX L. LUKENS
------------------------------------
Name:
2
<PAGE> 13
TRANSOCEAN OFFSHORE INC.
Power of Attorney
WHEREAS, TRANSOCEAN OFFSHORE INC., a Cayman Islands exempted company
limited by shares (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and as contemplated by Rule 414 thereunder,
post-effective amendments to the following Registration Statements:
o Form S-8 (Employee Stock Purchase Plan) (Registration No. 333-58203);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-58211);
o Form S-8 (Sonat Offshore Drilling Savings Plan) (Registration No.
33-66036);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-12475);
o Form S-8 (Long Term Incentive Plan) (Registration No. 33-64776);
o Form S-3 (Shelf Registration) (Registration No. 333-24457);
o Form S-3 (Shelf Registration) (Registration No. 333-59001);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of ordinary shares, par value
U.S. $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, Barbara S. Koucouthakis and
Nicholas J. Evanoff, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the others, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Post-Effective Amendments, including the exhibits thereto and the prospectus or
prospectuses referred to above, and any and all amendments thereto (including
further post-effective amendments) and any registration statement for the same
offering filed pursuant to Rule 462 under the Securities Act and any
supplement(s) thereto and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the
<PAGE> 14
undersigned, in any and all premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of the 17th day of May, 1999.
/s/ MARTIN B. MCNAMARA
------------------------------------
Name:
2
<PAGE> 15
TRANSOCEAN OFFSHORE INC.
Power of Attorney
WHEREAS, TRANSOCEAN OFFSHORE INC., a Cayman Islands exempted company
limited by shares (the "Company"), intends to file with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and as contemplated by Rule 414 thereunder,
post-effective amendments to the following Registration Statements:
o Form S-8 (Employee Stock Purchase Plan) (Registration No. 333-58203);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-58211);
o Form S-8 (Sonat Offshore Drilling Savings Plan) (Registration No.
33-66036);
o Form S-8 (Long Term Incentive Plan) (Registration No. 333-12475);
o Form S-8 (Long Term Incentive Plan) (Registration No. 33-64776);
o Form S-3 (Shelf Registration) (Registration No. 333-24457);
o Form S-3 (Shelf Registration) (Registration No. 333-59001);
each including a related prospectus or prospectuses, with such further
amendment(s) thereto (including further post-effective amendments) and any
supplement(s) thereto (collectively, the "Post-Effective Amendments"), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations thereunder, together with any and all exhibits and other documents
relating to the Post-Effective Amendments, in each case as may be necessary or
appropriate in connection with the registration of ordinary shares, par value
U.S. $.01 per share, of the Company;
NOW THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, Barbara S. Koucouthakis and
Nicholas J. Evanoff, and each of them severally, his true and lawful attorney or
attorneys with power to act with or without the others, and with full power of
substitution and resubstitution, to execute in his name, place and stead, in his
capacity as director, officer or both, as the case may be, of the Company, the
Post-Effective Amendments, including the exhibits thereto and the prospectus or
prospectuses referred to above, and any and all amendments thereto (including
further post-effective amendments) and any registration statement for the same
offering filed pursuant to Rule 462 under the Securities Act and any
supplement(s) thereto and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the
<PAGE> 16
undersigned, in any and all premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby ratifying
and approving the acts that said attorneys and each of them, or their or his
substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of the 17th day of May, 1999.
/s/ KRISTIAN SIEM
------------------------------------
Name:
2
