<PAGE> 1
As filed with the Securities and Exchange Commission on May 22, 2000
Registration No. 333 -
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TRANSOCEAN SEDCO FOREX INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
CAYMAN ISLANDS 4 GREENWAY PLAZA N/A
(State or other jurisdiction of HOUSTON, TEXAS 77046 (I.R.S. Employer Identification No.)
incorporation or organization) (713) 232-7500
(Address, including zip code,
and telephone number, including
area code, of registrant's principal executive offices)
</TABLE>
ERIC B. BROWN
TRANSOCEAN SEDCO FOREX INC.
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(713) 232-7500
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
WITH COPIES TO:
GENE J. OSHMAN DAN FLECKMAN
BAKER BOTTS L.L.P. ANDREWS & KURTH L.L.P.
3000 ONE SHELL PLAZA 4200 TEXAS COMMERCE TOWER
HOUSTON, TEXAS 77002 HOUSTON, TEXAS 77002
(713) 229-1234 (713) 220-4200
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, check the following
box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-59001
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed maximum
Amount maximum aggregate Amount of
Title of each class of to be registered offering price offering registration
securities to be registered (1) per share(1) price(2) fee
--------------------------- ---------------- -------------- --------- ------------
<S> <C> <C> <C> <C>
Debt Securities(3)............................. -- --
Ordinary Shares(4)............................. -- --
Total.......................................... -- -- $50,938,800 $13,448
</TABLE>
(1) The proposed maximum initial offering price per unit will be determined
from time to time by the Registrant.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(o). In no event will the aggregate initial offering
price of all securities issued from time to time pursuant to this
Registration Statement exceed $50,938,800 or the equivalent thereof in
foreign currencies. Any securities registered hereunder may be sold
separately or as units with other securities registered hereunder.
(3) Subject to Footnote (2), there is being registered hereunder an
indeterminate principal amount of Debt Securities that may be issued from
time to time by the Registrant. If any such Debt Securities are issued at
an original issue discount, then the such greater principal amount thereof
is being registered hereunder as shall result in an aggregate initial
offering price of up to $50,938,800.
(4) Subject to Footnote (2), there is being registered hereunder an
indeterminate number of Ordinary Shares that may be issued from time to
time by the Registrant, including Ordinary Shares issuable upon conversion,
exchange or repurchase of Debt Securities.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Registration No. 333-59001) filed on July 13, 1998 by
Transocean Offshore Inc., and adopted by Transocean Sedco Forex Inc., a Cayman
Islands exempted company (the "Company"), pursuant to Rule 414 under the
Securities Act, with the Securities and Exchange Commission, as amended by
Post-Effective Amendment No. 1 and Post-Effective Amendment No. 2 thereto, are
incorporated herein by reference. Filed as exhibits hereto are the following
opinions and consents:
5.1 -- Opinion of Eric B. Brown, Esq.
5.2 -- Opinion of Walkers
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of PricewaterhouseCoopers LLP
24 -- Powers of Attorney
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, the State of Texas, on May 22, 2000.
TRANSOCEAN SEDCO FOREX INC.
By: /s/ ROBERT L. LONG
---------------------------------
Robert L. Long
Executive Vice President and
Chief Financial Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED ON MAY 22, 2000.
<TABLE>
<CAPTION>
<S> <C>
Signature Title
--------- -----
*
- -------------------------------------------------- Chairman of the Board of
Victor E. Grijalva Directors
/s/ J. MICHAEL TALBERT President, Chief Executive Officer
- -------------------------------------------------- and Director (Principal
J. Michael Talbert Executive Officer)
/s/ ROBERT L. LONG Executive Vice President and
- -------------------------------------------------- Chief Financial Officer
Robert L. Long (Principal Financial Officer)
/s/ RICARDO ROSA Vice President and Controller
- -------------------------------------------------- (Principal Accounting Officer)
Ricardo Rosa
* Director
- --------------------------------------------------
Richard D. Kinder
* Director
- --------------------------------------------------
Ronald L. Kuehn, Jr.
* Director
- --------------------------------------------------
Arthur Lindenauer
* Director
- --------------------------------------------------
Martin B. McNamara
* Director
- --------------------------------------------------
Roberto Monti
* Director
- --------------------------------------------------
Alain Roger
</TABLE>
<PAGE> 4
<TABLE>
<S> <C>
* Director
- --------------------------------------------------
Kristian Siem
* Director
- --------------------------------------------------
Ian C. Strachan
</TABLE>
* By: /s/ WILLIAM E. TURCOTTE
--------------------------------------------
William E. Turcotte
(Attorney-in-Fact)
<PAGE> 5
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
<S> <C> <C>
5.1 -- Opinion of Eric B. Brown, Esq.
5.2 -- Opinion of Walkers
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of PricewaterhouseCoopers LLP
24 -- Powers of Attorney
</TABLE>
<PAGE> 1
Exhibit 5.1
May 22, 2000
Transocean Sedco Forex Inc.
(a Cayman Islands Exempted Company)
4 Greenway Plaza
Houston, Texas 77046
United States of America
Gentlemen,
As set forth in a Registration Statement on Form S-3 to be filed with the
Securities and Exchange Commission (the "Commission") (the "Registration
Statement") by Transocean Sedco Forex Inc., a Cayman Islands exempted company
(the "Company"), under the Securities Act of 1993, as amended (the "Act"),
relating to (i) the Company's unsecured debt securities (the "Debt Securities"),
in one or more series, which may be convertible into or exchangeable for the
Company's ordinary shares, par value $0.01 per share (the "Ordinary Shares"),
the Company's preference shares, par value $0.10 per share (the "Preference
Shares"), or other Debt Securities and (ii) Ordinary Shares to be issued and
sold by the Company from time to time pursuant to the Act for an aggregate
initial offering price not to exceed $50,938,800, certain legal matters in
connection with such are being passed upon by me.
I am Vice President and General Counsel of the Company. In such capacity, I have
examined (i) the Articles of Association and Memorandum of Association of the
Company (the "Charter Documents"); (ii) the Indenture dated as of April 15,
1997, as supplemented by the First Supplemental Indenture dated as of April 15,
1997 and the Second Supplemental Indenture dated as of May 14, 1999 (the "Senior
Indenture"), between the Company and Chase Bank of Texas, National Association,
as trustee, pursuant to which the senior Debt Securities may be issued; (iii)
the Indenture (the "Subordinated Indenture" and, together with the Senior
Indenture, the "Indentures") in the form of Exhibit 4.6 to the Registration
Statement to be executed by the Company and a trustee to be designated therein,
pursuant to which subordinated Debt Securities may be issued; and (iv) the
originals, or copies certified or otherwise identified, of corporate records of
the Company, certificates of public officials and of representatives of the
Company, statutes and other instruments and documents as a basis for the
opinions hereafter expressed.
In connection with this opinion, I have assumed that (i) the Amendment and any
further amendments to the Registration Statement (including post-effective
amendments), will have become effective; (ii) a prospectus supplement will have
been prepared and filed with the Commission describing the Securities offered
thereby; (iii) all Securities will be issued and sold in compliance with
applicable federal and state securities laws and in the manner stated in the
Registration Statement and the appropriate prospectus supplement; and (iv) a
definitive purchase, underwriting or similar agreement with respect to any
Securities offered will have been duly authorized and validly executed and
delivered by the Company and the other parties thereto.
<PAGE> 2
Based upon and subject to the foregoing, I am of the opinion that:
1. With respect to Debt Securities to be issued under the Indentures, when (i)
the applicable Indenture has been duly qualified under the Trust Indenture
Act of 1939, as amended; (ii) the Board of Directors of the Company or, to
the extent permitted by the laws of the Cayman Islands, a duly constituted
and acting committee thereof (such Board of Directors or committee being
hereinafter referred to as the "Board"), has taken all necessary corporate
action to approve the issuance and terms of such Debt Securities, the terms
of the offering thereof and related matters; and (iii) such Debt Securities
have been duly executed, authenticated, issued and delivered in accordance
with the provisions of the applicable Indenture and the applicable
definitive purchase, underwriting or similar agreement approved by the
Board (a) upon payment of the consideration therefor provided for therein,
or (b) in the case of Debt Securities issuable upon conversion or exchange
of Debt Securities or Preference Shares which, by their respective terms,
are convertible into or exchangeable for Debt Securities or upon exercise
of Warrants to purchase Debt Securities, in each case as contemplated by
the applicable Indenture and the applicable definitive warrant, purchase,
underwriting or similar agreement approved by the Board upon payment of any
additional consideration that is payable upon such conversion, exchange or
exercise, such Debt Securities will be legally issued and will constitute
valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as such enforcement is
subject to (i) any applicable bankruptcy, insolvency, reorganization or
other law relating to or affecting creditors' rights generally and (ii)
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).
This opinion is limited to the applicable laws of the State of New York and the
applicable federal laws of the United States.
I hereby consent to the filing of this opinion of counsel as Exhibit 5.1 to the
Registration Statement. I also consent to the reference to me under the heading
"Legal Opinions" in the prospectus forming a part of the Registration Statement.
In giving this consent, I do not thereby admit that I am in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Eric B. Brown
<PAGE> 1
Exhibit 5.2
TRANSOCEAN SEDCO FOREX INC.
(A CAYMAN ISLANDS EXEMPTED COMPANY)
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
UNITED STATES OF AMERICA
19 May 2000
Gentlemen,
VALIDITY OF ISSUE OF ORDINARY SHARES OF TRANSOCEAN SEDCO FOREX INC., A CAYMAN
ISLANDS EXEMPTED COMPANY.
As set forth in a Registration Statement on Form S-3 to be filed with the
Securities and Exchange Commission (the "Commission") (the "Registration
Statement") by Transocean Sedco Forex Inc., a Cayman Islands exempted company
(the "Company"), under the Securities Act of 1993, as amended (the "Act"),
relating to (i) unsecured debt securities (the "Debt Securities"), in one or
more series, which may be convertible into or exchangeable for the Company's
ordinary shares, par value $0.01 per share (the "Ordinary Shares"), the
Company's preference shares, par value $0.10 per share (the "Preference
Shares"), or other Debt Securities and (ii) Ordinary Shares to be issued and
sold by the Company under the Act for an aggregate initial offering price not to
exceed $50,938,800, certain legal matters in connection with such Ordinary
Shares are being passed upon by us.
In connection with this opinion, we have assumed that (i) the above-listed
Registration Statement will have become effective; (ii) a prospectus supplement
will have been prepared and filed with the Commission describing the Ordinary
Shares offered thereby; (iii) all Ordinary Shares will be issued and sold in
compliance with applicable federal and state securities laws and in the manner
stated in the Registration Statement and the appropriate prospectus supplement;
(iv) a definitive purchase, underwriting or similar agreement with respect to
any Ordinary Shares offered will have been duly authorized and validly executed
and delivered by the Company and the other parties thereto; and (v) there will
be sufficient Ordinary Shares authorized for issuance under the Company's
memorandum of association and articles of association.
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:
1. The Company is an exempted company duly registered and validly existing
and, based on the certificate issued by the Cayman Islands Registrar of
Companies, in good standing under the laws of the Cayman Islands.
2. When offered and issued as described in the Registration Statement, the
Ordinary Shares will be recognized as having been duly authorized, 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.
<PAGE> 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent we do not admit that we are in
the category of persons 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,
/s/ WALKERS
<PAGE> 3
SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
1. The certificate of incorporation, memorandum of association and articles
of association of the Company.
2. The certificate of good standing issued by the Cayman Islands Registrar
of Companies.
3. The resolutions adopted by the Board of Directors of the Company on
February 11, 2000 and on May 10, 2000 (the Resolutions).
4. The contents of the Registration Statement on Form S-3 (Registration No.
333-59001) filed on July 13, 1998 by Transocean Offshore Inc., and adopted
by the Company, pursuant to Rule 414 under the Securities Act, with the
Securities and Exchange Commission, as amended by Post-Effective Amendment
No. 1 and Post-Effective Amendment No. 2 thereto, are incorporated herein
by reference.
5. Such other documents as we have considered necessary for the purposes of
rendering this opinion.
<PAGE> 4
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. 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.
2. The Minute Book of the Company supplied to us by the Company contains a
complete record of the business transacted by it.
3. The corporate records of the Company supplied to us by the Company
constitute its complete corporate records and that all
matters required by law to be recorded therein are so recorded.
4. From the date of the Resolutions no corporate or other action is taken by
the Company to amend, alter or repeal the Resolutions and no corporate or
other action is taken by the Company except as contemplated by the
Registration Statement.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" that is
incorporated by reference from the Post-Effective Amendement No. 2 to the
Registration Statement (Form S-3, No. 333-59001-99) of Transocean Sedco Forex
Inc. in the Registration Statement (Form S-3) of Transocean Sedco Forex Inc. for
the registration of $50,938,800 in debt securities and ordinary shares and to
the incorporation by reference therein of our report dated January 31, 2000,
with respect to the consolidated balance sheet as of December 31, 1999, and the
related combined statements of operations, equity and cash flows and schedule
for the year then ended of Transocean Sedco Forex Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1999, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
May 22, 2000
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated August 6, 1999 relating to the
financial statements of Sedco Forex Holdings Limited which appear in Transocean
Sedco Forex Inc.'s Annual Report on Form 10-K for the year ended December 31,
1999. We also consent to the incorporation by reference of our report dated
August 6, 1999 relating to the financial statement schedule, which appears in
such Annual Report on Form 10-K. We also consent to the references to us under
the heading "Experts" in Post-Effective Amendment No. 2 to the Registration
Statement on Form S-3 (No. 333-59001) incorporated by reference in such
Registration Statement and under the heading "Sedco Forex Selected Historical
Combined Financial Data" in Exhibit 20.1 to the Report on Form 8-K of Transocean
Offshore, Inc. dated October 27, 1999 incorporated by reference in such
Registration Statement.
/s/ PricewaterhouseCoopers LLP
New York, NY
May 19, 2000
<PAGE> 1
EXHIBIT 24
1999 Form 10-K & 462
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation (the
"Company"), intends to file with the U.S. Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder, an
annual report on Form 10-K for the fiscal year ended December 31, 1999, together
with any and all exhibits and other instruments and documents necessary,
advisable or appropriate in connection therewith (the "Form 10-K"); and
WHEREAS, the Company has filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), a post-effective
amendment to the Company's Registration Statement on Form S-3 (Registration No.
333-59001), as amended, including a related prospectus (the "Registration
Statement"), as prescribed by the Commission pursuant to the Securities Act and
the rules and regulations thereunder, in connection with the registration of
ordinary shares, par value U.S. $0.01 per share, unsecured debt securities,
preference shares or warrants to purchase securities of the Company.
NOW, THEREFORE, the undersigned, in his capacity as Chairman of the Board
of the Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William
E. Turcotte, Ricardo Rosa and Brenda S. Masters, 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 Chairman of the Board of the
Company:
a. the Form 10-K and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys
shall deem necessary, appropriate or advisable in connection therewith,
and to file the same with the Commission and to appear before the
Commission in connection with any matter relating thereto; and
b. any and all further post-effective amendments to the Registration
Statement, including the exhibits thereto and the related prospectus or
prospectuses and any supplement(s) thereto, and any registration
statement for the same offering filed pursuant to Rule 462 under the
Securities Act 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 undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the 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.
<PAGE> 2
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 12 day of March, 2000.
/s/ Victor E. Grijalva
----------------------
Victor E. Grijalva
<PAGE> 3
1999 Form 10-K & 462
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation (the
"Company"), intends to file with the U.S. Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder, an
annual report on Form 10-K for the fiscal year ended December 31, 1999, together
with any and all exhibits and other instruments and documents necessary,
advisable or appropriate in connection therewith (the "Form 10-K"); and
WHEREAS, the Company has filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), a post-effective
amendment to the Company's Registration Statement on Form S-3 (Registration No.
333-59001), as amended, including a related prospectus (the "Registration
Statement"), as prescribed by the Commission pursuant to the Securities Act and
the rules and regulations thereunder, in connection with the registration of
ordinary shares, par value U.S. $0.01 per share, unsecured debt securities,
preference shares or warrants to purchase securities of the Company.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, 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 a director of the Company:
a. the Form 10-K and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys
shall deem necessary, appropriate or advisable in connection therewith,
and to file the same with the Commission and to appear before the
Commission in connection with any matter relating thereto; and
b. any and all further post-effective amendments to the Registration
Statement, including the exhibits thereto and the related prospectus or
prospectuses and any supplement(s) thereto, and any registration
statement for the same offering filed pursuant to Rule 462 under the
Securities Act 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 undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the 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.
<PAGE> 4
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 9 day of March, 2000.
/s/ Richard D. Kinder
----------------------
Richard D. Kinder
<PAGE> 5
1999 Form 10-K & 462
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation (the
"Company"), intends to file with the U.S. Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder, an
annual report on Form 10-K for the fiscal year ended December 31, 1999, together
with any and all exhibits and other instruments and documents necessary,
advisable or appropriate in connection therewith (the "Form 10-K"); and
WHEREAS, the Company has filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), a post-effective
amendment to the Company's Registration Statement on Form S-3 (Registration No.
333-59001), as amended, including a related prospectus (the "Registration
Statement"), as prescribed by the Commission pursuant to the Securities Act and
the rules and regulations thereunder, in connection with the registration of
ordinary shares, par value U.S. $0.01 per share, unsecured debt securities,
preference shares or warrants to purchase securities of the Company.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, 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 a director of the Company:
a. the Form 10-K and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys
shall deem necessary, appropriate or advisable in connection therewith,
and to file the same with the Commission and to appear before the
Commission in connection with any matter relating thereto; and
b. any and all further post-effective amendments to the Registration
Statement, including the exhibits thereto and the related prospectus or
prospectuses and any supplement(s) thereto, and any registration
statement for the same offering filed pursuant to Rule 462 under the
Securities Act 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 undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the 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.
<PAGE> 6
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 10 day of March, 2000.
/s/ Ronald L. Kuehn, Jr.
-------------------------
Ronald L. Kuehn, Jr.
<PAGE> 7
1999 Form 10-K & 462
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation (the
"Company"), intends to file with the U.S. Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder, an
annual report on Form 10-K for the fiscal year ended December 31, 1999, together
with any and all exhibits and other instruments and documents necessary,
advisable or appropriate in connection therewith (the "Form 10-K"); and
WHEREAS, the Company has filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), a post-effective
amendment to the Company's Registration Statement on Form S-3 (Registration No.
333-59001), as amended, including a related prospectus (the "Registration
Statement"), as prescribed by the Commission pursuant to the Securities Act and
the rules and regulations thereunder, in connection with the registration of
ordinary shares, par value U.S. $0.01 per share, unsecured debt securities,
preference shares or warrants to purchase securities of the Company.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, 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 a director of the Company:
a. the Form 10-K and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys
shall deem necessary, appropriate or advisable in connection therewith,
and to file the same with the Commission and to appear before the
Commission in connection with any matter relating thereto; and
b. any and all further post-effective amendments to the Registration
Statement, including the exhibits thereto and the related prospectus or
prospectuses and any supplement(s) thereto, and any registration
statement for the same offering filed pursuant to Rule 462 under the
Securities Act 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 undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the 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.
<PAGE> 8
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 9 day of March, 2000.
/s/ Arthur Lindenauer
---------------------
Arthur Lindenauer
<PAGE> 9
1999 Form 10-K & 462
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation (the
"Company"), intends to file with the U.S. Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder, an
annual report on Form 10-K for the fiscal year ended December 31, 1999, together
with any and all exhibits and other instruments and documents necessary,
advisable or appropriate in connection therewith (the "Form 10-K"); and
WHEREAS, the Company has filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), a post-effective
amendment to the Company's Registration Statement on Form S-3 (Registration No.
333-59001), as amended, including a related prospectus (the "Registration
Statement"), as prescribed by the Commission pursuant to the Securities Act and
the rules and regulations thereunder, in connection with the registration of
ordinary shares, par value U.S. $0.01 per share, unsecured debt securities,
preference shares or warrants to purchase securities of the Company.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, 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 a director of the Company:
a. the Form 10-K and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys
shall deem necessary, appropriate or advisable in connection therewith,
and to file the same with the Commission and to appear before the
Commission in connection with any matter relating thereto; and
b. any and all further post-effective amendments to the Registration
Statement, including the exhibits thereto and the related prospectus or
prospectuses and any supplement(s) thereto, and any registration
statement for the same offering filed pursuant to Rule 462 under the
Securities Act 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 undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the 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.
<PAGE> 10
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 14 day of March, 2000.
/s/ Martin B. McNamara
----------------------
Martin B. McNamara
<PAGE> 11
1999 Form 10-K & 462
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation (the
"Company"), intends to file with the U.S. Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder, an
annual report on Form 10-K for the fiscal year ended December 31, 1999, together
with any and all exhibits and other instruments and documents necessary,
advisable or appropriate in connection therewith (the "Form 10-K"); and
WHEREAS, the Company has filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), a post-effective
amendment to the Company's Registration Statement on Form S-3 (Registration No.
333-59001), as amended, including a related prospectus (the "Registration
Statement"), as prescribed by the Commission pursuant to the Securities Act and
the rules and regulations thereunder, in connection with the registration of
ordinary shares, par value U.S. $0.01 per share, unsecured debt securities,
preference shares or warrants to purchase securities of the Company.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, 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 a director of the Company:
a. the Form 10-K and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys
shall deem necessary, appropriate or advisable in connection therewith,
and to file the same with the Commission and to appear before the
Commission in connection with any matter relating thereto; and
b. any and all further post-effective amendments to the Registration
Statement, including the exhibits thereto and the related prospectus or
prospectuses and any supplement(s) thereto, and any registration
statement for the same offering filed pursuant to Rule 462 under the
Securities Act 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 undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the 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.
<PAGE> 12
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 14 day of March, 2000.
/s/ Roberto Monti
----------------------
Roberto Monti
<PAGE> 13
1999 Form 10-K & 462
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation (the
"Company"), intends to file with the U.S. Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder, an
annual report on Form 10-K for the fiscal year ended December 31, 1999, together
with any and all exhibits and other instruments and documents necessary,
advisable or appropriate in connection therewith (the "Form 10-K"); and
WHEREAS, the Company has filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), a post-effective
amendment to the Company's Registration Statement on Form S-3 (Registration No.
333-59001), as amended, including a related prospectus (the "Registration
Statement"), as prescribed by the Commission pursuant to the Securities Act and
the rules and regulations thereunder, in connection with the registration of
ordinary shares, par value U.S. $0.01 per share, unsecured debt securities,
preference shares or warrants to purchase securities of the Company.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, 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 a director of the Company:
a. the Form 10-K and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys
shall deem necessary, appropriate or advisable in connection therewith,
and to file the same with the Commission and to appear before the
Commission in connection with any matter relating thereto; and
b. any and all further post-effective amendments to the Registration
Statement, including the exhibits thereto and the related prospectus or
prospectuses and any supplement(s) thereto, and any registration
statement for the same offering filed pursuant to Rule 462 under the
Securities Act 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 undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the 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.
<PAGE> 14
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 15 day of March, 2000.
/s/ Alain Roger
----------------------
Alain Roger
<PAGE> 15
1999 Form 10-K & 462
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation (the
"Company"), intends to file with the U.S. Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder, an
annual report on Form 10-K for the fiscal year ended December 31, 1999, together
with any and all exhibits and other instruments and documents necessary,
advisable or appropriate in connection therewith (the "Form 10-K"); and
WHEREAS, the Company has filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), a post-effective
amendment to the Company's Registration Statement on Form S-3 (Registration No.
333-59001), as amended, including a related prospectus (the "Registration
Statement"), as prescribed by the Commission pursuant to the Securities Act and
the rules and regulations thereunder, in connection with the registration of
ordinary shares, par value U.S. $0.01 per share, unsecured debt securities,
preference shares or warrants to purchase securities of the Company.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, 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 a director of the Company:
a. the Form 10-K and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys
shall deem necessary, appropriate or advisable in connection therewith,
and to file the same with the Commission and to appear before the
Commission in connection with any matter relating thereto; and
b. any and all further post-effective amendments to the Registration
Statement, including the exhibits thereto and the related prospectus or
prospectuses and any supplement(s) thereto, and any registration
statement for the same offering filed pursuant to Rule 462 under the
Securities Act 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 undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the 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.
<PAGE> 16
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 13 day of March, 2000.
/s/ Kristian Siem
----------------------
Kristian Siem
<PAGE> 17
1999 Form 10-K & 462
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation (the
"Company"), intends to file with the U.S. Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder, an
annual report on Form 10-K for the fiscal year ended December 31, 1999, together
with any and all exhibits and other instruments and documents necessary,
advisable or appropriate in connection therewith (the "Form 10-K"); and
WHEREAS, the Company has filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), a post-effective
amendment to the Company's Registration Statement on Form S-3 (Registration No.
333-59001), as amended, including a related prospectus (the "Registration
Statement"), as prescribed by the Commission pursuant to the Securities Act and
the rules and regulations thereunder, in connection with the registration of
ordinary shares, par value U.S. $0.01 per share, unsecured debt securities,
preference shares or warrants to purchase securities of the Company.
NOW, THEREFORE, the undersigned, in his capacity as a director of the
Company, does hereby appoint Eric B. Brown, Nicolas J. Evanoff, William E.
Turcotte, Ricardo Rosa and Brenda S. Masters, 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 a director of the Company:
a. the Form 10-K and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys
shall deem necessary, appropriate or advisable in connection therewith,
and to file the same with the Commission and to appear before the
Commission in connection with any matter relating thereto; and
b. any and all further post-effective amendments to the Registration
Statement, including the exhibits thereto and the related prospectus or
prospectuses and any supplement(s) thereto, and any registration
statement for the same offering filed pursuant to Rule 462 under the
Securities Act 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 undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the 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.
<PAGE> 18
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 15 day of March, 2000.
/s/ Ian C. Strachan
----------------------
Ian C. Strachan
<PAGE> 19
1999 Form 10-K & 462
TRANSOCEAN SEDCO FOREX INC.
Power of Attorney
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands corporation (the
"Company"), intends to file with the U.S. Securities and Exchange Commission
(the "Commission") pursuant to the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission promulgated thereunder, an
annual report on Form 10-K for the fiscal year ended December 31, 1999, together
with any and all exhibits and other instruments and documents necessary,
advisable or appropriate in connection therewith (the "Form 10-K"); and
WHEREAS, the Company has filed with the Commission pursuant to the
Securities Act of 1933, as amended (the "Securities Act"), a post-effective
amendment to the Company's Registration Statement on Form S-3 (Registration No.
333-59001), as amended, including a related prospectus (the "Registration
Statement"), as prescribed by the Commission pursuant to the Securities Act and
the rules and regulations thereunder, in connection with the registration of
ordinary shares, par value U.S. $0.01 per share, unsecured debt securities,
preference shares or warrants to purchase securities of the Company.
NOW, THEREFORE, the undersigned, in his capacity as President, Chief
Executor Officer and a director of the Company, does hereby appoint Eric B.
Brown, Nicolas J. Evanoff, William E. Turcotte, Ricardo Rosa and Brenda S.
Masters, 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 President, Chief Executor Officer and a director of the Company:
a. the Form 10-K and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys
shall deem necessary, appropriate or advisable in connection therewith,
and to file the same with the Commission and to appear before the
Commission in connection with any matter relating thereto; and
b. any and all further post-effective amendments to the Registration
Statement, including the exhibits thereto and the related prospectus or
prospectuses and any supplement(s) thereto, and any registration
statement for the same offering filed pursuant to Rule 462 under the
Securities Act 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 undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the 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.
<PAGE> 20
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
as of the 13 day of March, 2000.
/s/ J. Michael Talbert
----------------------
J. Michael Talbert
