<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): December 1, 2000
TRANSOCEAN SEDCO FOREX INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
CAYMAN ISLANDS 333-75899 N/A
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
</TABLE>
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 232-7500
<PAGE> 2
ITEM 5. OTHER EVENTS.
On December 1, 2000, Transocean Sedco Forex Inc., a company
incorporated under the laws of the Cayman Islands (the "Company"), held a
conference call during which it provided a mid- fourth quarter 2000 review. In
advance of the call, the Company issued a press release that, among other
things, announced (i) that the Company expected to report earnings per share for
the three months ended December 31, 2000 that were below current analyst
expectations and that the Company's current expectations were $0.10 to $0.15 per
diluted share, before the effect from non- recurring events, (ii) a settlement
of an arbitration proceeding and a related non-recurring charge, (iii) a number
of new contract signings and (iv) further delays in the Company's four newbuild
projects. A copy of the press release is filed as Exhibit 99.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
On the conference call, the Company discussed its earnings outlook for
2001. The Company believes that the previous analyst consensus estimate of $2.00
per share for 2001 earnings (on a stand-alone basis without giving effect to the
proposed R&B Falcon Corporation merger) is aggressive. Also, in a discussion of
2001 costs during the call, the Company noted that it expects costs will be
higher in the first half of 2001 than the second half due to among other things
planned projects, upgrades, surveys and costs associated with the startup of
newbuilds.
The Company clarified that it was announcing firm contract signings
with aggregate expected revenues of approximately $135 million and that it had
signed letters of intent (which were expected to become firm contracts) with
aggregate expected revenues of approximately $84 million.
The Company noted in the call that operating and maintenance expense in
the fourth quarter 2000 could be in the range of $12 million to $15 million
higher than the approximately $192 million experienced in the third quarter
2000.
The Company noted that it expected depreciation for the fourth quarter
2000 to be in the order of approximately $66 million while, for the first
quarter of 2001, depreciation expense is expected to be closer to the $72-$73
million range, depending upon, among other things, the timing of the delivery of
the Company's newbuilds. The Company noted that once all of its newbuilds were
delivered in 2001, expected depreciation expense would be closer to $77 million
per quarter depending upon the timing of capital expenditures, among other
things.
The Company expects corporate general and administrative expense
levels for the fourth quarter 2000 to be higher than the third quarter 2000, due
in part to the effect of the previously announced employment arrangements with
certain of the Company's executives. Additionally, the
2
<PAGE> 3
Company expects fourth quarter gross interest expense similar to or slightly
less than that of the third quarter. The Company expects fourth quarter
capitalized interest to decrease slightly from third quarter levels.
The statements described above and made in the press release that are
not historical facts are forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Statements to the effect that the Company or management
"anticipates," believes," "budgets," "estimates," "expects," "forecasts,"
"intends," "plans," "predicts," or "projects" a particular result or course of
events, or that such result or course of events "could," "might," "may" or
"should" occur, and similar expressions, are also intended to identify
forward-looking statements. Forward-looking statements described above and made
in the press release include, but are not limited to, statements involving
expected earnings and other financial results for the fourth quarter of 2000,
for 2001 and for other periods, future market conditions, the timing and cost of
completion of capital projects, timing and delivery of drilling units, potential
revenues, increased expenses, customer drilling programs and the Company's other
expectations with regarding to market outlook. Such statements are subject to
numerous risks, uncertainties and assumptions, including but not limited to,
uncertainties relating to the level of activity in offshore oil and gas
exploration and development, exploration success by producers, oil and gas
prices, demand for offshore rigs, competition and market conditions in the
contract drilling industry, the Company's ability to successfully integrate the
operations of acquired businesses, costs, delays and other difficulties related
to the proposed merger with R&B Falcon Corporation (including the satisfaction
of closing conditions), delays or cost overruns on construction projects and
possible cancellation of drilling contracts as a result of delays or
performance, work stoppages by shipyard workers where the Company's newbuilds
are being constructed, the Company's ability to enter into and the terms of
future contracts, the availability of qualified personnel, labor relations and
the outcome of negotiations with unions representing workers, operating hazards,
political and other uncertainties inherent in non-U.S. operations (including
exchange and currency fluctuations), the impact of governmental laws and
regulations, the adequacy of sources of liquidity, the effect of litigation and
contingencies and other factors described above and discussed in the Company's
1999 Form 10-K, Proxy Statement/Prospectus dated October 30, 2000 and in the
Company's other filings with the SEC, which are available free of charge on the
SEC's website at www.sec.gov. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those indicated. You should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks only as of the
date of the particular statement, and we undertake no obligation to publicly
update or revise any forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c). Exhibits.
The following exhibit is filed herewith:
Exhibit Number Description of Exhibits
99.1 Press Release dated December 1, 2000
3
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANSOCEAN SEDCO FOREX INC.
Date: December 1, 2000 By: /s/ ROBERT L. LONG
----------------------------------
Robert L. Long
Executive Vice President and Chief
Financial Officer
4
<PAGE> 5
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
99.1 Press Release dated December 1, 2000
5
