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EXHIBIT 99.2
R&B FALCON CORPORATION
901 Threadneedle
Houston, Texas 77079-2902
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS OF R&B FALCON CORPORATION
The undersigned hereby appoints Paul B. Loyd, Jr., Andrew Bakonyi and
Tim W. Nagle, each with full power to act without the other, as proxies with
full power of substitution, to represent and to vote on behalf of the
undersigned all of the shares of common stock of R&B Falcon Corporation ("R&B
Falcon") which the undersigned is entitled in any capacity to vote if personally
present at the Special Meeting of Shareholders of R&B Falcon to be held on
December 12, 2000 at 9:00 A.M., Central Time, and at any and all adjournments or
postponements thereof, upon the matters set forth below and more fully described
in the Notice of Special Meeting of Shareholders dated ___________, 2000 and the
R&B Falcon and Transocean Sedco Firex Inc. Joint Proxy Statement/Prospectus
dated October __, 2000, receipt of which is hereby acknowledged, and, in their
discretion, upon all matters incident to the conduct of the Special Meeting and
upon all matters presented at the Special Meeting but which were not known to
the Board of Directors at a reasonable time before the solicitation of this
proxy.
THIS PROXY REVOKES ALL PRIOR PROXIES GIVEN BY THE UNDERSIGNED AND, WHEN
PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR
THE MATTERS SET FORTH BELOW AND, IN THE DISCRETION OF THE PROXIES, ON ALL OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE SPECIAL MEETING. YOUR VOTE SHALL BE
KEPT CONFIDENTIAL SUBJECT TO R&B FALCON'S BY-LAWS.
(Continued and to be signed and dated on the other side)
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[X] Please mark your
votes as in this
example.
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<CAPTION>
FOR AGAINST ABSTAIN
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THE R&B FALCON BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSALS:
1. Adoption of the Agreement and Plan of Merger dated as of August 19, 2000,
among Transocean Sedco Forex Inc. ("Transocean"), Transocean Holdings Inc., TSF [ ] [ ] [ ]
Delaware Inc. and R&B Falcon pursuant to which R&B Falcon will become an
indirect subsidiary of Transocean.
2. Approval of an amendment to R&B Falcon's Certificate of Incorporation to
grant holders of R&B Falcon's outstanding preferred shares voting rights in the [ ] [ ] [ ]
election of directors of R&B Falcon.
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This proxy, when properly executed, will be voted as directed or, if no contrary
direction is indicated, will be voted as follows: For adoption of the Agreement
and Plan of Merger; for approval of an amendment to R&B Falcon's Certificate of
Incorporation and, in the discretion of the proxy holders, on such other matters
as may properly come before the meeting.
Please sign exactly as your name appears hereon. If the shares are registered in
the names of two or more persons, each should sign. Executors, administrators,
trustees, guardians and attorneys-in-fact should add their titles. If signer is
a corporation, please give full corporate name and have a duly authorized
officer sign, stating title. If signer is a partnership, please sign in
partnership name by authorized person.
Dated , 2000
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Signature
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Signature if held jointly
Please sign, date and promptly return this proxy in the enclosed return envelope
which is postage prepaid if mailed in United States.
NOTE: (This proxy should be marked, signed by the shareholder(s) exactly as his
or her name appears hereon, and returned promptly in the enclosed
envelope. Persons signing in a fiduciary capacity should so indicate. If
shares are held by joint tenants or as community property, both should
sign.)
