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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): August 19, 2000
TRANSOCEAN SEDCO FOREX INC.
(Exact name of registrant as specified in its charter)
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CAYMAN ISLANDS 333-75899 N/A
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
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4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 232-7500
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ITEM 5. OTHER EVENTS.
On August 19, 2000, Transocean Sedco Forex Inc., a company incorporated
under the laws of the Cayman Islands (the "Company"), Transocean Holdings Inc.,
a Delaware corporation and direct wholly owned subsidiary of the Company
("Sub"), TSF Delaware Inc., a Delaware corporation and a direct wholly owned
subsidiary of Sub ("Merger Sub"), and R&B Falcon Corporation, a Delaware
corporation ("R&B Falcon"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"), whereby, subject to the conditions stated therein, Merger
Sub would merge with and into R&B Falcon Corporation (the "Merger"), and R&B
Falcon, as the surviving corporation, would become a wholly owned subsidiary of
Sub. In the merger, each share of the common stock, par value $.01 per share
(the "R&B Falcon Common Stock"), of R&B Falcon issued and outstanding
immediately prior to the effective time of the Merger will be converted into the
right to receive 0.5 ordinary shares, par value $.01 per share (the "Company
Ordinary Shares"), of the Company. The Board of Directors of the Company has
unanimously approved the Merger Agreement.
The closing of the Merger will occur on the first business day
immediately following the day on which all of the conditions to the Merger
contained in the Merger Agreement have been fulfilled or waived or on such other
date as the Company and R&B Falcon may agree. The closing of the Merger is
conditioned upon approval of the shareholders of the Company and the
stockholders of R&B Falcon, customary regulatory approvals, including the
expiration or termination of the waiting period prescribed by the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the completion
of a $105 million public offering of R&B Falcon Common Stock and the delivery of
notice of partial redemption to holders of R&B Falcon's 13.875% Cumulative
Redeemable Preferred Stock using the proceeds of such offering, the rating of
certain debt of R&B Falcon or its affiliates as investment grade by Moody's
Investors Service, Inc. and Standard & Poor's Ratings Service and other
customary conditions, all as described in the Merger Agreement. A copy of the
Merger Agreement is included herein as Exhibit 2.1 and a copy of the joint press
release of the Company and R&B Falcon with respect to the Merger is included
herein as Exhibit 99.1.
The Merger Agreement and the joint press release are incorporated in
this Item 5 by reference. The foregoing description of such documents and the
transactions contemplated therein are qualified in their entirety by reference
to such exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed herewith:
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2.1 Agreement and Plan of Merger, dated as of August 19, 2000,
among Transocean Sedco Forex Inc., Transocean Holdings Inc.,
TSF Delaware Inc. and R&B Falcon Corporation
99.1 Joint Press Release, dated as of August 21, 2000, announcing
the Agreement and Plan of Merger among Transocean Sedco Forex
Inc., Transocean Holdings Inc., TSF Delaware Inc. and R&B
Falcon Corporation
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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: August 21, 2000 By: /s/ ERIC BROWN
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Eric Brown
Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
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Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of August 19, 2000,
among Transocean Sedco Forex Inc., Transocean Holdings Inc.,
TSF Delaware Inc. and R&B Falcon Corporation
99.1 Joint Press Release, dated as of August 21, 2000, announcing
the Agreement and Plan of Merger among Transocean Sedco Forex
Inc., Transocean Holdings Inc., TSF Delaware Inc. and R&B
Falcon Corporation
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