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): May 20, 1996
SONAT OFFSHORE DRILLING INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-7746 72-0464968
(Commission File Number) (IRS Employer Identification No.)
4 Greenway Plaza, Houston, Texas 77046
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 871-7500
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ITEM 5 OTHER EVENTS
Attached as Exhibit 99.1 hereto is a copy of the letter agreement, dated
May 20, 1996, between Sonat Offshore Drilling Inc. and Tiger Management Corp.,
the owner of approximately 17.2% of the outstanding shares of Transocean ASA.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
The Index to Exhibits to this report is incorporated herein by
reference.
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SIGNATURE
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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 hereunto duly authorized.
SONAT OFFSHORE DRILLING INC.
By /s/ Robert L. Long
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Date: June 20, 1996 Robert L. Long
Senior Vice President
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
99.1 Letter agreement, dated May 20,
1996, between the Company and
Tiger Management Corp.
</TABLE>
SONAT OFFSHORE DRILLING INC.
4 Greenway Plaza
Houston, Texas 77046
May 20, 1996
Tiger Management Corp.
101 Park Avenue
New York, New York
Re: Transocean ASA
--------------
Ladies and Gentlemen:
As you know, Sonat Offshore Drilling Inc., a Delaware corporation
("SODI"), is in discussions with Transocean ASA, a Norwegian company
("Transocean"), providing for a business combination in which (i) each share of
SODI Common Stock would be converted into one share of Common Stock of a newly
formed holding company (a "Holding Company Transaction") and (ii) the
outstanding shares of Transocean (the "Transocean Shares") would be converted
into (x) .515 of a share of holding company Common Stock per Transocean Share
for 80% of the outstanding Transocean Shares and (y) $27.25 per Transocean
Share for 20% of the outstanding Transocean Shares.
Tiger Management Corp. (the "Stockholder") has advised SODI that it is
the beneficial owner of 9,315,762 Transocean Shares (the "Stockholder's
Shares") and that Stockholder wishes to induce SODI to make an offer to acquire
the Transocean Shares on improved terms. Accordingly, SODI and the Stockholder
agree as follows:
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1. SODI agrees to commence a "takeover bid" (as defined in the Norwegian
Stock Exchange Regulations) for all of the outstanding Transocean Shares (the
"Transocean Bid"), or to cause a subsidiary of SODI that will consummate a
Holding Company Transaction upon closing of such takeover bid (either SODI or
such subsidiary, the "Offeror") to commence the Transocean Bid, for all of the
Transocean Shares for consideration per Transocean Share not less than (i) a
fraction of a share of Offeror Common Stock equal to the "Share Amount" (as
defined below) per Transocean Share for 80% of the outstanding Transocean
Shares (with cash being paid in lieu of fractional shares of Offeror Common
Stock) and (ii) $27.25 per Transocean Share with respect to the number of
tendered and not withdrawn Transocean Shares in excess of 80% of the
outstanding Transocean Shares, subject to proration if cash consideration is
oversubscribed or undersubscribed. For purposes of this Agreement, the "Share
Amount" shall mean .53 (the "Initial Fraction") of a share of Offeror Common
Stock, provided that if the average of the closing prices of the SODI Common
Stock on the NYSE Composite Tape for the 10 trading days ending with the second
business day preceding the commencement date of the Transocean Bid (the "SODI
Average Price") multiplied by the Initial Fraction is greater than $32.00 or
less than $25.08 (such lower price, the "Floor Price," and whichever price
limit has been passed, the "Collar Price"), then the Share Amount shall be
adjusted to equal a fraction (rounded to the nearest one thousandth) that, when
multiplied by the SODI Average Price, equals the Collar Price. The Transocean
Bid shall be subject to the due tender and nonwithdrawal of more than 80% of
the outstanding Transocean Shares (the "Minimum Tender Condition"), approval by
the holders of a majority of the outstanding shares of SODI Common Stock of an
increase in the authorized number of shares of SODI Common Stock to 150 million
or, if applicable, approval of the Holding Company Transaction and the issuance
of Offeror Common Stock pursuant to the Transocean Bid (the "Shareholder
Approval Condition"), compliance with applicable legal requirements and other
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specified conditions, any of which may be waived by the Offeror. SODI shall
mail to its shareholders proxy material seeking satisfaction of the Shareholder
Approval Condition at substantially the same time that it commences the
Transocean Bid.
2. Stockholder irrevocably agrees to duly tender all of the
Stockholder's Shares pursuant to the terms of the Transocean Bid and not
withdraw such shares, provided that the Stockholder may terminate this
Agreement by written notice to SODI if SODI shall not have filed with the
Securities and Exchange Commission (the "SEC") a registration statement
relating to the Offeror Common Stock to be issued in the Transocean Bid by the
30th day after the date hereof or if the Transocean Bid shall not have been
commenced by the 75th day after the date hereof (provided that if the staff of
the SEC has given Offeror comments on such registration statement and Offeror
shall have responded to such comments by such 75th day, such 75th day shall be
extended to the 90th day after the date hereof). Stockholder shall not dispose
of or encumber any of the Stockholder Shares so long as this agreement is in
effect. In the event of any increase or decrease or other change in the
Transocean Shares by reason of stock dividends, split-ups, recapitalizations,
combinations, or the like, the number of Stockholder Shares and the economic
terms of the Transocean Bid shall be adjusted appropriately. If prior to the
termination of this agreement SODI purchases Transocean Shares at a price
higher than the purchase price to be paid for the Stockholder's Shares
hereunder or provides other consideration to a holder of Transocean Shares to
induce the sale of such Transocean Shares to SODI, then SODI shall make a
written offer to Stockholder of substantially the same arrangement, which
Stockholder shall have three NYSE trading days to accept by giving written
notice thereof to SODI.
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3. This agreement may be terminated by SODI giving written notice to
Stockholder if SODI's Board of Directors shall not have approved this agreement
on May 20, 1996. Either party may terminate this agreement by written notice
to the other if (i) Offeror shall not have purchased the Stockholder's Shares
on or before the 45th day after commencement of the Transocean Bid, (ii) a
court of competent jurisdiction shall have issued an order that shall be final
and nonappealable that prohibits or makes illegal the performance of this
agreement or the purchase of Transocean Shares pursuant to the Transocean Bid,
or (iii) the Shareholder Approval Condition shall not have been satisfied on or
before the 45th day after commencement of the Transocean Bid. This agreement
shall terminate immediately upon the termination of the Transocean Bid without
the acceptance for purchase of the Transocean Shares duly tendered and not
withdrawn.
4. The laws of the State of New York shall govern this agreement.
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Please indicate your agreement with the foregoing by signing below.
Very truly yours,
SONAT OFFSHORE DRILLING INC.
By: /s/ J. Michael Talbert
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Name: J. Michael Talbert
Title: Chairman of the Board &
Chief Executive Officer
AGREED:
TIGER MANAGEMENT CORP.
By: /s/ Michael D. Bills
--------------------------------
Name: Michael D. Bills
Title: Chief Operating Officer &
Senior Managing Director
