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): April 25, 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
By press release dated April 25, 1996 (attached as Exhibit 99.1 hereto),
Sonat Offshore Drilling Inc. (the "Company") announced that it had made a
proposal to the Board of Directors of Transocean ASA ("Transocean"), a
Norwegian company, for a business combination between the Company and
Transocean. By press release dated May 2, 1996 (attached as Exhibit 99.2
hereto), the Company announced that it had reached an agreement in principle
with Transocean for a business combination transaction between the companies.
By press release dated May 3, 1996 (attached as Exhibit 99.3 hereto), the
Company clarified its May 2 press release. By press release dated May 10, 1996
(attached as Exhibit 99.4 hereto), the Company announced that Transocean, after
consideration of a business combination proposal from another company, had
determined to proceed with the business combination with the Company.
By press release dated May 20, 1996 (attached as Exhibit 99.5 hereto),
the Company announced that it had revised the terms of its previously disclosed
business combination proposal with Transocean and that Tiger Management Corp.
("Tiger"), the owner of approximately 17.2% of the outstanding Transocean
shares, had entered into in agreement with the Company to tender its Transocean
shares to the Company on the revised terms. Tiger is entitled to terminate
such agreement if the exchange offer by the Company for Transocean shares (the
"Exchange Offer") shall not have been commenced by the 75th day after May 20,
1996, the date of such agreement (provided that if the staff of the Securities
and Exchange Commission (the "SEC") has given the Company comments on the
Company's registration statement relating to the Common Stock to be issued in
the Exchange Offer and the Company shall have responded to such comments by
such 75th day, such 75th day shall be extended to the 90th day after the date
of such agreement). Either the Company or Tiger may terminate the agreement by
written notice to the other if (i) the Company shall not have purchased Tiger's
Transocean shares on or before the 45th day after commencement of the Exchange
Offer, (ii) a court of competent jurisdiction shall have issued an order that
shall be final and nonappealable that prohibits or makes illegal the
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performance of the agreement or the purchase of Transocean shares pursuant to
the Exchange Offer, or (iii) the shareholders of the Company shall not have
approved certain matters relating to the business combination with Transocean
on or before the 45th day after commencement of the Exchange Offer. The
agreement terminates immediately upon the termination of the Exchange Offer
without the acceptance for purchase of the Transocean shares duly tendered and
not withdrawn.
ITEM 7 FINANCIAL STATEMENTS AND EXHIBITS
The Index to Exhibits to this report is incorporated herein by
reference.
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SIGNATURE
---------
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/ Eric B. Brown
--------------------------------------
Date: June 11, 1996 Eric B. Brown
Vice President, General Counsel and
Secretary
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INDEX TO EXHIBITS
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Exhibit No. Description
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99.1 Press release of the Company dated
April 25, 1996.
99.2 Press release of the Company dated
May 2, 1996.
99.3 Press release of the Company,
dated May 3, 1996.
99.4 Press release of the Company,
dated May 10, 1996.
99.5 Press release of the Company,
dated May 20, 1996.
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SONAT OFFSHORE DRILLING Sonat Offshore Drilling Inc.
Post Office Box 2765
Houston TX 77252 2765
713 871 7500
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NEWS
SONAT OFFSHORE DRILLING ANNOUNCES PROPOSAL FOR TRANSOCEAN
HOUSTON, April 25 / PRNewswire/ -- Sonat Offshore Drilling Inc. (NYSE:
RIG) today announced that it had made a proposal to the Board of Directors of
Transocean ASA, a Norwegian based offshore drilling company with shares traded
on the Oslo Stock Exchange, for a business combination of Sonat Offshore and
Transocean. Sonat Offshore proposed a merger of the two companies in which
Transocean would receive a package of stock and cash of approximately 80% stock
and the balance in cash. Each Transocean share would be converted into .4004
Sonat Offshore shares and $5.34 in cash. The proposal contemplates the
formation of a holding company to effect the combination.
J. Michael Talbert, Chairman and Chief Executive Officer of Sonat
Offshore stated: "We are pleased to have had the opportunity to make this
proposal to Transocean following its announcement that it was studying its
alternatives. We conveyed this proposal at a meeting held on April 24 in New
York between representatives of the two companies. We are excited about the
prospects for the two companies and believe that it represents a tremendous
opportunity for the shareholders of both companies."
Sonat Offshore Drilling is a worldwide offshore drilling company engaged
in contract drilling of oil and gas wells. Headquartered in Houston, the
Company specializes in technically demanding segments of the offshore drilling
market including deep-water, harsh environment, and turnkey drilling.
-0- 4/25/96
/CONTACT: Jeffrey L. Chastain, Sonat Offshore Drilling, 713-871-7551/
(RIG)
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SONAT OFFSHORE DRILLING Sonat Offshore Drilling Inc.
Post Office Box 2765
Houston TX 77252 2765
713 871 7500
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NEWS RELEASE
Contact: Jeffrey L. Chastain
713 871 7551 FOR RELEASE: MAY 2, 1996
SONAT OFFSHORE DRILLING ANNOUNCES AGREEMENT IN PRINCIPLE WITH TRANSOCEAN ASA
Sonat Offshore Drilling Inc. (NYSE: RIG) announced that it and
Transocean ASA, a Norwegian based drilling company traded on the Oslo Stock
Exchange, had reached an agreement in principle for the combination of Sonat
Offshore and Transocean. Under the contemplated transaction, a U.S. Holding
Company called Transocean Offshore would be formed to own Sonat Offshore and
Transocean. As a result of the transaction, each share of Sonat Offshore would
be converted into one share of the Holding Company and each share of Transocean
would be converted into the right to receive value equivalent to 0.515 shares
of Transocean Offshore comprised of 80% stock and 20% cash, which cash payment
is equal to U.S. $5.45.
J. Michael Talbert would serve as Chairman of the Board and Chief
Executive Officer of the company. Reidar Lund, currently President and Chief
Executive Officer of Transocean, would be responsible for the company's
European operations and will be a member of the Board. The Holding Company
board would be comprised of nine directors in addition to the chairman. A
total of four directors would be nominated by Transocean. Application would be
made to list the Holding Company's stock on the New York and Oslo Stock
Exchanges. Consummation of the combination is subject to the approval of the
Boards of both companies and their respective shareholders as well as all
applicable regulatory authorities.
Sonat Offshore and Transocean are cooperating to promptly file for
approval under the Hart-Scott-Rodino Act.
J. Michael Talbert, Chairman and Chief Executive Officer of Sonat
Offshore Drilling stated: "We are truly excited about our agreement with
Transocean. Transocean Offshore will be the premier deepwater and harsh
environment drilling company with exceptional opportunities for our
shareholders and employees as well as unparalleled capabilities for our
customers."
Sonat Offshore Drilling is a worldwide offshore drilling company engaged
in contract drilling of oil and gas wells. Headquartered in Houston, the
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Company specializes in technically demanding segments of the offshore drilling
market including deep-water, harsh environment, and turnkey drilling.
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SONAT OFFSHORE DRILLING Sonat Offshore Drilling Inc.
Post Office Box 2765
Houston TX 77252 2765
713 871 7500
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NEWS
SONAT OFFSHORE DRILLING CLARIFIES AGREEMENT WITH TRANSOCEAN
HOUSTON, May 3 /PRNewswire/ -- Sonat Offshore Drilling Inc. (NYSE: RIG)
today clarified that its agreement in principle to combine with Transocean ASA,
a Norwegian drilling company, is based upon the formation of a U.S. Holding
Company called Transocean Offshore which would own Sonat Offshore Drilling and
Transocean ASA. Each Sonat Offshore Drilling share would be converted into the
right to receive one share of Transocean Offshore stock. Each share of
Transocean ASA would be converted into the right to receive .412 shares of
Transocean Offshore stock and $5.45 in cash (equivalent in value to .515 shares
of Sonat Offshore stock based upon a closing price of $52.875 with 80% of the
value in stock and 20% in cash).
Sonat Offshore Drilling is a worldwide offshore drilling company engaged
in contract drilling of oil and gas wells. Headquartered in Houston, the
Company specializes in technically demanding segments of the offshore drilling
market including deep-water, harsh environment, and turnkey drilling.
-0- 5/3/96
/CONTACT: Jeffrey L. Chastain, Sonat Offshore Drilling, 713-871-7551/
(RIG)
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SONAT OFFSHORE DRILLING Sonat Offshore Drilling Inc.
Post Office Box 2765
Houston TX 77252 2765
713 871 7500
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NEWS
SONAT OFFSHORE DRILLING AND TRANSOCEAN ASA TO PROCEED WITH MERGER
HOUSTON, May 10 /PRNewswire/ -- Sonat Offshore Drilling Inc. (NYSE:
RIG) announced today that it had been informed by the Board of Directors of
Transocean ASA (Transocean), after consideration of a revised proposal from
Reading & Bates Corporation, of Transocean's intention to proceed with its
previously announced combination with Sonat Offshore Drilling Inc.
J. Michael Talbert, Chairman and Chief Executive Officer of Sonat
Offshore Drilling said, "We and Transocean have reaffirmed our intention to
proceed with the most exciting combination this industry has seen in years.
This is a combination for the twenty-first century. We believe our proposal is
a financially and strategically exceptional alternative for Transocean and the
Board of Transocean clearly agrees. When compared to Reading & Bates
Corporation, we believe Sonat Offshore Drilling possesses a superior balance
sheet and following the proposed combination with Transocean, results in a
financially superior offshore drilling company. Additionally, the combined
companies represent the most complementary fleets, operations and cultures.
There is no better strategic drilling investment available today than that
resulting from the combination of these dominant fleets in the North Sea and
the deep-water Gulf of Mexico."
Sonat Offshore Drilling is a worldwide offshore drilling company engaged
in contract drilling of oil and gas wells. Headquartered in Houston, the
Company specializes in technically demanding segments of the offshore drilling
market including deep-water, harsh environment, and turnkey drilling.
-0- 5/10/96
/CONTACT: Jeffrey L. Chastain, Sonat Offshore Drilling, 713-871-7551/
(RIG)
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SONAT OFFSHORE DRILLING Sonat Offshore Drilling Inc.
Post Office Box 2765
Houston TX 77252 2765
713 871 7500
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NEWS
SONAT OFFSHORE DRILLING REVISES OFFER FOR TRANSOCEAN ASA, RECEIVES COMMITMENT
FROM LARGEST SHAREHOLDER
HOUSTON, May 20 /PRNewswire/ -- Sonat Offshore Drilling Inc. (NYSE:
RIG) today announced that it had revised its previously announced proposal to
combine with Transocean ASA (Transocean) and received the commitment of
Transocean's largest shareholder to support the transaction.
Sonat Offshore Drilling said that it planned to offer .53 of a share of
Sonat Offshore Drilling common stock per Transocean share for 80% of the
outstanding Transocean shares and $27.25 per Transocean share for the remaining
Transocean shares. Sonat Offshore Drilling said that the share exchange ratio
offered would be subject to a collar, such that at the time the offer is to be
made, the value for Transocean shares would be between $25.08 and $32.00, based
on the average Sonat Offshore Drilling closing stock prices for a specified
time period. Consummation of the transaction would be subject to tender and
nonwithdrawal of more than 80% of the outstanding Transocean shares, approval
of the transaction by the stockholders of Sonat Offshore Drilling and other
conditions to be specified.
Sonat Offshore Drilling said that Transocean's largest stockholder,
Tiger Management Corp., the owner of approximately 17.2% of the outstanding
Transocean shares, had entered into an agreement with Sonat Offshore Drilling
to tender its Transocean shares in the Sonat Offshore Drilling offer on the
terms described above.
J. Michael Talbert, Chairman and Chief Executive Officer of Sonat
Offshore Drilling, said, "We have competed hard to win the support of
Transocean's Board of Directors and its largest shareholder. When a highly
sophisticated investor commits to a deal that is supported by a Board comprised
of investors, business people and employees, that is a strong message that all
parties involved have come out winners."
Kristian Siem, Chairman of the Board of Transocean ASA added, "We are
delighted that Sonat Offshore Drilling made this strong gesture to improve the
proposal that had already won our firm support. Such a step proves we selected
the right party with which to form a powerful company."
Sonat Offshore Drilling is a worldwide offshore drilling company engaged
in contract drilling of oil and gas wells. Headquartered in Houston, the
Company specializes in technically demanding segments of the offshore drilling
market including deepwater, harsh environment, and turnkey drilling.
-0- 5/10/96
/CONTACT: Jeffrey L. Chastain, Sonat Offshore Drilling, 713-871-7551/
(RIG)
