As Filed with the Securities and Exchange Commission on September 20, 1996
Registration No. ----------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
TRANSOCEAN OFFSHORE INC.
---------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 72-0464968
---------------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4 Greenway Plaza, Houston, Texas 77046
---------------------------------------- -------------------
(Address of Principal Executive Offices) (Zip Code)
LONG-TERM INCENTIVE PLAN
---------------------------------------------------------------------
(Full title of the plan)
Copy to:
Eric B. Brown, Esq. Gloria W. Nusbacher, Esq.
Transocean Offshore Inc. Hughes Hubbard & Reed LLP
4 Greenway Plaza One Battery Park Plaza
Houston, Texas 77046 New York, N.Y. 10004
(713) 871-7500 (212) 837-6000
------------------------
(Name, address and telephone
number of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Amount Proposed Maximum Proposed Amount of
Securities to be Offering Price Maximum Aggregate Registration
to be Registered Registered* Per Share** Offering Price** Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $56.875 $56,875,000.00 $19,612.07
par value shares
$.01 per share
- ---------------------------------------------------------------------------------------------------------------------
Page 1 of 29 pages. (see footnotes on following page)
</TABLE>
<PAGE>
FOOTNOTES
- ---------
* This Registration Statement also relates to such indeterminate number of
additional shares of the Registrant's Common Stock as may be issuable
pursuant to stock splits, stock dividends or similar transactions.
** The proposed maximum offering price per share of Common Stock and the
proposed maximum aggregate offering price are calculated solely for the
purpose of determining the registration fee pursuant to Rule 457(h) under
the Securities Act of 1933. Such prices are based on a price of $56.875,
which is the average of the high and low prices of the Common Stock on
September 18, 1996 as reported in the consolidated reporting system.
----------------------------------
The Registrant (formerly known as Sonat Offshore Drilling Inc.) has on file
with the Securities and Exchange Commission Registration Statement No.
33-64776, which relates to the issuance of 2,050,000 shares of the
Registrant's Common Stock under the Long-Term Incentive Plan of Sonat
Offshore Drilling Inc. Pursuant to Rule 429 under the Securities Act of
1933, the documents that are deemed to constitute the prospectus under this
Registration Statement will also be used in connection with securities
covered by such earlier registration statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents filed by Transocean Offshore Inc. (formerly
known as Sonat Offshore Drilling Inc.) (the "Company" or the "Registrant") with
the Securities and Exchange Commission are incorporated herein by reference:
(a) The Company's Prospectus/Offer to Purchase/Proxy Statement dated
August 2, 1996 (filed pursuant to Registration Statement on Form S-4 No.
333-09105);
(b) All reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (the "Exchange Act") after December
31, 1995; and
(c) The description of the Company's Common Stock contained in the
Company's registration statement therefor filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents.
Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of directors of a corporation to
the corporation or to any of its stockholders for monetary damage for a breach
of his fiduciary duty as a director, except in the case where the director
breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. The Company's Restated Certificate of
Incorporation contains a provision which eliminates directors' personal
liability as set forth above.
<PAGE>
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation or enterprise,
against any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
Article TENTH of the Restated Certificate of Incorporation of the
Company contains the following provisions:
"TENTH: No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended after the
date of this Certificate of Incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.
"The Corporation shall indemnify to the fullest extent permitted by the
laws of the State of Delaware as from time to time in effect any person who was
or is a party or is threatened to be made a party to, or otherwise requires
representation by counsel in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not an action by or in the right of the Corporation),
by reason of the fact that he is or was a director or officer of the
Corporation, or, while serving as a director or officer of the Corporation, is
or was serving at the request of the Corporation, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity. The right to indemnification conferred by this Article
TENTH also shall include the right of such persons to be paid in advance by the
Corporation for their expenses to the fullest extent permitted by the laws of
the State of Delaware as from time to time in effect. The right to
indemnification conferred on such persons by this Article TENTH shall be a
contract right.
<PAGE>
"Unless otherwise determined by the Board of Directors of the
Corporation, the Corporation shall indemnify to the fullest extent permitted by
the laws of the State of Delaware as from time to time in effect any person who
was or is a party or is threatened to be made a party to, or otherwise requires
representation by counsel in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not an action by or in the right of the Corporation),
by reason of the fact that he is or was an employee (other than an officer) or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity.
"The rights and authority conferred in this Article TENTH shall not be
exclusive of any other right that any person may have or hereafter acquire under
any statute, provision of this Certificate of Incorporation or the By-Laws of
the Corporation, agreement, vote of stockholders or disinterested directors or
otherwise.
"Neither the amendment nor repeal of this Article TENTH, nor the
adoption of any provision of the Certificate of Incorporation or By-Laws or of
any statute inconsistent with this Article TENTH, shall eliminate or reduce the
effect of this Article TENTH in respect of any acts or omissions occurring prior
to such amendment, repeal or adoption of an inconsistent provision."
The Company has purchased directors and officers liability insurance
which would indemnify the directors and officers of the Company against damages
arising out of certain kinds of claims which might be made against them based on
their negligent acts or omissions while acting in their capacity as such.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
<TABLE>
<CAPTION>
Number Description Method of Filing
- ------ ----------- ----------------
<S> <C> <C>
4(a) Restated Certificate of Incorporation of the Filed herewith
Company (including amendments dated September
3, 1996)
<PAGE>
4(b) Amendment dated September 3, 1996 to Restated Filed herewith
Certificate of Incorporation of the Company
to change the Company's name
4(c) Amendment dated September 3, 1996 to Restated Filed herewith
Certificate of Incorporation of the Company to
increase the authorized shares
4(d) By-laws of the Company Filed as Exhibit 3.2 to Amendment No. 4
to the Company's registration statement
on Form S-1 (No. 33-60992)
5 Opinion of Hughes Hubbard & Reed LLP as to the Filed herewith
legality of the securities being registered
23(a) Consent of Hughes Hubbard & Reed LLP Included in Exhibit 5
23(b) Consent of Ernst & Young, LLP Filed herewith
23(c) Consent of Coopers & Lybrand ANS Filed herewith
24(a) Powers of Attorney authorizing execution of the Filed herewith
Registration Statement and amendments thereto on
behalf of certain directors and officers of the
Registrant
24(b) Certified Copy of Resolutions adopted by the Filed herewith
Board of Directors of the Registrant
authorizing execution of the Registration
Statement and amendments thereto by Power
of Attorney
</TABLE>
Item 9. Undertakings
------------
(a) The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set forth
in the Registration Statement;
<PAGE>
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on this 20th day of
September, 1996.
TRANSOCEAN OFFSHORE INC.
By: /s/ J. Michael Talbert
------------------------------
J. Michael Talbert
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on this 20th day of September, 1996.
Signature Capacity
- --------- --------
(i) Principal Executive
Officer:
/s/ J. Michael Talbert
- ----------------------------------- Chairman of the Board and
(J. Michael Talbert) Chief Executive Officer
(ii) Principal Financial Officer:
/s/ Robert L. Long
- ----------------------------------- Senior Vice President and
(Robert L. Long) Chief Financial Officer
(iii) Principal Accounting Officer:
/s/ Barbara S. Koucouthakis
- ----------------------------------- Vice President and Controller
(Barbara S. Koucouthakis)
<PAGE>
(iv) A Majority of the Board of Directors:
/s/ Eric B. Brown
- ----------------------------------- Director
(J. Michael Talbert)*
- ----------------------------------- Director
(Richard D. Kinder)
/s/ Eric B. Brown
- ----------------------------------- Director
(Einar Kloster)*
/s/ Eric B. Brown
- ----------------------------------- Director
(Ronald L. Kuehn, Jr.)*
- ----------------------------------- Director
(Robert J. Lanigan)
/s/ Eric B. Brown
- ----------------------------------- Director
(Fridtjof Lorentzen)*
/s/ Eric B. Brown
- ----------------------------------- Director
(Max L. Lukens)*
/s/ Eric B. Brown
- ----------------------------------- Director
(Reidar Lund)*
/s/ Eric B. Brown
- ----------------------------------- Director
(Martin B. McNamara)*
/s/ Eric B. Brown
- ----------------------------------- Director
(Kristian Siem)*
- -----------------------------------
* By /s/ Eric B. Brown
-----------------------------
Eric B. Brown, as authorized
by Power of Attorney filed as Exhibit 24(a) to
this Registration Statement.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Description Method of Filing
- ------ ----------- ----------------
<S> <C> <C>
4(a) Restated Certificate of Incorporation of the Filed herewith
Company (including amendments dated September
3, 1996)
4(b) Amendment dated September 3, 1996 to Restated Filed herewith
Certificate of Incorporation of the Company
to change the Company's name
4(c) Amendment dated September 3, 1996 to Restated Filed herewith
Certificate of Incorporation of the Company
to increase the authorized shares
4(d) By-laws of the Company Filed as Exhibit 3.2 to Amendment No. 4
to the Company's registration statement
on Form S-1 (No. 33-60992)
5 Opinion of Hughes Hubbard & Reed LLP as to the Filed herewith
legality of the securities being registered
23(a) Consent of Hughes Hubbard & Reed LLP Included in Exhibit 5
23(b) Consent of Ernst & Young, LLP Filed herewith
23(c) Consent of Coopers & Lybrand ANS Filed herewith
24(a) Powers of Attorney authorizing execution of the Filed herewith
Registration Statement and amendments thereto on
behalf of certain directors and officers of the
Registrant
24(b) Certified Copy of Resolutions adopted by the Filed herewith
Board of Directors of the Registrant
authorizing execution of the Registration
Statement and amendments thereto by Power
of Attorney
</TABLE>
RESTATED CERTIFICATE OF INCORPORATION
OF
TRANSOCEAN OFFSHORE INC.
FIRST: The name of the Corporation is Transocean Offshore Inc.
SECOND: The address of the Corporation's registered office is 1209
Orange Street, City of Wilmington, County of New Castle, State of Delaware, and
the name of its registered agent thereat is The Corporation Trust Company.
THIRD: The purpose of the Corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General
Corporation Law of the State of Delaware (the "Delaware General Corporation
Law").
FOURTH: (A) The total number of shares of all classes of stock which
the Corporation shall have authority to issue is two hundred million
(200,000,000) shares, consisting of fifty million (50,000,000) shares of
Preferred Stock, par value $.10 per share ("Preferred Stock"), and one hundred
fifty million (150,000,000) shares of Common Stock, par value $.01 per share
("Common Stock"). Simultaneously with the effectiveness of this Restated
Certificate of Incorporation pursuant to Section 103 of the Delaware General
Corporation Law, the 1,000 shares of Common Stock, par value $.25 per share, of
the Corporation, which constitute all of the issued and outstanding capital
stock of the Corporation ("Prior Common Stock"), shall, without further action
on the part of the Corporation or the holder thereof, be automatically
reclassified as and changed into 12,700,000 shares of Common Stock, and all such
shares of Common Stock shall be fully paid and nonassessable, and each share of
Prior Common Stock held in the treasury of the Corporation shall be cancelled
and retired. Effective at such date and time, each certificate representing
shares of Prior Common stock shall be deemed to represent the total number of
shares of Common Stock into which the shares of Prior Common Stock so
represented on the face of such certificate shall have been reclassified and
changed pursuant to this Article FOURTH. As promptly as practicable thereafter,
the Corporation, upon delivery and surrender of existing certificates
representing shares of Prior Common Stock by the holder thereof, shall issue and
deliver or cause to be delivered to such holder a certificate or certificates
representing the number of shares of Common Stock into which the shares of Prior
Common Stock so represented on the face of such certificate so delivered and
surrendered shall have been reclassified and changed pursuant to this Article
FOURTH.
(B) The Board of Directors is authorized, subject to any
limitations prescribed by law, to provide for the issuance of the shares of
Preferred Stock in one or more series, and, by filing a certificate pursuant to
the Delaware General Corporation Law (the "Preferred Stock Designation"), to
establish by resolution or resolutions from time to time the number of shares to
be included in each such series, and to fix the designation, powers, preferences
and rights of the shares of each such series and any qualifications, limitations
<PAGE>
or restrictions thereof. The number of authorized shares of Preferred Stock may
be increased or decreased (but not below the number of shares thereof then
outstanding) by the affirmative vote of the holders of a majority of the shares
of Common Stock entitled to vote, without a vote of the holders of the Preferred
Stock or any series thereof, unless a vote of any such holders is required
pursuant to the Preferred Stock Designation(s) establishing the series of
Preferred Stock.
(C) Each holder of shares of Common Stock shall be entitled to
one vote for each share of Common Stock held of record on all matters on which
the holders of shares of Common Stock are entitled to vote. Subject to the
provisions of applicable law and any Preferred Stock Designation providing for
the issuance of any series of Preferred Stock, the holders of outstanding shares
of Common Stock shall have and possess the exclusive right to notice of
stockholders' meetings and the exclusive power to vote.
(D) Subject to all of the rights of the Preferred Stock, the
holders of the Common Stock shall be entitled to receive, when, as and if
declared by the Board of Directors, out of funds legally available therefor,
dividends payable in cash, stock or otherwise. Upon any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary, and after
the holders of the Preferred Stock of each series shall have been paid in full
the amounts to which they respectively shall be entitled, or a sum sufficient
for such payment in full shall have been set aside, the remaining net assets of
the Corporation shall be distributed pro rata to the holders of the Common Stock
in accordance with their respective rights and interests, to the exclusion of
the holders of the Preferred Stock.
FIFTH: (A) The directors need not be elected by ballot unless so
required by the By-Laws of the Corporation. Except as otherwise provided by any
Preferred Stock Designation, the number of directors of the Corporation shall be
fixed from time to time by or pursuant to the By-Laws of the Corporation.
(B) The directors of the Corporation, other than those who may
be elected pursuant to any Preferred Stock Designation, shall be divided into
three classes (Class I, Class II and Class III), with the term of office of one
class expiring each year. The membership of each class initially shall be as set
forth in a resolution adopted by the Board of Directors of the Corporation on or
prior to the date that this Restated Certificate of Incorporation becomes
effective under the Delaware General Corporation Law (the "Effective Date"). The
initial term of Class I directors shall expire at the first annual meeting of
stockholders following the Effective Date, the initial term of Class II
directors shall expire at the second annual meeting of stockholders following
the Effective Date and the initial term of Class III directors shall expire at
the third annual meeting of stockholders following the Effective Date. At each
annual meeting of stockholders, each class of directors whose term shall then
expire shall be elected to hold office for a three year term and until the
election and qualification of their respective successors in office.
(C) Subject to any Preferred Stock Designation, newly created
directorships resulting from any increase in the authorized number of directors
or any vacancies in the Board of Directors resulting from death, resignation,
<PAGE>
removal from office or any other cause, shall be filled solely by the Board of
Directors, acting by not less than a majority of the directors then in office,
even though less than a quorum, or by a sole remaining director, and not by the
stockholders. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director. Any director elected
to fill a newly created directorship or any vacancy on the Board of Directors
resulting from death, resignation, removal or any other cause shall hold office
for the remainder of the full term of the class of directors in which the new
directorship was created or the vacancy occurred and until such director's
successor shall have been elected and qualified. Directors shall continue in
office until others are chosen and qualified in their stead.
(D) Any director or the entire Board of Directors of the
Corporation may be removed from office only for cause and only by the
affirmative vote of the holders of a majority of the shares of capital stock of
the Corporation then entitled to vote in the election of such director or
directors. Notwithstanding the foregoing, whenever the holders of any one or
more classes or series of Preferred Stock from time to time outstanding shall
have the right, voting separately as a class or classes, to elect one or more
directors of the Corporation, the foregoing provisions of this paragraph shall
not apply with respect to the director or directors elected by such holders of
Preferred Stock. For purposes of this paragraph, "cause" shall be limited to (i)
action by a director involving willful malfeasance, which conduct has a material
adverse effect on the Corporation, or (ii) conviction of a director of a felony.
SIXTH: In furtherance and not in limitation of the powers conferred
upon it by law, the Board of Directors is expressly authorized to adopt, alter,
amend, adopt any provision inconsistent with or repeal the By-Laws of the
Corporation including, without limitation, By-Laws governing the conduct of, and
the matters which may properly be brought before, meetings of the stockholders
and By-Laws specifying the manner and extent to which prior notice shall be
given of the submission of proposals to be submitted at any meeting of
stockholders or of nominations of elections of directors to be held at any such
meeting. Stockholders may adopt, alter, amend, adopt any provision inconsistent
with or repeal the By-Laws of the Corporation only by an affirmative vote of 66
2/3% of the combined voting power of the then outstanding Voting Stock (as
defined in Article EIGHTH).
SEVENTH: Any action required or permitted to be taken by the
stockholders of the Corporation must be effected at a duly called annual or
special meeting of such stockholders or by the unanimous written consent of all
stockholders entitled to vote on such action, but otherwise may not be effected
by any consent in writing by such stockholders. Except as otherwise provided by
any Preferred Stock Designation, special meetings of stockholders for any
purpose or purposes shall be called solely by resolution of the Board of
Directors, acting by not less than a majority of the entire board, and the power
of stockholders to call a special meeting is specifically denied. No business
shall be transacted and no corporate action shall be taken at a special meeting
of stockholders other than that stated in the notice of such meeting.
EIGHTH: For the purposes of this Certificate of Incorporation:
<PAGE>
1. "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 (or any successor rule)
of the General Rules and Regulations under the Securities Exchange Act
of 1934, as amended.
2. A person shall be a "beneficial owner" of any Voting Stock:
(a) that such person or any of its Affiliates or Associates
beneficially owns, directly or indirectly; or
(b) that such person or any of its Affiliates or Associates
has (i) the right to acquire (whether such right is exercisable
immediately or only after the passage of time) pursuant to any
agreement, arrangement or understanding or upon the exercise of
conversion rights, exchange rights, warrants or options, or
otherwise or (ii) the right to vote or to direct the voting
thereof pursuant to any agreement, arrangement or understanding;
or
(c) that is beneficially owned, directly or indirectly, by
any other person with which such person or any of its Affiliates
or Associates has any agreement, arrangement or understanding for
the purpose of acquiring, holding, voting or disposing of any
shares of Voting Stock.
3. "person" shall mean any individual, firm, trust,
partnership, association, corporation or other entity.
4. "Sonat" shall mean Sonat Inc., a Delaware corporation, and
shall also include all successors to Sonat Inc. by way of merger,
consolidation or sale of all or substantially all of its assets, and
all subsidiary corporations and all partnerships, joint ventures,
associations and other entities in which Sonat owns (directly or
indirectly) fifty percent or more of the outstanding voting stock,
voting power, partnership interests or similar ownership interests,
but shall not include the Corporation and its subsidiaries.
5. "Subsidiary" shall mean any corporation of which a majority
of any class of equity security (as defined in Rule 3a11-1 of the
General Rules and Regulations under the Securities Exchange Act of
1934, as amended, but excluding a class of security that is an "equity
security" solely because it is convertible into, exercisable for or
exchangeable for a security that is an "equity security") is owned,
directly or indirectly, by the Corporation.
6. "Voting Stock" shall mean stock of all classes and series
of the Corporation entitled to vote generally in the election of
directors.
<PAGE>
NINTH: (A) In anticipation that (i) Sonat will be and will remain a
substantial stockholder of the Corporation, (ii) the Corporation and Sonat may
engage in the same or similar activities or lines of business and have an
interest in the same areas of corporate opportunities, (iii) the Corporation and
Sonat may enter into contracts or otherwise transact business with each other
and that the Corporation may derive benefits therefrom and (iv) the Corporation
may from time to time enter into contractual, corporate or business relations
with one or more of its directors or one or more corporations, partnerships,
associations or other organizations as to which one or more of its directors
serve as directors or officers or have a financial interest (collectively,
"Related Entities"), and in recognition of the benefits to be derived by the
Corporation through its continued contractual, corporate and business relations
with Sonat (including service of officers and directors of Sonat as directors of
the Corporation), the provisions of this Article NINTH are set forth to regulate
and define the conduct of certain affairs, contractual relationships and other
business relations of the Corporation as they may involve Sonat, Related
Entities and their respective officers and directors, and the powers, rights,
duties and liabilities of the Corporation and its officers, directors and
stockholders in connection therewith. The provisions of this Article NINTH are
in addition to, and not in limitation of, the provisions of the Delaware General
Corporation Law and the other provisions of this Restated Certificate of
Incorporation. Any contract or business relation which does not comply with the
procedures set forth in this Article NINTH shall not by reason thereof be deemed
void or voidable or result in any breach of any fiduciary duty, but shall be
governed by the provisions of this Restated Certificate of Incorporation, the
By-Laws, the Delaware General Corporation Law and by law.
(B) Sonat shall have no duty to refrain from (i) engaging in
the same or similar activities or lines of business as the Corporation, (ii)
doing business with any customer of the Corporation, or (iii) employing or
otherwise engaging any officer or employee of the Corporation, and neither Sonat
nor any officer or director thereof (except as provided in Section (C) below)
shall be liable to the Corporation or its stockholders for breach of any
fiduciary duty by reason of any such activities of Sonat or of such person's
participation therein. In the event that Sonat acquires knowledge of a potential
transaction or matter which may be a corporate opportunity for both Sonat and
the Corporation, Sonat shall have no duty to communicate or offer such corporate
opportunity to the Corporation and shall not be liable to the Corporation or its
stockholders for breach of any fiduciary duty as a stockholder of the
Corporation by reason of the fact that Sonat pursues or acquires such corporate
opportunity for itself, directs such corporate opportunity to another person, or
does not communicate information regarding such corporate opportunity to the
Corporation.
(C) In the event that a director or officer of the Corporation
who is also a director or officer of Sonat acquires knowledge of a potential
transaction or matter which may be a corporate opportunity for the Corporation
and Sonat, such director or officer of the Corporation (a) shall have fully
satisfied and fulfilled the fiduciary duty of such director or officer to the
Corporation and its stockholders with respect to such corporate opportunity, (b)
shall not be liable to the Corporation or its stockholders for breach of any
fiduciary duty by reason of the fact that Sonat pursues or acquires such
corporate opportunity for itself or directs such corporate opportunity to
another person or does not communicate information regarding such corporate
<PAGE>
opportunity to the Corporation, (c) shall be deemed to have acted in good faith
and in a manner such person reasonably believes to be in and not opposed to the
best interests of the Corporation and (d) shall be deemed not to have breached
his duty of loyalty to the Corporation or its stockholders and not to have
derived an improper personal benefit therefrom, if such director or officer acts
in a manner consistent with the following policy:
(i) a corporate opportunity offered to any person who is
an officer of the Corporation, and who is also a director but
not an officer of Sonat, shall belong to the Corporation
unless such opportunity is expressly offered to such person in
writing solely in his or her capacity as a director of Sonat,
in which case such opportunity shall belong to Sonat; (ii) a
corporate opportunity offered to any person who is a director
but not an officer of the Corporation, and who is also a
director or officer of Sonat, shall belong to the Corporation
only if such opportunity is expressly offered to such person
in writing solely in his or her capacity as a director of the
Corporation, and otherwise shall belong to Sonat; and (iii) a
corporate opportunity offered to any person who is an officer
of both the Corporation and Sonat shall belong to Sonat unless
such opportunity is expressly offered to such person in
writing solely in his or her capacity as an officer of the
Corporation, in which case such opportunity shall belong to
the Corporation.
(D) If any contract, agreement, arrangement or transaction
between the Corporation and Sonat involves a corporate opportunity and is
approved in accordance with the procedures set forth in Section (E) of this
Article NINTH, Sonat and its officers and directors shall also have fully
satisfied and fulfilled their fiduciary duties to the Corporation and its
stockholders with respect thereto under this Article NINTH. Any such contract,
agreement, arrangement or transaction involving a corporate opportunity not so
approved shall not by reason thereof result in any breach of any fiduciary duty,
but shall be governed by the other provisions of this Article NINTH, this
Restated Certificate of Incorporation, the By-Laws, the Delaware General
Corporation Law and by law.
(E) No contract, agreement, arrangement or transaction between
the Corporation and Sonat or between the Corporation and one or more of the
directors or officers of the Corporation, Sonat or any Related Entity or between
the Corporation and any Related Entity shall be void or voidable for the reason
that Sonat, any Related Entity or one or more of the officers or directors of
the Corporation, Sonat or any Related Entities are parties thereto, or because
any such directors or officers are present at or participate in the meeting of
the Board of Directors or committee thereof which authorizes the contract,
agreement, arrangement or transaction, or because his, her or their votes are
counted for such purpose, and Sonat, any Related Entity and such directors and
officers (a) shall have fully satisfied and fulfilled their fiduciary duties to
the Corporation and its stockholders with respect thereto, (b) shall not be
liable to the Corporation or its stockholders for any breach of fiduciary duty
by reason of any entering into, performance or consummation of any such
contract, agreement, arrangement or transaction, (c) shall, in the case of
officers and directors of the Corporation, be deemed to have acted in good faith
<PAGE>
and in a manner such person reasonably believes to be in and not opposed to the
best interests of the Corporation and (d) shall, in the case of officers and
directors of the Corporation, be deemed not to have breached their duties of
loyalty to the Corporation and its stockholders and not to have derived an
improper personal benefit therefrom, if:
(i) the material facts as to the contract, agreement,
arrangement or transaction are disclosed or are known to the
Board of Directors or the committee thereof which authorizes
the contract, agreement, arrangement or transaction, and the
Board of Directors or such committee in good faith authorizes
the contract, agreement, arrangement or transaction by the
affirmative vote of a majority of the disinterested directors,
even though the disinterested directors be less than a quorum;
or
(ii) the material facts as to the contract, agreement,
arrangement or transaction are disclosed or are known to the
holders of the Voting Stock, and the contract, agreement,
arrangement or transaction is specifically approved by vote of
the holders of a majority of the combined voting power of the
then outstanding shares of Voting Stock, voting together as a
single class, (other than any such Voting Stock owned by Sonat
or a Related Entity, as the case may be).
(F) Directors of the Corporation who are also directors or
officers of Sonat or any Related Entity may be counted in determining the
presence of a quorum at a meeting of the Board of Directors or of a committee
which authorizes the contract, agreement, arrangement or transaction.
(G) Any person purchasing or otherwise acquiring any interest
in shares of the stock of the Corporation shall be deemed to have notice of and
to have consented to the provisions of this Article NINTH.
(H) For purposes of this Article NINTH:
(i) A director of the Corporation who is Chairman of the
Board of Directors of the Corporation or of a committee
thereof shall not be deemed to be an officer of the
Corporation by reason of holding such position (without regard
to whether such position is deemed an office of the
Corporation under the By-Laws of the Corporation), unless such
person is a full-time employee of the Corporation;
(ii) the "Corporation" shall include all subsidiary
corporations and all partnerships, joint ventures,
associations and other entities in which the Corporation owns
(directly or indirectly) fifty percent or more of the
outstanding voting stock, voting power, partnership interests
or similar ownership interests; and any contract, agreement,
arrangement or transaction with any such entity, or with any
<PAGE>
officer or director thereof, shall be deemed to be a contract,
agreement, arrangement or transaction with the Corporation;
and
(iii) "corporate opportunities" shall include, but not be
limited to, business opportunities which the Corporation is
financially able to undertake, which are, from their nature,
in the line of the Corporation's business and are of practical
advantage to it, which are ones in which the Corporation has
an interest or a reasonable expectancy, and as to which by
embracing the opportunity, the self-interest of Sonat or an
officer or director of Sonat or the Corporation, as the case
may be, will be brought into conflict with that of the
Corporation.
(I) In addition to any requirements of law and any other
provision of this Restated Certificate of Incorporation or any Preferred Stock
Designation or the terms of any other securities of the Corporation (and
notwithstanding the fact that a lesser percentage may be specified by law, this
Restated Certificate of Incorporation, or any Preferred Stock Designation or the
terms of any other securities of the Corporation), the affirmative vote of the
holders of 66-2/3% or more of the combined voting power of the then outstanding
shares of Voting Stock, voting together as a single class, shall be required to
alter, amend or repeal, or adopt any provision inconsistent with, any provision
of this Article NINTH. Neither the alteration, amendment or repeal of this
Article NINTH, nor the adoption of any provision inconsistent with this Article
NINTH, shall eliminate or reduce the effect of this Article NINTH in respect of
any matter occurring, or any cause of action, suit or claim that, but for this
Article NINTH would accrue or arise, prior to such alteration, amendment, repeal
or adoption.
TENTH: No director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an improper
personal benefit. If the Delaware General Corporation Law is amended after the
date of this Certificate of Incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of a director of the Corporation shall be eliminated or limited to the fullest
extent permitted by the Delaware General Corporation Law, as so amended.
The Corporation shall indemnify to the fullest extent permitted by the
laws of the State of Delaware as from time to time in effect any person who was
or is a party or is threatened to be made a party to, or otherwise requires
representation by counsel in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not an action by or in the right of the Corporation),
by reason of the fact that he is or was a director or officer of the
Corporation, or, while serving as a director or officer of the Corporation, is
or was serving at the request of the Corporation, as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, or by reason of any action alleged to have been taken or
<PAGE>
omitted in such capacity. The right to indemnification conferred by this Article
TENTH also shall include the right of such persons to be paid in advance by the
Corporation for their expenses to the fullest extent permitted by the laws of
the State of Delaware as from time to time in effect. The right to
indemnification conferred on such persons by this Article TENTH shall be a
contract right.
Unless otherwise determined by the Board of Directors of the
Corporation, the Corporation shall indemnify to the fullest extent permitted by
the laws of the State of Delaware as from time to time in effect any person who
was or is a party or is threatened to be made a party to, or otherwise requires
representation by counsel in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (whether or not an action by or in the right of the Corporation),
by reason of the fact that he is or was an employee (other than an officer) or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, or by reason of any action alleged to
have been taken or omitted in such capacity.
The rights and authority conferred in this Article TENTH shall not be
exclusive of any other right that any person may have or hereafter acquire under
any statute, provision of this Certificate of Incorporation or the By-Laws of
the Corporation, agreement, vote of stockholders or disinterested directors or
otherwise.
Neither the amendment nor repeal of this Article TENTH, nor the
adoption of any provision of the Certificate of Incorporation or By-Laws or of
any statute inconsistent with this Article TENTH, shall eliminate or reduce the
effect of this Article TENTH in respect of any acts or omissions occurring prior
to such amendment, repeal or adoption of an inconsistent provision.
ELEVENTH: Anything contained in this Certificate of Incorporation or
the By-Laws of the Corporation or any provision of law that might otherwise
permit a lesser vote to the contrary notwithstanding, the affirmative vote of
the holders of a least 66 2/3% of the combined voting power of the then
outstanding shares of Voting Stock of the Corporation shall be required to
alter, amend, adopt any provision inconsistent with or repeal Article FIFTH,
Article SIXTH, Article SEVENTH, Article EIGHTH, or this Article ELEVENTH of this
Certificate of Incorporation.
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
SONAT OFFSHORE DRILLING INC.
SONAT OFFSHORE DRILLING INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
hereby certifies:
FIRST: That at a meeting duly called and held on July 26, 1996, the
Board of Directors of the Corporation adopted a resolution proposing and
declaring advisable that Article FIRST of the Restated Certificate of
Incorporation of the Corporation be amended to read as follows:
FIRST: The name of the Corporation is "Transocean
Offshore Inc."
SECOND: That at a special meeting of the stockholders of the
Corporation duly called and held on September 3, 1996, the stockholders duly
adopted the foregoing amendment.
THIRD: That the foregoing amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and attested by its duly authorized officers this 3rd day of September,
1996.
SONAT OFFSHORE DRILLING INC.
By --------------------------------
Donald R. Ray
Vice President
ATTEST:
By -----------------------------
Eric B. Brown
Secretary
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
SONAT OFFSHORE DRILLING INC.
SONAT OFFSHORE DRILLING INC., a corporation organized and existing
under the General Corporation Law of the State of Delaware (the "Corporation"),
hereby certifies:
FIRST: That at a meeting duly called and held on July 26, 1996, the
Board of Directors of the Corporation adopted a resolution proposing and
declaring advisable that the first sentence of Section (A) of Article FOURTH of
the Restated Certificate of Incorporation of the Corporation be amended to read
as follows:
FOURTH: (A) The total number of shares of all classes
of stock which the Corporation shall have authority to issue
is two hundred million (200,000,000) shares, consisting of
fifty million (50,000,000) shares of Preferred Stock, par
value $.10 per share ("Preferred Stock"), and one hundred
fifty million (150,000,000) shares of Common Stock, par
value $.01 per share ("Common Stock").
SECOND: That at a special meeting of the stockholders of the
Corporation duly called and held on September 3, 1996, the stockholders duly
adopted the foregoing amendment.
THIRD: That the foregoing amendment was duly adopted in accordance
with the applicable provisions of Section 242 of the General Corporation Law of
the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
signed and attested by its duly authorized officers this 3rd day of September,
1996.
SONAT OFFSHORE DRILLING INC.
By --------------------------------
Donald R. Ray
Vice President
ATTEST:
By -----------------------------
Eric B. Brown
Secretary
Hughes Hubbard & Reed LLP One Battery Park Plaza
- -------------------------- New York, New York 10004-1482
Telephone: 212-837-6000
Facsimile: 212-422-4726
September 20, 1996
Transocean Offshore Inc.
4 Greenway Plaza
Houston, Texas 77046
Ladies and Gentlemen:
Re: Long-Term Incentive Plan
------------------------
You have requested our opinion in connection with the Registration
Statement on Form S-8 (the "Registration Statement") of Transocean Offshore Inc.
(formerly known as Sonat Offshore Drilling Inc.) (the "Company") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to 1,000,000 shares (the "Shares")
of common stock, par value $.01 per share, of the Company to be issued in
accordance with the provisions of its Long-Term Incentive Plan (the "Plan").
In this connection, and as a basis for the opinion expressed below, we
have examined and relied on originals or copies, certified or otherwise
identified to our satisfaction, of such documents, corporate records and other
instruments, have made such inquiries as to questions of fact of officers and
representatives of the Company, and have made such examinations of law as we
have deemed necessary or appropriate for the purpose of giving this opinion. In
stating our opinion, we have assumed the authenticity of all documents submitted
to us as originals and the conformity to authentic original documents of all
documents submitted to us as certified, conformed or photostatic copies.
The opinion expressed below is restricted to matters controlled by the
federal laws of the United States and the General Corporation Law of the State
of Delaware. We are not members of the Delaware bar.
Based upon the foregoing, it is our opinion that when (i) the Shares
delivered upon exercise of stock options or stock appreciation rights or as
supplemental payments with respect thereto shall have been issued for cash or
other consideration in an amount at least equal to the aggregate par value of
such shares and in accordance with the terms of the Plan, (ii) the Shares
delivered as restricted stock subject to forfeiture upon a failure to render
specified future services or as supplemental payments with respect thereto shall
have been issued in consideration of the payment of cash or the rendition of
prior services in an amount at least equal to the aggregate par value of such
Shares, or delivered from the treasury of the Company, in either case in
accordance with the terms of the Plan, (iii) the Shares delivered as restricted
stock which are not subject to forfeiture or as supplemental payments with
respect thereto shall have been issued in consideration of the rendition of
prior services in an amount equal to the value of such Shares and in accordance
with the terms of the Plan, and (iv) the Share certificates shall have been duly
executed and delivered, the Shares will be validly issued, fully paid and
nonassessable.
In reaching our opinion with respect to the Shares described in clause
(ii) above, we have concluded that the fact that such Shares are subject to
forfeiture if the recipient thereof fails to provide services as specified in
the grant letter with respect thereto should be regarded as substantially
equivalent to a binding commitment to pay the balance of the purchase price over
the amount paid in cash or prior services upon issuance.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving consent, we do not admit that we are in the
category of persons whose consent is required under Section 7 of the Securities
Act or the Rules and Regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Hughes Hubbard & Reed LLP
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the Long-Term Incentive Plan (the "Plan") of
Transocean Offshore Inc. (formerly Sonat Offshore Drilling Inc.) of our reports
dated January 17, 1996, with respect to the consolidated financial statements of
Sonat Offshore Drilling Inc. included in Amendment No. 1 to the Registration
Statement on Form S-4 (No. 333-09105) for the year ended December 31, 1995, and
the related financial statement schedule incorporated by reference therein,
filed with the Securities and Exchange Commission. We also consent to the
reference to our firm under the caption "Experts" in the prospectus documents
relating to the Plan.
Ernst & Young LLP
Houston, Texas
September 19, 1996
CONSENT OF COOPERS & LYBRAND ANS, INDEPENDENT AUDITORS
We consent to the incorporation by reference into the Registration
Statement on Form S-8 of Transocean Offshore Inc. (formerly Sonat Offshore
Drilling Inc.) pertaining to the offering of 1,000,000 shares of Common Stock
pursuant to its Long-Term Incentive Plan (the "Plan") of our report dated June
15, 1996, except as to the information presented in Note 33, for which the date
is July 26, 1996 contained in the Registration Statement of Sonat Offshore
Drilling Inc. on Form S-4 (No. 333-09105), on our audits of the financial
statements of Transocean ASA and Subsidiaries as of December 31, 1995, 1994 and
1993.
Coopers & Lybrand ANS
Oslo, Norway
September 20, 1996
POWER OF ATTORNEY - LONG-TERM INCENTIVE PLAN
KNOW ALL MEN BY THESE PRESENTS, that the undersigned do hereby
constitute and appoint J. Michael Talbert, Robert L. Long, and Eric B. Brown,
and each of them, their true and lawful attorneys to execute in their names
(whether or on behalf of Transocean Offshore Inc. (the "Company"), as officers
or directors of the Company, or as members of the Executive Compensation
Committee of the Board of Directors of the Company) (a) any Registration
Statement on Form S-8 and any amendments (including post-effective amendments)
thereto to be filed with the Securities and Exchange Commission under the
Securities Act of 1933 relating to shares of Common Stock of the Company to be
issued under the Long-Term Incentive Plan of the Company, and (b) any
application related to the listing on any stock exchange of shares of Common
Stock of the Company to be issued under the Long-Term Incentive Plan of the
Company, and to file the same, with all exhibits thereto, and any other
documents in connection therewith, with the Securities and Exchange Commission
or any such stock exchange (as the case may be). Each of such attorneys shall
have and may exercise all powers to act hereunder with or without the others.
The undersigned do hereby ratify and confirm all that said attorneys and agents,
and each of them, shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have signed their names hereto as
of September 20, 1996.
/s/ J. Michael Talbert /s/ Ronald L. Kuehn, Jr.
- ------------------------------- --------------------------------
(J. Michael Talbert) (Ronald L. Kuehn, Jr.)
/s/ Robert L. Long
- ------------------------------- --------------------------------
(Robert L. Long) (Robert J. Lanigan)
/s/ Barbara S. Koucouthakis /s/ Max L. Lukens
- ------------------------------- --------------------------------
(Barbara S. Koucouthakis) (Max L. Lukens)
/s/ Martin B. McNamara
- ------------------------------- --------------------------------
(Richard D. Kinder) (Martin B. McNamara)
/s/ Einar Kloster /s/ Reidar Lund
- ------------------------------- --------------------------------
(Einar Kloster) (Reidar Lund)
/s/ Kristen Siem /s/ Fridtjof Lorentzen
- ------------------------------- --------------------------------
(Kristen Siem) (Fridtjof Lorentzen)
TRANSOCEAN OFFSHORE INC.
----------------------
SECRETARY'S CERTIFICATE
----------------------
I, Eric B. Brown, Secretary of Transocean Offshore Inc. (formerly
known as Sonat Offshore Drilling Inc.), a Delaware corporation (the "Company"),
hereby certify that attached hereto as Exhibit "A" is a true and correct copy of
certain resolutions duly adopted at a meeting of the Board of Directors of the
Company held on July 10, 1996, and that such resolutions have not been
amended or rescinded and remain in full force and effect.
IN WITNESS WHEREOF, I have hereunto signed my name in my capacity
as Secretary of the Company this 20th day of September, 1996.
/s/ Eric B. Brown
---------------------------------------------
Eric B. Brown
Secretary
<PAGE>
Exhibit A
RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS
OF SONAT OFFSHORE DRILLING INC.
ON JULY 10, 1996
RESOLVED, that the preparation of a Registration Statement or
Statements on Form S-8, including prospectuses, exhibits and other documents, to
be filed with the Securities and Exchange Commission (the "Commission") for the
purpose of registering under the Securities Act of 1933, as amended, the offer
and sale of 1,000,000 additional shares of common stock of the Company and
related Share Purchase Rights pursuant to the Long-Term Incentive Plan be and
hereby is in all respects approved; that the directors and officers of the
Company, and each of them, be and hereby are authorized to sign and execute on
their own behalf, or in the name and on behalf of the Company, or both, as the
case may be, such Registration Statement or Statements; and that the officers of
the Company, and each of them, be and hereby are authorized to cause such
Registration Statement or Statements, so executed, to be filed with the
Commission; and
FURTHER RESOLVED, that the directors and officers of the Company, and
each of them, be and hereby are authorized to sign and execute on their own
behalf, or in the name and on behalf of the Company, or both, as the case may
be, any and all amendments (including post-effective amendments) to such
Registration Statement or Statements, including amendments to the prospectuses
and amendments providing for the addition or amendment of exhibits and other
documents relating thereto or required by law or regulation in connection
therewith, all in such form as such directors and officers may deem necessary,
appropriate or desirable upon the advice of counsel, as conclusively evidenced
by their execution thereof; and that the officers of the Company, and each of
them, be and hereby are authorized to cause such amendment or amendments, so
executed, to be filed with the Commission; and
FURTHER RESOLVED, that each officer and director who may be required
to sign and execute the Registration Statement or Statements or any amendment
thereto or documents in connection therewith (whether for and on behalf of the
Company, or as an officer or director of the Company, or otherwise), be and
hereby is authorized to execute a power of attorney appointing J. Michael
Talbert, Robert L. Long, Eric B. Brown and Barbara S. Koucouthakis and each of
them, severally, his true and lawful attorney or attorneys to sign in his name,
place and stead in any such capacity such Registration Statement or Statements
and any and all amendments (including post-effective amendments) thereto and
documents in connection therewith, and to file the same with the Commission,
each of said attorneys to have full power and authority to do and perform, in
the name and on behalf of each of said officers and directors who shall have
executed such a power of attorney, every act whatsoever which such attorneys, or
any of them, may deem necessary, appropriate or desirable to be done in
connection therewith as fully as such officers or directors might or could do in
person; and
<PAGE>
FURTHER RESOLVED, that Eric B. Brown be and hereby is designated to
act on behalf of the Company as its agent for service for matters relating to
the Registration Statement or Statement with the powers enumerated in Rule 478
of the Rules and Regulations of the Commission under the Securities Act of 1933,
as amended; and
FURTHER RESOLVED, that the officers of the Company be and each hereby
is authorized and directed in the name and on behalf of the Company to take any
and all action which (with the advice of counsel) they may deem necessary or
advisable in order to effect the registration or qualification of part or all of
such additional shares of common stock subject to the Long-Term Incentive Plan
for offer and sale under the securities or Blue Sky laws of any of the states of
the United States of America or any foreign jurisdiction, and in connection
therewith to execute, acknowledge, verify, deliver, file and publish all such
applications, reports, issuer's covenants, consents to service of process,
resolutions and other documents, papers and instruments as may be required under
such laws, and to take any and all further action which they may deem necessary
or advisable in order to maintain any such registration or qualification for as
long as they deem to be in the best interests of the Company; and
FURTHER RESOLVED, that the officers of the Company be and each hereby
is authorized and directed to make application to the New York Stock Exchange,
Inc. (the "NYSE") for the listing thereon of the such 1,000,000 additional
shares of the Company's common stock reserved for issuance pursuant to the
Company's Long-Term Incentive Plan, together with the Share Purchase Rights
related to such shares; and
FURTHER RESOLVED, that in connection with the NYSE listing
application, the officers of the Company be and each hereby is authorized to
execute, in the name and on behalf of the Company and under its corporate seal
or otherwise, and to delivery and file all such applications, statements,
certificates, agreements, and other papers, specifically including, without
limitation, indemnity agreements for the benefit of NYSE relating to the use of
facsimile signatures, to pay such fees and to do any and all things, as shall be
necessary to accomplish such listing, and that the officers of the Company be
and each hereby is authorized to appear on behalf of the Company before the
appropriate committees or bodies of the NYSE as such appearance may be required;
and
FURTHER RESOLVED, that the officers of the Company be and each hereby
is authorized and empowered in the name and on behalf of the Company to take any
action (including, without limitation, the payment of expenses) and to execute
(by manual or facsimile signature) and deliver any and all agreements, letters,
documents or other writings, and to take all such other actions, that such
officer or officers may deem necessary, appropriate or desirable in order to
carry out the purposes and intents of each and all of the foregoing resolutions.
