<PAGE>
As filed with the Securities and Exchange Commission on June 29, 1998
Registration No. 333-________
================================================================================
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 76-0464968
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Address of Principal Executive Offices) (Zip Code)
------------------------
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
------------------------
ERIC B. BROWN
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
TRANSOCEAN OFFSHORE INC.
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Name and address of agent for service)
(713) 871-7500
(Telephone number, including area code, of agent for service)
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
Proposed Proposed maximum
Amount to be maximum offering aggregate offering Amount of
Title of securities to be registered registered price per share (2) price (2) registration fee
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 250,000(1) $43.63 $10,907,500 $3,218.00
============================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be issuable by reason of the
anti-dilution provisions of the Plan.
(2) Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high and
low sales prices reported on the New York Stock Exchange Composite Tape on
June 25, 1998
================================================================================
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information concerning the Employee
Stock Purchase Plan (the "Plan") required by Item 1 of Form S-8 and the
statement of availability of registrant information, Plan information and other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified by Rule 428. In accordance with Rule 428 and the requirements of
Part I of Form S-8, such documents are not being filed with the Securities and
Exchange Commission (the "Commission") either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424. The
registrant will maintain a file of such documents in accordance with the
provisions of Rule 428. Upon request, the registrant will furnish to the
Commission or its staff a copy of any or all of the documents included in such
file.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents, which Transocean Offshore Inc., a Delaware
corporation (the "Company") has filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), are
incorporated in this Registration Statement by reference and shall be deemed to
be a part hereof:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1998; and
(3) The description of the Company's common stock, par value
$0.01 per share (the "Common Stock"), contained in the Company's
Registration Statement on Form 8-A filed on May 12, 1993, as such
Registration Statement may be further amended from time to time for
the purpose of updating, changing or modifying such description;
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered hereby have been sold, or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in an
amendment hereto or in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
supplement to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Tenth of the Company's Amended and Restated Certificate of
Incorporation provides that to the fullest extent that the General Corporation
Law of the State of Delaware ("DGCL") permits the limitation or elimination of
the liability of directors, no director of the Company shall be personally
liable to the Company or its stockholders for damages for breach of fiduciary
duty as a director. Notwithstanding the foregoing, a director shall be liable to
the extent provided by applicable law (1) for any breach of the director's duty
of loyalty to the Company or its stockholders, (2) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (3) for any willful or negligent declaration of an unlawful dividend, stock
purchase or redemption or (4) for any transaction from which the director
derived any improper personal benefit.
Article Tenth of the Company's Amended and Restated Certificate of
Incorporation provides that the Company shall indemnify each person who was or
is made a party or is threatened to be made a party to or otherwise require
II-1
<PAGE>
representation by counsel in connection with any threatened, pending or
completed action, suit or proceeding, by reason of the fact that he is or was a
director or officer of the Company, or, while serving as such, is or was serving
at the request of the Company 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,
to the fullest extent permitted by the laws of the State of Delaware.
Section 145 of the DGCL authorizes the indemnification of directors
and officers against liability incurred by reason of being a director or officer
and against expenses (including attorney's fees) in connection with defending
any action seeking to establish such liability, in the case of third-party
claims, if the officer or director 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 in the case of actions by or in the right of the corporation,
if the officer or director 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 if
such officer or director shall not have been adjudged liable to the corporation,
unless a court otherwise determines. Indemnification is also authorized with
respect to any criminal action or proceeding where the officer or director had
no reasonable cause to believe his conduct was unlawful.
The Company has purchased directors and officers liability insurance
that would indemnify the directors and officers of the Company against damages
arising out of certain kinds of claims that 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>
Exhibit
Number Document Description
- ------- --------------------
<C> <S>
*4.1 -- Restated Certificate of Incorporation of the Company, including amendments dated September 3,
1996 (incorporated by reference to Exhibit 4(a) to the Company's Registration Statement on Form
S-8 (Registration No. 333-12475) dated September 20, 1996)
*4.2 -- Amendment dated September 3, 1996 to Restated Certificate of Incorporation of the Company
to change the Company's name (incorporated by reference to Exhibit 4(b) to the Company's
Registration Statement on Form S-8 (Registration No. 333-12475) dated September 20, 1996)
*4.3 -- Amendment dated September 3, 1996 to Restated Certificate of Incorporation of the Company
to increase authorized shares of common stock (incorporated by reference to Exhibit 4(c) to the
Company's Registration Statement on Form S-8 (Registration No. 333-12475) dated September
20, 1996)
*4.4 -- By-Laws of the Company (incorporated by reference to Exhibit 3-(2) to the Company's Form
10-K for the year ending December 31, 1993)
4.5 -- Employee Stock Purchase Plan
5 -- Opinion of Eric B. Brown, Esq.
23.1 -- Consent of Ernst & Young LLP
23.2 -- Consent of Eric B. Brown, Esq. (included in Exhibit 5)
24 -- Powers of Attorney
</TABLE>
- -------------------
* Incorporated by reference as indicated.
II-2
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned 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, represent a fundamental change in the information set forth
in the Registration Statement;
(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 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 undersigned 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 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.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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, the State of Texas, on June 30, 1998.
TRANSOCEAN OFFSHORE INC.
By: /s/ Robert L. Long
--------------------------------
Robert L. Long,
Senior Vice President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on June 30, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ J. Michael Talbert Chairman of the Board and Chief Executive Officer
- --------------------------------------------------------
J. Michael Talbert
(Principal Executive Officer)
/s/ Robert L. Long Senior Vice President, Treasurer and Chief Financial Officer
- --------------------------------------------------------
Robert L. Long
(Principal Financial Officer)
/s/ Barbara S. Koucouthakis Vice President and Controller
- --------------------------------------------------------
Barbara S. Koucouthakis
(Principal Accounting Officer)
* Director, President and Chief Operating Officer
- --------------------------------------------------------
W. Dennis Heagney
Director
- --------------------------------------------------------
Richard D. Kinder
* Director
- --------------------------------------------------------
Ronald L. Kuehn, Jr.
Director
- --------------------------------------------------------
Robert T. Lanigan
* Director
- --------------------------------------------------------
Fridtjof Lorentzen
* Director
- --------------------------------------------------------
Max L. Lukens
* Director
- --------------------------------------------------------
Martin B. McNamara
* Director
- --------------------------------------------------------
Kristian Siem
*By: /s/ Eric B. Brown
----------------------------------------------------
Eric B. Brown
Attorney in Fact
</TABLE>
II-4
<PAGE>
TRANSOCEAN OFFSHORE INC.
EMPLOYEE STOCK PURCHASE PLAN
(Effective May 14, 1998)
1. PURPOSE
The Transocean Offshore Inc. Employee Stock Purchase Plan (the "Plan") is
designed to encourage and assist all employees of Transocean Offshore Inc., a
Delaware corporation ("Transocean") and Subsidiaries (as defined in Section 4)
(hereinafter collectively referred to as the "Company"), where permitted by
applicable laws and regulations, to acquire an equity interest in Transocean
through the purchase of shares of common stock, par value $.01 per share, of
Transocean ("Common Stock"). It is intended that this Plan shall constitute an
"employee stock purchase plan" within the meaning of Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code").
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered and interpreted by the Finance and Benefits
Committee (the "Committee") appointed by the Board of Directors of Transocean
(the "Board"), which Committee shall consist of at least two (2) persons. The
Committee shall supervise the administration and enforcement of the Plan
according to its terms and provisions and shall have all powers necessary to
accomplish these purposes and discharge its duties hereunder including, but not
by way of limitation, the power to (a) employ and compensate agents of the
Committee for the purpose of administering the accounts of participating
employees; (b) construe or interpret the Plan; (c) determine all questions of
eligibility; and (d) compute the amount and determine the manner and time of
payment of all benefits according to the Plan.
The Committee may act by decision of a majority of its members at a regular
or special meeting of the Committee or by decision reduced to writing and signed
by all members of the Committee without holding a formal meeting. The Committee
may delegate its duties and authority under this Plan to one or more officers of
the Company, and actions taken by such duly authorized officers shall be deemed
to be actions of the Committee.
3. NATURE AND NUMBER OF SHARES
The Common Stock subject to issuance under the terms of the Plan shall be
shares of Transocean's authorized but unissued shares, previously issued shares
reacquired and held by Transocean or shares purchased on the open market. The
aggregate number of shares which may be issued under the Plan shall not exceed
two hundred fifty thousand (250,000) shares of Common Stock. All shares
purchased under the Plan, regardless of source, shall be counted against the two
hundred fifty thousand (250,000) share limitation.
In the event of any reorganization, stock split, reverse stock split, stock
dividend, combination of shares, merger, consolidation, offering of rights or
other similar change in the capital structure of Transocean, the Committee may
make such adjustment, if any, as it deems appropriate in the number, kind and
purchase price of the shares available for purchase under the Plan and in the
maximum number of shares which may be issued under the Plan, subject to the
approval of the Board and in accordance with Section 19.
4. ELIGIBILITY REQUIREMENTS
Each "Employee" (as hereinafter defined), except as described in the next
following paragraph, shall become eligible to participate in the Plan in
accordance with Section 5 on the first "Enrollment Date" (as defined therein)
following employment by the Company. Participation in the Plan is voluntary.
The following Employees are not eligible to participate in the Plan:
(a) Employees who would, immediately upon enrollment in the Plan, own
directly or indirectly, or hold options or rights to acquire, an aggregate of
five percent (5%) or more of the total combined voting power or value of
<PAGE>
all outstanding shares of all classes of the Company or any subsidiary (in
determining stock ownership of an individual, the rules of Section 424(d) of the
Code shall be applied, and the Committee may rely on representations of fact
made to it by the employee and believed by it to be true); and
(b) Employees of Transocean who are customarily employed for less than
twenty (20) hours per week or less than five (5) months in any calendar year;
and
(c) Employees of any Subsidiary who are excluded under the terms of any
agreement evidencing the adoption of the Plan.
"Employee" shall mean any individual employed by Transocean or any
Subsidiary (as hereinafter defined). "Subsidiary" shall mean any corporation (a)
which is in an unbroken chain of corporations beginning with Transocean if, on
or after the Effective Date, each of the corporations other than the last
corporation in the chain owns stock possessing fifty percent (50%) or more of
the total combined voting power of all classes of stock in one of the other
corporations in the chain and (b) which has adopted the Plan with the approval
of the Committee.
5. ENROLLMENT
Each eligible Employee of Transocean or any Subsidiary as of May 14, 1998
(the "Effective Date" herein) may enroll in the Plan as soon as administratively
feasible after the Effective Date, as determined by the Committee. Each other
eligible Employee of Transocean or a participating Subsidiary who thereafter
becomes eligible to participate may enroll in the Plan on the first January 1
following the date he first meets the eligibility requirements of Section 4.
Any eligible Employee not enrolling in the Plan when first eligible may enroll
in the Plan on any subsequent January 1. Any eligible Employee may enroll or
re-enroll in the Plan on the dates hereinabove prescribed or such other specific
dates established by the Committee from time to time ("Enrollment Dates"). In
order to enroll, an eligible Employee must complete, sign and submit the
appropriate form to the person designated by the Committee.
6. METHOD OF PAYMENT
Payment for shares is to be made as of the applicable "Purchase Date" (as
defined in Section 9) through payroll deductions on an after-tax basis (with no
right of prepayment) over the Plan's designated purchase period (the "Purchase
Period"), with the first such deduction commencing with the first payroll period
ending after the Enrollment Date. Each Purchase Period under the Plan shall be
a period of one (1) year beginning on each January 1 and ending on the following
December 31 or such other period as the Committee may prescribe; provided,
however, that the initial Purchase Period beginning on the Effective Date shall
commence on the Effective Date and end on December 31, 1998. Each participating
Employee (hereinafter referred to as a "Participant") will authorize such
deductions from his pay for each month during the Purchase Period and such
amounts will be deducted in conformity with his employer's payroll deduction
schedule; provided, however, that payroll withholding during the initial
Purchase Period will begin as soon as administratively feasible, after the
Effective Date, as is determined by the Committee in its discretion.
Each Participant may elect to make contributions each pay period in amounts
not less than fifty dollars ($50), not to exceed a monthly contribution equal to
ten percent (10%) of the Participant's monthly compensation (base pay and
overtime pay associated with base pay, but excluding premium or special pay and
overtime associated therewith) (or such other dollar amounts as the Committee
may establish from time to time before an Enrollment Date for all purchases to
occur during the relevant Purchase Period). In establishing other dollar
amounts of permitted contributions, the Committee may take into account the
"Maximum Share Limitation" (as defined in Section 8). The rate of contribution
shall be designated by the Participant in the enrollment form.
A Participant may elect to increase or decrease the rate of contribution
effective as of the first day of the Purchase Period by giving prior written
notice to the person designated by the Committee on the appropriate form. A
Participant may not elect to increase or decrease the rate of contribution
during a Purchase Period. A Participant may suspend payroll deductions at any
time during the Purchase Period, by giving prior written notice to the person
designated by the Committee on the appropriate form. If a Participant elects to
suspend his payroll deductions, such Participant's account will continue to
accrue interest and will be used to purchase stock at the end of the Purchase
Period. A Participant may also elect to withdraw his entire contributions for
the current Purchase Period in accordance with
<PAGE>
Section 8, by giving prior written notice to the person designated by the
Committee on the appropriate form. Any Participant who withdraws his
contributions will receive, as soon as practicable, his entire account balance,
including interest and dividends, if any. Any Participant who suspends payroll
deductions or withdraws contributions during any Purchase Period cannot resume
payroll deductions during such Purchase Period and must re-enroll in the Plan in
order to participate in the next Purchase Period.
Except in case of cancellation of election to purchase, death, resignation
or other terminating event, the amount in a Participant's account at the end of
the Purchase Period will be applied to the purchase of Common Stock.
7. CREDITING OF CONTRIBUTIONS, INTEREST AND DIVIDENDS
Contributions shall be credited to a Participant's account as soon as
administratively feasible after payroll withholding. Unless otherwise
prohibited by laws and regulations, Participant contributions will receive
interest at a rate realized for the investment vehicle or vehicles designated by
the Committee for purposes of the Plan. Interest will be credited to a
Participant's account from the first date on which such Participant's
contributions are deposited with the investment vehicle until the earlier of (a)
the end of the Purchase Period or (b) in the event of cancellation, death,
resignation or other terminating event, the last day of the month prior to the
date on which such contributions are returned to the Participant. Dividends on
shares held in a Participant's account in the Plan will also be credited to such
Participant's account if the Participant is enrolled for the Purchase Period in
which the dividends are paid. Any such contributions, interest and dividends
shall be deposited in or held by a bank or financial institution designated by
the Committee for this purpose (the "Custodian").
8. GRANT OF RIGHT TO PURCHASE SHARES ON ENROLLMENT
Enrollment in the Plan by an Employee on an Enrollment Date will constitute
the grant by the Company to the Participant of the right to purchase shares of
Common Stock under the Plan. Re-enrollment by a Participant in the Plan will
constitute a grant by the Company to the Participant of a new opportunity to
purchase shares on the Enrollment Date on which such re-enrollment occurs. A
Participant who has not (a) terminated employment, (b) withdrawn his
contributions from the Plan, or (c) notified the Company in writing, by December
1 (or such date as the Committee shall establish), of his election to withdraw
his payroll deductions plus interest as of December 31 will have shares of
Common Stock purchased for him on the applicable Purchase Date, and he will
automatically be re-enrolled in the Plan on the Enrollment Date immediately
following the Purchase Date on which such purchase has occurred, unless each
Participant notifies the person designated by the Committee on the appropriate
form that he elects not to re-enroll.
Each right to purchase shares of Common Stock under the Plan during a
Purchase Period shall have the following terms:
(a) the right to purchase shares of Common Stock during a particular
Purchase Period shall expire on the earlier of: (A) the completion of the
purchase of shares on the Purchase Date occurring in the Purchase Period, or (B)
the date on which participation of such Participant in the Plan terminates for
any reason;
(b) payment for shares purchased will be made only through payroll
withholding and the crediting of interest and dividends, if applicable, in
accordance with Sections 6 and 7;
(c) purchase of shares will be accomplished only in accordance with
Section 9;
(d) the price per share will be determined as provided in Section 9;
(e) the right to purchase shares (taken together with all other such rights
then outstanding under this Plan and under all other similar stock purchase
plans of Transocean or any Subsidiary) will in no event give the Participant the
right to purchase a number of shares during a calendar year in excess of the
number of shares of Common Stock derived by dividing twenty-five thousand
dollars ($25,000) by the fair market value of the Common Stock (the "Maximum
Share Limitation") on the applicable Grant Date determined in accordance with
Section 9;
(f) shares purchased under this Plan may not be sold within three (3)
months of the Purchase Date, unless
<PAGE>
the Compensation Committee, in its sole discretion, waives this requirement; and
(g) the right to purchase shares will in all respects be subject to the
terms and conditions of the Plan, as interpreted by the Committee from time to
time.
9. PURCHASE OF SHARES
The right to purchase shares of Common Stock granted by the Company under
the Plan is for the term of a Purchase Period. The fair market value of the
Common Stock ("Fair Market Value") to be purchased during such Purchase Period
will be the closing composite sales price per share of the Common Stock in the
New York Stock Exchange Composite Transactions Quotations on the first trading
day of the calendar month of January, or such other trading date designated by
the Committee (the "Grant Date"); provided, however, that for the Purchase
Period which begins on the Effective Date, the Grant Date shall be the Effective
Date. The Fair Market Value of the Common Stock will again be determined in the
same manner on the last trading day of the calendar month of December, or such
other trading date designated by the Committee (the "Purchase Date"); however,
in no event shall the Committee, in the exercise of its discretion, designate a
Purchase Date beyond twelve (12) months from the related Enrollment Date or
otherwise fail to meet the requirements of Section 423(b)(7) of the Code. These
dates constitute the date of grant and the date of exercise for valuation
purposes of Section 423 of the Code.
As of the Purchase Date, the Committee shall apply the funds then credited
to each Participant's account to the purchase of whole shares of Common Stock.
The cost to the Participant for the shares purchased during a Purchase Period
shall be the lower of:
(a) eighty-five percent (85%) of the Fair Market Value of Common Stock on
the Grant Date; or
(b) eighty-five percent (85%) of the Fair Market Value of Common Stock on
the Purchase Date.
Certificates evidencing shares purchased shall be delivered to the
Custodian or to any other bank or financial institution designated by the
Committee for this purpose or delivered to the Participant (if the Participant
has elected by written notice to the Committee to receive the certificate) as
soon as administratively feasible after the Purchase Date; however, certificates
shall not be delivered to the Participant within one (1) year of the Purchase
Date of the underlying shares, except as otherwise provided herein.
Notwithstanding the foregoing, Participants shall be treated as the record
owners of their shares effective as of the Purchase Date. Shares that are held
by the Custodian or any other designated bank or financial institution shall be
held in book entry form. Any cash equal to less than the price of a whole share
of Common Stock shall be credited to a Participant's account on the Purchase
Date and carried forward in his account for application during the next Purchase
Period. Any Participant (i) who purchases stock at the end of a Purchase Period
and is not re-enrolled in the Plan for the next Purchase Period or (ii) who
withdraws his contributions from the Plan prior to the next Purchase Date will
receive a certificate for the number of shares held in his account for at least
one (1) year as of the most recent Purchase Date and any cash, dividends or
interest remaining in his account. Such Participant may elect to receive a
certificate for the remaining number of shares held in his account one (1) year
after such shares were purchased or, if earlier, upon such Participant's
termination of employment. This one-year requirement may be waived by the
Committee, in its sole discretion. Until such certificates are distributed to
the Participant, the Participant will not be permitted to transfer ownership of
the certificates except as contemplated by Section 10 or Section 14 of the Plan.
Any Participant who terminates employment will receive a certificate for the
number of shares held in his account and a cash refund attributable to amounts
equal to less than the price of a whole share, and any accumulated
contributions, dividends and interest. If for any reason the purchase of shares
with a Participant's allocations to the Plan exceeds or would exceed the Maximum
Share Limitation, such excess amounts shall be refunded to the Participant as
soon as practicable after such excess has been determined to exist.
If as of any Purchase Date the shares authorized for purchase under the
Plan are exceeded, enrollments shall be reduced proportionately to eliminate the
excess. Any funds that cannot be applied to the purchase of shares due to
excess enrollment shall be refunded as soon as administratively feasible,
including interest determined in accordance with Section 7. The Committee in
its discretion may also provide that excess enrollments may be carried over to
the next Purchase Period under this Plan or any successor plan according to the
regulations set forth under Section 423 of the Code.
<PAGE>
10. WITHDRAWAL OF SHARES AND SALE OF SHARES
(a) A Participant may elect to withdraw at any time (without withdrawing
from participation in the Plan) shares which have been held in his account for
at least one (1) year by giving notice to the person designated by the Committee
on the appropriate form. Upon receipt of such notice from the person designated
by the Committee, the Custodian, bank or other financial institution designated
by the Committee for this purpose will arrange for the issuance and delivery of
such shares held in the Participant's account as soon as administratively
feasible.
(b) Notwithstanding anything in the Plan to the contrary, a Participant may
sell shares which are held in his account, including shares which have been held
in his account for less than one (1) year, but not less than three (3) months as
provided in Section 8(vi) by giving notice to the person designated by the
Committee on the appropriate form. Upon receipt of such notice from the person
designated by the Committee, the Custodian, bank or other financial institution
designated by the Committee for this purpose will arrange for the sale of such
Participant's shares. Any sale will be deemed to occur on the last business day
of the month in which the Participant provides such notice to the person
designated by the Committee, or at such other time as the Committee shall
establish. The proceeds of any sale under this subsection 10(b), less any
associated commissions or required withholding for taxes, shall be paid to the
Participant as soon as practicable after the sale.
11. TERMINATION OF PARTICIPATION
The right to participate in the Plan terminates immediately when a
Participant ceases to be employed by the Company for any reason whatsoever
(including death, unpaid disability or when the Participant's employer ceases to
be a Subsidiary) or the Participant otherwise becomes ineligible. Participation
also terminates immediately when the Participant voluntarily withdraws his
contributions from the Plan. Participation terminates immediately after the
Purchase Date if the Participant is not re-enrolled in the Plan for the next
Purchase Period or if the Participant has suspended payroll deductions during
any Purchase Period and has not re-enrolled in the Plan for the next Purchase
Period. As soon as administratively feasible after termination of
participation, the Committee shall pay to the Participant or his beneficiary or
legal representative all amounts credited to his account, including interest and
dividends, if applicable, determined in accordance with Section 7, and shall
cause a certificate for the number of shares held in his account to be delivered
to the Participant, subject to the restrictions in Section 9. For purposes of
the Plan, a Participant is not deemed to have terminated his employment if he
transfers employment from Transocean to a Subsidiary, or vice versa, or
transfers employment between Subsidiaries.
12. UNPAID LEAVE OF ABSENCE
Unless the Participant has voluntarily withdrawn his contributions from the
Plan, shares will be purchased for his account on the Purchase Date next
following commencement of an unpaid leave of absence by such Participant,
provided such leave does not constitute a termination of employment. The number
of shares to be purchased will be determined by applying to the purchase the
amount of the Participant's contributions made up to the commencement of such
unpaid leave of absence plus interest on such contributions and dividends, if
applicable, both determined in accordance with Section 7. If the Participant's
unpaid leave of absence both commences and terminates during the same Purchase
Period and he has resumed eligible employment prior to the Purchase Date related
to that Purchase Period, he may also resume payroll deductions immediately, and
shares will be purchased for him on such Purchase Date as otherwise provided in
Section 9.
13. DESIGNATION OF BENEFICIARY
Each Participant may designate one or more beneficiaries in the event of
death and may, in his sole discretion, change such designation at any time. Any
such designation shall be effective upon receipt by the person designated by the
Committee and shall control over any disposition by will or otherwise.
As soon as administratively feasible after the death of a Participant,
amounts credited to his account, including interest and dividends, if
applicable, determined in accordance with Section 7, shall be paid in cash and a
certificate for any shares shall be delivered to the Participant's designated
beneficiaries or, in the absence of such designation, to the executor,
administrator or other legal representative of the Participant's estate. Such
payment shall relieve the Company
<PAGE>
of further liability to the deceased Participant with respect to the Plan. If
more than one beneficiary is designated, each beneficiary shall receive an equal
portion of the account unless the Participant has given express contrary
instructions.
14. ASSIGNMENT
Except as provided in Section 13, the rights of a Participant under the
Plan will not be assignable or otherwise transferable by the Participant, other
than by will or the laws of descent and distribution or pursuant to a "qualified
domestic relations order," as defined in Section 414(p) of the Code. No
purported assignment or transfer of such rights of a Participant under the Plan,
whether voluntary or involuntary, by operation of law or otherwise, shall vest
in the purported assignee or transferee any interest or right therein
whatsoever, but immediately upon such assignment or transfer, or any attempt to
make the same, such rights shall terminate and become of no further effect. If
this provision is violated, the Participant's election to purchase Common Stock
shall terminate, and the only obligation of the Company remaining under the Plan
will be to pay to the person entitled thereto the amount then credited to the
Participant's account. No Participant may create a lien on any funds,
securities, rights or other property held for the account of the Participant
under the Plan, except to the extent that there has been a designation of
beneficiaries in accordance with the Plan, and except to the extent permitted by
will or the laws of descent and distribution if beneficiaries have not been
designated. A Participant's right to purchase shares under the Plan shall be
exercisable only during the Participant's lifetime and only by him.
15. COSTS
All costs and expenses incurred in administering this Plan shall be paid by
the Company. Any brokerage fees for the sale of shares purchased under the Plan
shall be paid by the Participant.
16. REPORTS
At the end of each Purchase Period, the Company shall provide or cause to
be provided to each Participant a report of his contributions, including
interest earned, and the number of whole shares of Common Stock purchased with
such contributions by that Participant on each Purchase Date.
17. EQUAL RIGHTS AND PRIVILEGES
All eligible Employees shall have equal rights and privileges with respect
to the Plan to the extent necessary to enable the Plan to qualify for U.S. tax
purposes as an "employee stock purchase plan" within the meaning of Section 423
or any successor provision of the Code and related regulations. Any provision
of the Plan which is inconsistent with Section 423 or any successor provision of
the Code shall without further act or amendment by the Company be reformed to
comply with the requirements of Section 423. This Section 17 shall take
precedence over all other provisions in the Plan.
18. RIGHTS AS STOCKHOLDERS
A Participant will have no rights as a stockholder under the election to
purchase until he becomes a stockholder as herein provided. A Participant will
become a stockholder with respect to shares for which payment has been completed
as provided in Section 9 at the close of business on the last business day of
the Purchase Period.
19. MODIFICATION AND TERMINATION
The Board may amend or terminate the Plan at any time insofar as permitted
by law. No amendment shall be effective unless within one (1) year after it is
adopted by the Board it is approved by the holders of Transocean's outstanding
shares if and to the extent such amendment is required to be approved by
stockholders in order to cause the rights granted under the Plan to purchase
shares of Common Stock to meet the requirements of Section 423 of the Code (or
any successor provision).
The Plan shall terminate after all Common Stock issued under the Plan has
been purchased, unless terminated earlier by the Board or unless additional
Common Stock is issued under the Plan with the approval of the stockholders.
<PAGE>
In the event the Plan is terminated, the Committee may elect to terminate all
outstanding rights to purchase shares under the Plan either immediately or upon
completion of the purchase of shares on the next Purchase Date, unless the
Committee has designated that the right to make all such purchases shall expire
on some other designated date occurring prior to the next Purchase Date. If the
rights to purchase shares under the Plan are terminated prior to expiration, all
funds contributed to the Plan which have not been used to purchase shares shall
be returned to the Participants as soon as administratively feasible, including
interest and dividends, if applicable, determined in accordance with Section 7.
20. BOARD AND SHAREHOLDER APPROVAL; EFFECTIVE DATE
This Plan was adopted by the Board on March 12, 1998. This Plan shall be
effective as of the Effective Date. Notwithstanding the foregoing, the adoption
of this Plan is expressly conditioned upon the approval by the holders of a
majority of outstanding shares of Common Stock at the 1998 annual meeting of
stockholders. If the stockholders of the Company should fail so to approve this
Plan on or before such date, this Plan shall terminate and cease to be of any
further force or effect and all purchases of shares of Common Stock under the
Plan shall be null and void.
21. GOVERNMENTAL APPROVALS OR CONSENTS
This Plan and any offering or sale made to Employees under it are subject
to any governmental approvals or consents that may be or become applicable in
connection therewith. Subject to the provisions of Section 19, the Board may
make such changes in the Plan and include such terms in any offering under the
Plan as may be desirable to comply with the rules or regulations of any
governmental authority.
22. LISTING OF SHARES AND RELATED MATTERS
If at any time the Board or the Committee shall determine, based on opinion
of legal counsel, that the listing, registration or qualification of the shares
covered by the Plan upon any national securities exchange or reporting system or
under any state or federal law is necessary or desirable as a condition of, or
in connection with, the sale or purchase of shares under the Plan, no shares
will be sold, issued or delivered unless and until such listing, registration or
qualification shall have been effected or obtained, or otherwise provided for,
free of any conditions not acceptable to legal counsel.
23. EMPLOYMENT RIGHTS
The Plan shall neither impose any obligation on Transocean or on any
Subsidiary to continue the employment of any Participant, nor impose any
obligation on any Participant to remain in the employ of Transocean or of any
Subsidiary.
24. WITHHOLDING OF TAXES
The Committee may make such provisions as it may deem appropriate for the
withholding of any taxes which it determines is required in connection with the
purchase of Common Stock under the Plan.
25. SUBSIDIARY TERMS
In addition to changes in eligibility requirements, the adopting
Subsidiaries may make any changes in the terms of this Plan applicable to their
Employees as shall be acceptable to the Committee, provided that such changes do
not cause the Plan to fail to comply with the requirements of Section 423 of the
Code, to the extent it is applicable.
26. GOVERNING LAW
The Plan and rights to purchase shares that may be granted hereunder shall
be governed by and construed and enforced in accordance with the laws of the
state of Texas.
<PAGE>
27. USE OF GENDER
The gender of words used in the Plan shall be construed to include
whichever may be appropriate under any particular circumstances of the
masculine, feminine or neuter genders.
28. OTHER PROVISIONS
The agreements to purchase shares of Common Stock under the Plan shall
contain such other provisions as the Committee and the Board shall deem
advisable, provided that no such provision shall in any way be in conflict with
the terms of the Plan.
29. EFFECTIVE DATE
The Plan shall be effective as of May 14, 1998.
/s/ Eric B. Brown
-----------------------------
Eric B. Brown
Secretary
<PAGE>
June 30, 1998
Transocean Offshore Inc.
4 Greenway Plaza
Houston, Texas 77046
Ladies and Gentlemen:
At your request, this opinion of counsel is being furnished to you for
filing as Exhibit 5 to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed by Transocean Offshore Inc., a Delaware corporation (the
"Company"), with the Securities and Exchange Commission under the Securities Act
of 1933, as amended, relating to the proposed issuance of up to 250,000
additional shares of the Company's common stock, par value $.01 per share (the
"Shares"), issuable by the Company pursuant to the Company's Employee Stock
Purchase Plan (the "Plan").
I have examined the Restated Certificate of Incorporation and By-Laws of
the Company and the originals, or copies certified or otherwise identified, of
the Plan, corporate records of the Company, including minute books of the
Company as furnished to me by the Company, certificates of public officials and
of representatives of the Company, statutes and other records, instruments and
documents pertaining to the Company as a basis for the opinions hereinafter
expressed. In giving such opinions I have relied upon certificates of officers
of the Company with respect to the accuracy of the material factual matters
contained in such certificates.
Based upon my examination as aforesaid, I am of the opinion that the
Shares, when issued and sold pursuant to the provisions of the Plan for the
consideration fixed pursuant thereto, will be duly authorized, validly issued,
fully paid and nonassessable.
This opinion is limited to the corporate law of the State of Delaware and
the applicable federal laws of the United States.
I hereby consent to the filing of this opinion of counsel as Exhibit 5 to
the Registration Statement.
Very truly yours,
/s/ Eric B. Brown
Eric B. Brown
<PAGE>
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Transocean Offshore Inc. Employee Stock Purchase Plan of
our report dated February 6, 1998, except for Note 18 as to which the date is
March 18, 1998, with respect to the consolidated financial statements of
Transocean Offshore Inc. included in its Annual Report (Form 10-K) for the year
ended December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
June 25, 1998
<PAGE>
TRANSOCEAN OFFSHORE INC.
Power of Attorney
-----------------
WHEREAS, TRANSOCEAN OFFSHORE INC., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement on Form S-8 ("the Registration Statement") with any
amendment or amendments thereto (including post-effective amendments), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to the Registration Statement, in each
case as may be necessary or appropriate in connection with the registration of
shares of common stock, par value $.01 per share, of the Company for issuance
under the Company's Long-Term Incentive Plan or Employee Stock Purchase Plan.
NOW THEREFORE, the undersigned in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint 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 with power to act with
or without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as director, officer or
both, as the case may be, of the Company, the Registration Statement, including
the exhibits thereto, and any and all amendments thereto (including post-
effective amendments) and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 26th day of June, 1998.
/s/ W. Dennis Heagney
__________________________
<PAGE>
TRANSOCEAN OFFSHORE INC.
Power of Attorney
-----------------
WHEREAS, TRANSOCEAN OFFSHORE INC., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement on Form S-8 ("the Registration Statement") with any
amendment or amendments thereto (including post-effective amendments), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to the Registration Statement, in each
case as may be necessary or appropriate in connection with the registration of
shares of common stock, par value $.01 per share, of the Company for issuance
under the Company's Long-Term Incentive Plan or Employee Stock Purchase Plan.
NOW THEREFORE, the undersigned in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint 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 with power to act with
or without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as director, officer or
both, as the case may be, of the Company, the Registration Statement, including
the exhibits thereto, and any and all amendments thereto (including post-
effective amendments) and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 26th day of June, 1998.
/s/ Ronald L. Kuehn, Jr.
__________________________
<PAGE>
TRANSOCEAN OFFSHORE INC.
Power of Attorney
-----------------
WHEREAS, TRANSOCEAN OFFSHORE INC., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement on Form S-8 ("the Registration Statement") with any
amendment or amendments thereto (including post-effective amendments), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to the Registration Statement, in each
case as may be necessary or appropriate in connection with the registration of
shares of common stock, par value $.01 per share, of the Company for issuance
under the Company's Long-Term Incentive Plan or Employee Stock Purchase Plan.
NOW THEREFORE, the undersigned in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint 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 with power to act with
or without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as director, officer or
both, as the case may be, of the Company, the Registration Statement, including
the exhibits thereto, and any and all amendments thereto (including post-
effective amendments) and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 26th day of June, 1998.
/s/ Fridtjof Lorentzen
__________________________
<PAGE>
TRANSOCEAN OFFSHORE INC.
Power of Attorney
-----------------
WHEREAS, TRANSOCEAN OFFSHORE INC., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement on Form S-8 ("the Registration Statement") with any
amendment or amendments thereto (including post-effective amendments), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to the Registration Statement, in each
case as may be necessary or appropriate in connection with the registration of
shares of common stock, par value $.01 per share, of the Company for issuance
under the Company's Long-Term Incentive Plan or Employee Stock Purchase Plan.
NOW THEREFORE, the undersigned in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint 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 with power to act with
or without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as director, officer or
both, as the case may be, of the Company, the Registration Statement, including
the exhibits thereto, and any and all amendments thereto (including post-
effective amendments) and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 26th day of June, 1998.
/s/ Max L. Lukens
__________________________
<PAGE>
TRANSOCEAN OFFSHORE INC.
Power of Attorney
-----------------
WHEREAS, TRANSOCEAN OFFSHORE INC., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement on Form S-8 ("the Registration Statement") with any
amendment or amendments thereto (including post-effective amendments), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to the Registration Statement, in each
case as may be necessary or appropriate in connection with the registration of
shares of common stock, par value $.01 per share, of the Company for issuance
under the Company's Long-Term Incentive Plan or Employee Stock Purchase Plan.
NOW THEREFORE, the undersigned in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint 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 with power to act with
or without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as director, officer or
both, as the case may be, of the Company, the Registration Statement, including
the exhibits thereto, and any and all amendments thereto (including post-
effective amendments) and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 26th day of June, 1998.
/s/ Martin B. McNamara
__________________________
<PAGE>
TRANSOCEAN OFFSHORE INC.
Power of Attorney
-----------------
WHEREAS, TRANSOCEAN OFFSHORE INC., a Delaware corporation (the "Company"),
intends to file with the Securities and Exchange Commission (the "Commission")
under the Securities Act of 1933, as amended (the "Securities Act"), a
Registration Statement on Form S-8 ("the Registration Statement") with any
amendment or amendments thereto (including post-effective amendments), as
prescribed by the Commission pursuant to the Securities Act and the rules and
regulations of the Commission promulgated thereunder, together with any and all
exhibits and other documents relating to the Registration Statement, in each
case as may be necessary or appropriate in connection with the registration of
shares of common stock, par value $.01 per share, of the Company for issuance
under the Company's Long-Term Incentive Plan or Employee Stock Purchase Plan.
NOW THEREFORE, the undersigned in his capacity as a director or officer or
both, as the case may be, of the Company, does hereby appoint 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 with power to act with
or without the other, and with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as director, officer or
both, as the case may be, of the Company, the Registration Statement, including
the exhibits thereto, and any and all amendments thereto (including post-
effective amendments) and any and all instruments necessary or incidental in
connection therewith, as said attorney or attorneys shall deem necessary or
incidental in connection therewith, and to file the same with the Commission and
to appear before the Commission in connection with any matter relating thereto.
Each of said attorneys shall have full power and authority to do and perform in
the name and on behalf of the undersigned, in any and all capacities, every act
whatsoever necessary or desirable to be done in the premises, as fully and to
all intents and purposes as the undersigned might or could do in person, the
undersigned hereby ratifying and approving the acts that said attorneys and each
of them, or their or his substitutes or substitute, may lawfully do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney as
of the 26th day of June, 1998.
/s/ Kristian Siem
__________________________
