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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): March 15, 1999
TRANSOCEAN OFFSHORE INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-7746 72-0464968
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 871-7500
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ITEM 5. OTHER EVENTS.
On March 15, 1999, Transocean Offshore Inc. (the "Company") issued a
press release (the "Press Release") regarding a proposed corporate
reorganization of the Company. The Press Release is included as an
exhibit to this Current Report on Form 8-K and is incorporated herein
by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed herewith:
99 Press Release dated March 15, 1999 regarding a proposed corporate
reorganization of the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANSOCEAN OFFSHORE INC.
Date: March 15, 1999 By: /s/ ROBERT L. LONG
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Robert L. Long
Senior Vice President
3
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EXHIBIT INDEX
99 Press Release dated March 15, 1999 regarding a proposed
corporate reorganization of the Company.
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TRANSOCEAN OFFSHORE INC.
Post Office Box 2765
Houston TX 77252 2765
[TRANSOCEAN LOGO]
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NEWS RELEASE
CONTACT: Jeffrey L. Chastain FOR RELEASE: March 15, 1999
713 871 7551
TRANSOCEAN OFFSHORE INC. BOARD
APPROVES CORPORATE REORGANIZATION
HOUSTON--Transocean Offshore Inc. (NYSE, OSE: RIG) announced
today that its board of directors has approved a corporate
reorganization that will result in the Company becoming a Cayman
Islands corporation rather than a Delaware corporation. Following
the reorganization, the Cayman Islands corporation and its
subsidiaries will continue to conduct the business now conducted by
the Delaware corporation and its subsidiaries.
J. Michael Talbert, Chairman and Chief Executive Officer of
Transocean Offshore Inc. stated, "Because we anticipate that a
substantial proportion of the future opportunities in our business
will be in international markets, we believe that reorganizing
Transocean Offshore as a Cayman Islands corporation will give us
certain advantages not available to a U.S. company." Talbert
continued, "Among other things, we believe the reorganization will
give us greater flexibility in seeking to lower our worldwide
effective corporate tax rate. During 1998, the Company's effective
tax rate was 29.5%. While we cannot give any assurance as to what
our effective tax rate will be following the reorganization because
of the uncertainty regarding future dayrates and where our rigs
might be operating, our expectation is that we will, over time,
achieve a reduction of 10 to 20 percentage points in our effective
rate. The reorganization also will allow us to restructure our
business to achieve certain operating efficiencies, including
improved worldwide cash management. In addition, we anticipate that
the reorganization may increase our access to international capital
markets, broaden our investor base by making our securities more
attractive to non-U.S. investors and give us greater flexibility in
structuring foreign joint ventures and acquisition opportunities."
In the reorganization, each share of common stock of the
Company will automatically be converted into an ordinary share of
Transocean-Cayman. The Company expects the shares of
Transocean-Cayman to be listed on the New York Stock Exchange under
the symbol "RIG," the same symbol under which the Company's common
stock is currently listed.
The Company has entered into an Agreement and Plan of Merger
and Conversion relating to the reorganization with Transocean
Offshore (Texas) Inc., a Texas corporation and wholly owned
subsidiary of the Company ("Transocean-Texas"). Pursuant to that
agreement, the Company will merge with and into Transocean-Texas,
with Transocean-Texas surviving. Following that merger,
Transocean-Texas will become a Cayman Islands corporation
("Transocean-Cayman") pursuant to a conversion and continuation
procedure under Texas and the Cayman Islands law.
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The proposed reorganization is subject to certain conditions
to closing, including approval by a majority of the Company's
stockholders. The Company currently expects that the reorganization
would be effected promptly after it is approved by the stockholders.
Following the reorganization, the name of Transocean-Cayman will be
"Transocean Offshore Inc."
As a result of the reorganization, U.S. stockholders will
generally be required to recognize gain, if any, on their
Transocean-Delaware shares, but will not be allowed to recognize a
loss on those shares.
Before Transocean Offshore stockholders vote on the proposed
reorganization they will receive a proxy statement/prospectus. The
proxy statement/prospectus will be included in a Registration
Statement on Form S-4 that will cover the reorganization and will be
filed with the Securities and Exchange Commission. These documents
are not yet available; however, they will contain important
information that stockholders need to consider before making an
investment decision. The documents, when available, may be obtained
at no cost by visiting the SEC's website at www.sec.gov or by
calling Jeffrey L. Chastain, Transocean's Director of Investor
Relations, at 713-871-7694.
Transocean Offshore Inc. will conduct a conference call on
Tuesday, March 16 at 10:00am eastern standard time to discuss the
corporate reorganization in greater detail. Analyst and financial
media representatives who wish to participate in the conference call
should contact Premier Teleconferencing at 1-800-289-0579 if calling
from the U.S. or 719-457-2550 if calling from an international
location. Please reference conference call code 646084. A replay of
the call will be provided approximately 2 hours following the
conclusion of the call and can be accessed by dialing 719-457-0820.
The replay will be active from 1:00pm on March 16 to midnight on
March 17, eastern time.
The information above includes forward-looking statements
within the meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934. Statements regarding the benefits, effects and
timing of the reorganization, tax consequences of the reorganization
and any other statements that are not historical facts are forward
looking statements. These statements are based on certain
assumptions and analyses made by the Company in light of its
experience and its perception of historical and future trends, on
general economic and business conditions and on numerous other
factors, including expected future developments, many of which are
beyond the control of the Company. Such forward-looking statements
are also subject to certain risks and uncertainties as disclosed by
the Company in the proxy statement/prospectus and in its other
filings with the Securities and Exchange Commission. As a result of
these factors, the Company's actual results may differ materially
from those indicated in or implied by such forward-looking
statements.
Transocean Offshore Inc. is an international offshore
drilling company engaged in contract drilling of oil and gas wells.
Headquartered in Houston, Texas, the Company specializes in
technically demanding segments of the offshore drilling business,
including industry-leading positions in deepwater and harsh
environment drilling services. The Company also provides coiled
tubing, international turnkey and integrated drilling services to
customers worldwide.
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