<PAGE>
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): January 25, 1996
ENSCO INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-8097 76-0232579
(Commission File Number) (IRS Employer Identification No.)
2700 Fountain Place, 1445 Ross Avenue, Dallas, Texas 75202-2792
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (214) 922-1500<PAGE>
Item 7. EXHIBITS
Exhibit
- -------
99.4 Press release dated January 25, 1996
99.5 Letter of intent dated January 25, 1996 between ENSCO
International Incorporated and Dual Drilling Company<PAGE>
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 hereunto duly authorized.
ENSCO INTERNATIONAL INCORPORATED
By: /s/ H. E. Malone
------------------------------
H. E. Malone, Controller
and Chief Accounting Officer
Date: February 1, 1996
----------------<PAGE>
<PAGE>
EXHIBIT
99.4<PAGE>
NEWS RELEASE
ENSCO INTERNATIONAL INCORPORATED
______________________________________________________________________
Contact: Richard A. LeBlanc
(214) 922-1500
ENSCO INTERNATIONAL INCORPORATED TO ACQUIRE
DUAL DRILLING COMPANY
Dallas, Texas, January 25, 1996....ENSCO International
Incorporated (NYSE: ESV) and DUAL DRILLING COMPANY (NASDAQ: DUAL)
announced that they have signed a letter of intent for the acquisition
of DUAL by ENSCO. Under the proposed transaction, DUAL's common
stockholders would receive 0.625 shares of ENSCO common stock for each
share of DUAL common stock.
ENSCO, headquartered in Dallas, Texas, is a leading provider
of contract drilling and marine transportation services to the
international petroleum industry. DUAL, also headquartered in Dallas,
operates a modern fleet of ten premium jackup rigs and ten self-
contained platform rigs. After the transaction, the combined company
would have a fleet of 54 offshore drilling rigs, in addition to
ENSCO's fleet of 37 offshore support vessels. The combined company
would have one of the largest and most modern fleets of jackup rigs in
the world, totalling 34 independent leg rigs of which 21 are designed
to work in water depths of 300 feet or greater.
Carl F. Thorne, ENSCO's Chairman and CEO, stated, "We believe
there is an excellent strategic fit between ENSCO and DUAL. This
transaction will significantly increase ENSCO's exposure to the
premium jackup market and expand the Company's international presence
at a time when it appears that supply and demand for jackup rigs are
moving into balance on a worldwide basis."
L.H. Dick Robertson, DUAL's CEO, commented, "the combination
of the excellent reputations and quality assets of DUAL and ENSCO will
create a great opportunity for DUAL's stockholders."
The transaction is subject to execution of definitive
agreements, approval by the stockholders of Dual and requisite
governmental and other approvals. Subject to the satisfaction of
these conditions, closing of the transaction is expected before June
30, 1996.<PAGE>
<PAGE>
EXHIBIT
99.5<PAGE>
January 25, 1996
DUAL DRILLING COMPANY
5956 Sherry Lane, Suite 1500
Dallas, TX 75225
Atten: David W. Skarke, Chairman
Re: Acquisition of DUAL DRILLING COMPANY
Gentlemen:
This letter will confirm the mutual intent of ENSCO International
Incorporated, a Delaware corporation ( Acquiror ), and DUAL DRILLING
COMPANY, a Delaware corporation (the Company ), with respect to the
proposed acquisition (the Acquisition ) of the Company by Acquiror through
the merger or other business combination of the Company with and into
Acquiror in accordance with the understandings and subject to the terms and
conditions set forth below.
1. CONSIDERATION. As a result of the Acquisition, the stockholders
of the Company will receive for each share of Company common stock, $0.01
par value per share ("Company Common Stock"), .625 shares of Acquiror
common stock, $.10 par value per share ( Acquiror Common Stock ). All
outstanding stock options or other rights to acquire Company Common Stock
will terminate immediately prior to the Acquisition and the holders thereof
will be entitled to receive from the Company an amount in cash equal to the
difference between the fair market value of the Company Common Stock on the
date of termination and the exercise price of the option or other right.
2. STRUCTURE. It is currently contemplated that the Company would
be merged with and into a wholly owned subsidiary of Acquiror, however, the
parties agree that the form of the Acquisition will be structured and
agreed to by Acquiror and the Company after review of tax, regulatory,
contract consent and other appropriate issues. It is the intent of
Acquiror and the Company that the Acquisition be structured such that it
will be non-taxable to both parties and their respective stockholders. In
addition, it is the intent of Acquiror and the Company that the shares of
Acquiror Common Stock received by Company's stockholders (including, the
stockholders of Dual Invest AS, a Norwegian corporation (the Company
Stockholder ) upon distribution to them of the shares of Acquiror Common
Stock received pursuant to the Acquisition) will be freely tradeable
without restriction under applicable U.S. securities laws. <PAGE>
3. DEFINITIVE AGREEMENT. Acquiror and the Company agree (a) to
negotiate with a view to entering into a definitive acquisition agreement
prepared by counsel for Acquiror containing representations, warranties,
covenants and other agreements acceptable to Acquiror and the Company (the
Definitive Agreement ), and (b) to submit the Definitive Agreement for
approval and adoption by their respective Boards of Directors, as soon as
possible, but in no event later than March 31, 1996, or such later date as
Acquiror and the Company shall have agreed upon.
4. OPERATION IN THE ORDINARY COURSE.
(a) During the period between the date of this letter of intent
and the execution of the Definitive Agreement, (a) the Company will, and
will cause its subsidiaries to, conduct their business only in the ordinary
course and in compliance with all applicable laws and regulations and (b)
the Company and its subsidiaries will not (i) issue any capital stock or
securities or obligations convertible into or exchangeable or exercisable
for capital stock, except pursuant to rights to acquire shares of capital
stock which are outstanding on the date of this letter of intent, (ii)
adjust, split, combine or reclassify any of their respective capital stock,
(iii) make, declare or pay any dividend or make any other distribution on,
or directly or indirectly redeem, purchase or otherwise acquire any shares
of their capital stock or securities or obligations convertible into or
exchangeable or exercisable for such capital stock, (iv) grant any person
any right to acquire any shares of their capital stock or securities or
obligations convertible into or exchangeable or exercisable for capital
stock, (v) commit or make any individual capital expenditure in excess of
$500,000, or capital expenditures in the aggregate consolidated basis in
excess of $3,000,000, without first notifying the Acquiror, (vi) mobilize,
or enter into any agreement which would provide for the mobilization of,
any drilling rig to any area of the world other than such area in which
such drilling rig is located on the date hereof, without first notifying
the Acquiror, (vii) enter into any drilling contract with a rate fixed for
a period in excess of six months, without first notifying the Acquiror,
(viii) incur any indebtedness for borrowed money or issue any debt
securities or assume, guarantee or endorse, or otherwise as an
accommodation become responsible for, the obligations of any person, or
make any loans or advances, except for indebtedness in an amount not in
excess of $1,000,000 (except for guarantees by the Company of drilling
contracts entered into by subsidiaries) and incurred in the ordinary course
of business and consistent with past practice and with a maturity of not
more than one year, (ix) increase the compensation payable or to become
payable to any director, officer or other employee, or grant any bonus, to,
or grant any severance or termination pay to, or enter into any employment
or severance agreement with any director, officer or other employee of the
Company or any subsidiary or enter into or amend any collective bargaining
agreement, (x) establish, adopt, enter into or amend any bonus, profit
sharing, thrift, compensation, stock option, restricted stock, pension,
retirement, deferred compensation or other plan, trust or fund for the
benefit of any director, officer or class of employees, (xi) settle or
compromise any pending or threatened litigation which is material or which
relates to the transactions contemplated hereby, without first notifying
the Acquiror, (xii) amend or otherwise change their Certificate of<PAGE>
Incorporation or By-laws or equivalent organizational documents, or any
material agreements or contracts, or (xiii) sell, pledge, dispose of, grant
or encumber any of the Company's or subsidiaries' assets, except for sales
of assets not in excess of $1,000,000 and in the ordinary course of
business and in a manner consistent with past practice.
(b) During the period between the date of this letter of intent
and the execution of the Definitive Agreement, (a) the Acquiror will
conduct its business only in the ordinary course and in compliance with all
applicable laws and regulations and (b) the Acquiror will not (i) issue any
capital stock or securities or obligations convertible into or exchangeable
or exercisable for capital stock, except pursuant to rights to acquire
shares of capital stock which are outstanding on the date of this letter of
intent, (ii) adjust, split, combine or reclassify any of its capital stock,
(iii) make, declare or pay any dividend or make any other distribution on,
or directly or indirectly redeem, purchase or otherwise acquire any shares
of its capital stock or securities or obligations convertible into or
exchangeable or exercisable for such capital stock, or (iv) grant any
person any right to acquire any shares of its capital stock or securities
or obligations convertible into or exchangeable or exercisable for capital
stock, other than pursuant to existing employee benefit or stock option
plans.
5. CONDITIONS. The Definitive Agreement will provide that the
obligations of Acquiror and the Company to consummate the Acquisition will
be subject to (a) the receipt of all necessary state and federal regulatory
consents, waivers and approvals, (b) the approval of the Acquisition by the
respective Boards of Directors of Acquiror and the Company and the
stockholders of the Company, (c) the negotiation, execution, delivery and
performance of the Definitive Agreement and related documentation, (d) the
receipt of all necessary consents, waivers and approvals of creditors of
the Company, (e) the registration statement filed under the Securities Act
of 1933, as amended, in respect of the Acquiror Common Stock to be issued
in the Acquisition being declared effective, (f) Acquiror being satisfied
with the results of its due diligence review of the business, properties,
affairs, books, records, prospects and plans of the Company and of other
relevant matters prior to the execution of the Definitive Agreement,
(g) the receipt of all necessary consents, waivers and approvals of joint
venture partners and other parties to agreements involving the Company's
drilling rigs such that the Acquisition will not be treated as a change in
control, and (h) the Company being satisfied with the results of its due
diligence investigation of Acquiror prior to the execution of the
Definitive Agreement.
6. COOPERATION AND DUE DILIGENCE.
(a) Acquiror and the Company will each use all reasonable
efforts, and will cooperate with each other, to obtain all necessary
governmental and other orders, consents and approvals, and to make all
filings, as in the opinion of their respective counsel may be necessary or
advisable to effect the Acquisition and the transactions contemplated
hereby, in each case as promptly as possible. Acquiror and the Company
will cooperate in providing information to each other and to their<PAGE>
respective advisors for purposes of preparing and prosecuting applications
to governmental agencies, and preparing and making any other reasonably
necessary documents and filings, in connection with the transactions
contemplated hereby.
(b) Acquiror and the Company intend to conduct a detailed due
diligence investigation of the other party. Acquiror and the Company will
provide the other party's legal, accounting and other representatives a
full opportunity during the period from the date hereof through the
effective date of the Acquisition to examine the business, properties,
affairs, books, records and plans of the other, and to obtain information
from their management, lenders, lawyers, accountants and other consultants,
with respect to such matters as Acquiror or the Company shall deem
relevant.
7. DISCLOSURE. Acquiror and the Company agree to issue a joint
press release announcing the execution of this letter of intent in a form
which shall be acceptable to Acquiror and the Company. In addition,
Acquiror and the Company will consult with each other and allow each other
a reasonable time to consider and comment on any other press release or
public disclosure of matters related to this letter of intent, except to
the extent required by applicable law and based on the advice of counsel.
Each party shall also be permitted to file copies of this letter of intent
and/or the press release with the Securities and Exchange Commission and
other governmental regulatory bodies. Subject to the foregoing, the terms
of the Confidentiality Letter dated November 2, 1995 between Acquiror and
the Company (the Confidentiality Agreement ) shall remain in full force
and effect. The Company agrees to enter into a confidentiality agreement
containing terms substantially the same as the Confidentiality Agreement
prior to conducting any due diligence in respect of Acquiror.
8. NO SOLICITATION. The Company agrees that it will not negotiate
with any person other than Acquiror with respect to the acquisition of the
Company or the shares of the Company Common Stock owned by the Company
Stockholder and it will not, and will not permit any of its officers,
directors, employees, agents or representatives (including without
limitation, investment bankers, attorneys and accountants) to (a) initiate
contact with, (b) make, solicit or encourage any inquiries or proposals,
(c) enter into, or participate in, any discussions or negotiations with,
(d) disclose, directly or indirectly, any information not customarily
disclosed concerning the business and properties of the Company to or (e)
afford any access to the Company s properties, books and records to any
person in connection with any possible proposal relating to (i) the
disposition of their respective businesses or substantially all or their
assets,(ii) the acquisition of equity or debt securities of the Company,
including equity or debt securities owned by the Company Stockholder, or
(iii) the merger, share exchange or business combination, or similar
acquisition transaction of or involving the Company with any person other
than Acquiror; provided, however, that nothing contained in this Section 8
shall prohibit the Company's Board of Directors from furnishing information
to, or entering into discussions or negotiations with, any person in
connection with an unsolicited proposal in writing by such person to
acquire the Company pursuant to a merger, consolidation, share exchange,<PAGE>
business combination or other similar transaction or to acquire all or
substantially all of the assets of the Company or any of its subsidiaries
received by the Company's Board of Directors after the date of this letter
of intent, if, and only to the extent that, (i) the Company's Board of
Directors, after consultation with the Company's financial advisor and
independent legal counsel and taking into consideration the advice of the
Company's financial advisor and upon the written advice of such counsel,
determines in good faith that (A) such action is required for the Company's
Board of Directors to comply with its fiduciary duties to stockholders
imposed by Delaware law and (B) such unsolicited offer is clearly superior
to the Acquisition and (ii) prior to furnishing such information to, or
entering into discussions or negotiations with, such person the Company (A)
gives Acquiror as promptly as practicable prior written notice of the
Company's intention to furnish such information or begin such discussions
and (B) receives from such person an executed confidentiality agreement on
terms no less favorable to the Company than those contained in the
Confidentiality Agreement. The Company will immediately notify Acquiror
orally, and subsequently confirm in writing, all the relevant details
relating to all inquiries and proposals which it may receive relating to
any such matters. Except as provided herein, the Company will not, and
will not permit any of its representatives to enter, at any time, into or
participate in any discussions or negotiations regarding, or accept, any
proposal for such a transaction received by it from a third party or that a
third party expresses a desire to communicate to it.
9. TERMINATION.
(a) This letter of intent may be terminated and the Acquisition
contemplated hereby abandoned:
(i) upon mutual written consent of Acquiror and the Company;
(ii) by either Acquiror or the Company, if they fail to enter
into a mutually satisfactory Definitive Agreement on or prior to March
31, 1996, or such later date as Acquiror and the Company shall have
agreed upon;
(iii) by Acquiror, if (A) the Board of Directors of the
Company withdraws its approval of this letter of intent or the
transactions contemplated by this letter of intent or resolved to do
so if, in the exercise of its good faith judgment (subject to Section
7) as to its fiduciary duties to its stockholders under applicable
law, the Board of Directors of the Company determines, after
consultation with independent counsel and in reliance on the written
advise thereof, that such withdrawal of its approval is required by
such fiduciary duties by reason of a proposal that either constitutes
a Business Combination Transaction (as defined below) or may
reasonably be expected to lead to a Business Combination Transaction;
(B) a tender offer or exchange offer for 50% or more of the
outstanding capital stock of the Company is commenced, and the Board
of Directors of the Company shall have failed to recommend against the
stockholders of the Company tendering their shares into such tender
offer or exchange offer, (C) the Board of Directors of the Company<PAGE>
shall have recommended to the stockholders of the Company any Business
Combination Transaction or resolved to do so; (D) any person or group
of persons (other than the Company Stockholder) acquires more than 33
1/3% of the outstanding voting capital stock of the Company or the
Company Stockholder, (E) the Company enters into a definitive
agreement in respect of a Business Combination Transaction with any
other person, or (F) the Company Stockholder enters into a definitive
agreement in respect of the sale, transfer or conveyance of
substantially all the shares of the Company Common Stock owned by it
with any other person; or
(iv) by the Company, if the Board of Directors of Acquiror fails
to approve, or withdraws its approval of this letter of intent or the
transactions contemplated hereby.
As used herein, the term "Business Combination Transaction" shall
mean any of the following involving the Company or any subsidiary: (x) any
merger, consolidation, share exchange, business combination or other
similar transaction (other than the Acquisition); (y) any sale, lease,
exchange, transfer or other disposition (other than a pledge or mortgage)
of 25% or more of the assets of the Company and the subsidiaries, taken as
a whole, in a single transaction or series of transactions; or (z) the
acquisition by a person or entity or any "group" (as such term is defined
under Section 13(d) of the Securities Exchange Act of 1934, as amended, and
the rules and regulations thereunder) of the beneficial ownership of 33 1/3
% or more of the shares of Company Common Stock, whether by tender offer,
exchange offer or otherwise.
(b) If this letter of intent is terminated pursuant to (i)
Section 9(a)(ii) and the Company enters into an agreement in respect of a
Business Combination Transaction at any time within six months after the
date of termination and in such Business Combination Transaction the
stockholders of the Company, or the Company Stockholder, shall be entitled
to receive consideration which is more favorable than the consideration to
be received in the Acquisition, or (ii) Section 9(a)(iii), in view of the
efforts of Acquiror and the potential loss to Acquiror from the failure to
consummate the Acquisition, the Company agrees to pay Acquiror a
termination fee of $5,000,000 (less any amount actually paid and received
by Acquiror from the Company Stockholder).
(c) Nothing contained in this letter of intent will be construed as
limiting either party s rights to damages or other appropriate relief in
the event of a breach of this letter of intent by the other party.
10. NON-BINDING NATURE. Except as provided in this Section 10, it is
agreed that this letter of intent does not create any legally binding
obligations for any of the parties but merely represents the understanding
of the parties with respect to the proposed Acquisition and this letter of
intent does not contain all material terms upon which agreement must be
reached in order for the Acquisition to be consummated. Notwithstanding
the foregoing, the provisions of Sections 4, 8, 9, 10 and 11 are agreed to
be legally binding on the parties hereto and Sections 9, 10 and 11 will
survive the termination of this letter of intent.<PAGE>
11. GOVERNING LAW; JURISDICTION. This letter of intent and the
Definitive Agreement will be governed by and construed in accordance with
the laws of the State of Texas (without regard to conflict of laws
principles) and the parties hereby submit exclusively to the jurisdiction
of the state and federal courts located in the State of Texas in connection
with any disputes arising out of or in connection with this letter of
intent.
<PAGE>
If this letter of intent accurately reflects your understanding and
agreement as to the above matters, please sign this letter of intent in the
space indicated below and return an executed counterpart to the
undersigned.
Sincerely yours,
ENSCO INTERNATIONAL INCORPORATED
By: /s/ Carl F. Thorne
--------------------------------------
Carl F. Thorne, Chairman of the Board,
Chief Executive Officer and President
ACCEPTED AND AGREED:
DUAL DRILLING COMPANY
By: /s/ D.W. Skarke
----------------------
Title: Chairman of the Board
----------------------
Date: 1-25-96
----------------------
<PAGE>
