SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Reading & Bates Corporation
____________________________________________________________
(Name of Issuer)
Common Stock
____________________________________________________________
(Title of Class and Securities)
755281 80 5
____________________________________________________________
(CUSIP Number of Class of Securities)
Den norske Bank AS, Corporate Division, Shipping/Aviation Section,
Stranden 21, 0250 Oslo 2, Norway, Attention: Tony Samuelsen, First VP
011-47-22-48-10-50
____________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Eduardo R. Vidal
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
____________________________________________________________
May 12, 1994
____________________________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
Check the following box if a fee is being paid with this
Statement: ( )
SCHEDULE 13D
CUSIP No. 755281 80 5 Den norske Bank AS
____________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
____________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
____________________________________________________________
(3) SEC USE ONLY
OO
____________________________________________________________
(4) SOURCE OF FUNDS*
____________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
Norway
____________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
5,223,540 (disclaimed)
____________________________________________________________
(7) SOLE VOTING
NUMBER OF 16,382,890 (disclaimed)
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 5,223,540 (disclaimed)
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
16,382,890 (disclaimed)
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* ( )
29.5%
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
BK
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
ITEM 2. IDENTITY AND BACKGROUND.
The name of the filer is Den norske Bank AS, a
Norwegian bank (the "Filer"). As described in the Filer's
Schedule 13D filed August 3, 1993 (the "Initial Schedule 13D"),
the Filer has outstanding loans (the "Loans") to Dedicated
Holdings Ltd., a Liberian corporation ("DHL" and, individually,
the "DHL Loan"), Financial Investments Ltd., a Liberian
corporation ("FIL"), and Life Line Investments Ltd., a Liberian
corporation ("LLI" and, together with DHL and FIL, the
"Borrowers"), which owned (prior to the transactions described
herein) 2,099,180, 1,464,544 and 3,758,996, respectively, shares
of Reading & Bates Corporation's ("R&B") common stock
(collectively, the "Pledged R&B Stock"). Each Loan is secured by
the Pledged R&B Stock owned by the Borrower thereof.
The Initial Schedule 13D indicated that, as a result of
certain currently existing defaults in respect of the Loans, the
Filer has the right to foreclose upon and/or take ownership of,
all or some of the Pledged R&B Stock and, from time to time
thereafter, sell all or any portion of such stock.
The Filer is filing this amendment to the Initial Schedule
13D to reflect that, pursuant to the exercise of such rights, the
Filer has, in substantially simultaneous transactions effected on
May 12, 1994, obtained ownership, pursuant to the Settlement
Agreement (as defined below), of the 2,099,180 shares of R&B
common stock pledged by DHL as security for the DHL Loan and sold
such common stock in a brokered transaction on the New York Stock
Exchange.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As described in the Initial Schedule 13D, the Filer acquired
its initial interest in the Pledged R&B Stock as security for the
Loans. In acquiring temporary ownership of the R&B common stock
pledged by DHL, the source of the Filer's funds was the
satisfaction of DHL's obligations under the DHL loan, including
the obligation to pay to the Filer the principal amount of the
loan, accrued and unpaid interest thereon, and other amounts
payable to the Filer in respect thereof.
ITEM 4. PURPOSE OF TRANSACTION.
As described in the Initial Schedule 13D, the Filer has
acquired its direct and indirect security interests in the
Pledged R&B Stock solely as security for loans made by the Filer
to the Borrowers and the Borrowers' affiliate's in the ordinary
course of the Filer's business. As a consequence of the defaults
on the DHL Loan, and for the sole purpose of obtaining repayment
thereof, the Filer has, as indicated in Item 2 hereof, obtained
ownership of, and sold, the R&B common stock pledged by DHL as
security for the DHL Loan. In addition, because of existing
defaults on the Loans to LLI and FIL, the Filer may foreclose
upon all or some of its remaining security interests at any time
(including, without limitation, by taking ownership of all or
some of the R&B common stock pledged by LLI and FIL), and may,
from time to time thereafter, sell all or any portion of such
common stock transferred to the Filer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The Filer does not directly own any shares of R&B common
stock. As indicated in Item 2, immediately upon acquiring the
R&B common stock pledged by DHL, the Filer sold such shares in a
brokered transaction on the New York Stock Exchange on May 12,
1994. The transfer of the R&B common stock from DHL to the Filer
was effected through a settlement agreement, dated as of May 12,
1994 (the "Settlement Agreement"), between the Filer and DHL.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following document has been filed herewith as Exhibits
hereto:
The Settlement Agreement, dated as of May 12, 1994, between
the Filer and DHL.
* * *
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: May 13, 1994
Signature:
DEN NORSKE BANK AS
By:________________________
Tony Samuelsen,
First Vice President
Exhibit Index
Exhibit No. Exhibit
1 Settlement Agreement, dated as
May 12, 1992, between DHL and
Den norske Bank AS
SETTLEMENT AGREEMENT
SETTLEMENT AGREEMENT dated as of May 12, 1994
(this "Agreement") between DEDICATED HOLDINGS LTD., a
Liberian corporation (the "Borrower"), and DEN NORSKE
BANK AS (the "Lender").
R E C I T A L S:
WHEREAS, pursuant to the Credit Agreement dated
as of April 16, 1993 (the "Credit Agreement") between the
Borrower and the Lender, the Lender made a loan to the
Borrower in an aggregate original principal amount of
US$4,945,894.76 (the "Loan");
WHEREAS, on September 5, 1994 the Lender
delivered a letter to the Borrower to the effect that
Events of Default under the Credit Agreement had occurred
and were continuing pursuant to (a) Section 9.01(a) of
the Credit Agreement as a result of the failure of the
Borrower to pay on July 31, 1993 accrued and unpaid
interest on the Loan and accrued and unpaid Supplemental
Interest (as defined in the Credit Agreement) on such
interest pursuant to Section 3.03 of the Credit
Agreement, (b) 9.01(d) of the Credit Agreement as a
result of certain defaults by the Guarantor and certain
other Blystad Affiliates in the payment when due of
certain of their respective Indebtedness, and (c)
pursuant to Section 9.01(e) of the Credit Agreement as a
result of the commencement of a proceeding under
Insolvency Laws in respect of Rederi A/S Mimer
(collectively, the "Initial Events of Default");
WHEREAS, the Loan has become due and payable in
accordance with the terms of the Credit Agreement; and
WHEREAS, the Borrower is unable to repay the
Loan, accrued and unpaid interest thereon, accrued and
unpaid Supplemental Interest on such interest, interest
that has accrued from time to time under the Credit
Agreement on the foregoing amounts at the Default Rate
(as defined in the Credit Agreement), or any and all
other outstanding obligations owed to the Lender under
the Credit Agreement (including, without limitation,
attorney's fees and disbursements and other costs and
expenses incurred by the Lender in connection with the
enforcement and preservation of its rights and remedies);
NOW, THEREFORE, in consideration of the
premises and for other good and valuable consideration,
the receipt and sufficiency whereof are hereby
acknowledged, and subject to and upon the terms and
conditions hereinafter set forth, the parties hereto
hereby agree as follows:
Section 1. Definitions. Each capitalized term
used herein which is not otherwise defined herein shall
have, unless the context or otherwise requires, the
meaning specified for such term in the Credit Agreement
(whether by reference to another Credit Document or
otherwise).
Section 2. Terms of Settlement.
(a) Satisfaction of Obligations. Subject
to the other provisions of this Section 2 and in
accordance with Section 9-505(2) of the Uniform
Commercial Code as in effect in the State of New York:
(i) the Borrower, in complete satisfaction of the
Borrower's obligation to pay to the Lender the
outstanding principal amount of the Loan, accrued and
unpaid interest thereon, accrued and unpaid Supplemental
Interest on such interest and all of the other
Obligations (including, without limitation, the cost and
expenses of the Lender and its counsel in connection with
this Agreement and the consummation of the transactions
contemplated hereby), hereby transfers, assigns and
conveys to the Lender all of the Borrower's right, title
and interest in, to and under the Pledged Shares and the
Assigned Documents described on Schedule 1 hereto
(collectively, the "Relevant Collateral"), including,
without limitation, the right of the Borrower under the
Distribution Agreement to request BCL to initiate a
Holders Sale Event (as defined in the Registration Rights
Agreement) pursuant to Section 4.4(b) of the Registration
Rights Agreement; and (ii) the Lender shall retain, and
hereby accepts, the Relevant Collateral in satisfaction
of all of the Obligations. In furtherance of the
foregoing, the Borrower hereby irrevocably authorizes the
Lender, and hereby irrevocably appoints the Lender as its
attorney-in-fact, coupled with an interest and with full
power of substitution and full power to act alone in the
place and stead of the Borrower, to, from time to time,
in its own name or in the name of the Borrower, execute
and deliver all such instruments and other documents,
make such filings and take all such other actions as the
Lender deems necessary or advisable in order to
consummate the foregoing transfer, assignment and
conveyance (including, without limitation, the completion
by the Lender of the stock power delivered to the Lender
in respect of the Pledged Shares pursuant to the Pledge
Agreement, the tender of such stock power and the stock
certificates representing the Pledged Shares to R&B and
the transfer agent of the Pledged Shares for the purpose
of obtaining new stock certificates for the Pledged
Shares in the name of the Lender or any other Person
designated by the Lender, the delivery of such notices,
opinions and other documents to R&B and such transfer
agent under the Registration Rights Agreement as may be
desirable for the Lender to effectively obtain, in
accordance with the terms thereof, the rights of the
Borrower thereunder and the re-registration of the Pledge
Shares in the name of the Lender).
(b) Certain Waivers by the Borrower. The
Borrower hereby waives and renounces any and all rights
it has, whether in equity, at law or otherwise
(including, without limitation, under Section 9-505(2) of
the Uniform Commercial Code as in effect in the State of
New York), to (i) redeem any or all of the Relevant
Collateral or any portion thereof, and (ii) receive any
of the proceeds from any sale, transfer, assignment or
other disposition of any of the Relevant Collateral or
any portion thereof, even if such proceeds exceed the
aggregate outstanding amount of the Obligations
immediately prior to giving effect to the settlement
contemplated hereby.
(c) Survival of Representations,
Indemnities, Etc. Notwithstanding anything to the
contrary contained herein, all warranties,
representations and indemnities made by the Borrower
herein or in any Credit Document shall survive the
execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby.
(d) Reinstatement of Obligations.
Notwithstanding anything to the contrary contained
herein, in the event the transfer, assignments,
conveyance and retention of all or any of the Relevant
Collateral to and by the Lender pursuant to the terms
hereof is subsequently invalidated, declared to be
fraudulent or preferential or set aside, or in the event
the Lender is required to re-transfer to the Borrower or
any other Person any of the Relevant Collateral or pay to
the Borrower or any other Person any proceeds from the
Relevant Collateral received at any time by the Lender,
in any such case under any Insolvency Law or other
federal, state or foreign law, common law or equitable
cause, then the Obligations (including, without
limitation, the obligation of the Borrower to immediately
repay the Loan) shall be reinstated, automatically as of
the date hereof, (i) in the case of any such re-transfer
of any of the Relevant Collateral, in full, and (ii) in
the case of any such payment, to the extent of the amount
of such payment.
Section 3. Further Assurances. In case at any
time on or after the date hereof any further action is
necessary or desirable in order to carry out the terms
and purposes of this Agreement, each party hereto shall
promptly take all such actions (including, without
limitation, the execution, delivery and/or filing of such
further instruments and documents) as the other party
hereto may reasonably request for such purposes or as
otherwise may be necessary or desirable to complete or
perfect the transactions contemplated hereby.
Section 4. Covenants and Representations of
Lender. The Lender:
(a) agrees for the benefit of the parties
to the Registration Rights Agreement that (i) the Lender
shall be bound by the terms and provisions of the
Registration Rights Agreement, and (ii) the Pledged
Shares shall continue to be subject to the terms and
provisions of the Registration Rights Agreement in
accordance with the terms thereof; and
(b) represents and warrants for the
benefit of R&B and the Holders (as such term is defined
in the Registration Rights Agreement as in effect on the
date hereof) that it is acquiring its interest in the
Pledged Shares for its own accounts in satisfaction of
the Obligations and not with a view to the distribution
thereof or with any present intention of distributing or
selling all or any portion thereof other than pursuant to
an effective registration statement filed with the United
States Securities and Exchange Commission, all without
prejudice, however, to the Lender's right at any time
lawfully to sell or otherwise dispose of, in accordance
with the Registration Rights Agreement, all or any
portion of the Pledged Shares. The Lender acknowledges
and agrees for the benefit of R&B and the Holders that
the Pledged Shares may be sold (which sales, other than
pursuant to an effective registration statement filed
with the United States Securities and Exchange
Commission, are not now contemplated) only if registered
pursuant to the Securities Act, if an exemption from
registration is available or under circumstances where
neither such registration nor such an exemption is
required by law.
Section 5. Miscellaneous.
(a) Binding Effect; Successors and
Assigns. This Agreement and all of the terms hereof
shall be binding upon, and shall inure to the benefit of
and be enforceable by, the parties hereto and their
respective successors and permitted assigns; provided
that the Borrower may not assign or delegate, as
applicable, any of its rights, interests or obligations
hereunder to any Person without the prior written consent
of the Lender.
(b) Headings Descriptive. The headings
of the several sections of the this Agreement are
inserted for convenience only and shall not in any way
affect the meaning or construction of any provision of
this Agreement.
(c) Severability. In case any provision
in, or obligation under, this Agreement shall be invalid,
illegal or unenforceable in any jurisdiction, the
validity, legality, and enforceability of the remaining
provisions or obligations under this Agreement, or of
such provision or obligation in any other jurisdiction,
shall not in any way be affected or impaired thereby.
(d) Counterparts. This Agreement may be
executed in any number of counterparts and by the
different parties hereto on separate counterparts, each
of which when so executed and delivered shall be an
original, but all of which shall together constitute one
and the same instrument.
(e) Governing Law. THIS AGREEMENT AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.
(f) Waiver of Trial by Jury. EACH OF THE
BORROWER AND THE LENDER HEREBY WAIVES ANY RIGHT TO TRIAL
BY JURY ON ANY CLAIM, COUNTERCLAIM, SET-OFF, DEMAND,
ACTION OR CAUSE OF ACTION (a) ARISING OUT OF OR IN ANY
WAY PERTAINING OR RELATING TO THIS AGREEMENT OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH OR THEREWITH, OR (b) IN ANY WAY
CONNECTED WITH OR PERTAINING OR RELATED TO OR INCIDENTAL
TO ANY DEALINGS OF ANY SUCH PERSONS WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT
EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR IN
CONNECTION WITH THE TRANSACTIONS RELATED HERETO OR
THERETO OR CONTEMPLATED HEREBY OR THEREBY OR THE EXERCISE
OF ANY SUCH PERSON'S RIGHTS AND REMEDIES HEREUNDER OR
THEREUNDER, IN ALL OF THE FOREGOING CASES WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT, TORT OR OTHERWISE. EACH SUCH PERSON AGREES
THAT ANY OF THEM MAY FILE A COPY OF THIS AGREEMENT WITH
ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY
AND BARGAINED AGREEMENT BETWEEN SUCH PERSONS IRREVOCABLY
TO WAIVE TRIAL BY JURY, AND THAT ANY DISPUTE OR
CONTROVERSY OF ANY KIND WHATSOEVER BETWEEN ANY SUCH
PERSONS SHALL INSTEAD BE TRIED IN A COURT OF COMPETENT
JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.
IN WITNESS WHEREOF, the parties hereto have
caused their respective duly authorized officers to
execute and deliver this Settlement Agreement as of the
date first above written.
DEDICATED HOLDINGS LTD.
By:
Name:
Title:
DEN NORSKE BANK AS
By:
Name:
Title:
Schedule 1 to
Settlement Agreement
DESCRIPTION OF RELEVANT COLLATERAL
1. 2,099,180 shares of common stock of Reading &
Bates Corporation, par value US$0.05 per share,
represented by stock certificate number
RB 0480, and such stock certificate.
2. Registration Rights Agreement dated as of March
27, 1991, as amended, by and among Reading &
Bates Corporation, BCL Investment Partners,
L.P. and certain other holders of shares of
common stock of Reading & Bates Corporation.
3. Registration Rights Agreement Notice and
Consent dated April 12, 1993 from BCL
Investment Partners, L.P., Greenwing
Investments, Inc., Serife Investments, N.V.,
Dedicated Holdings, Ltd., Financial
Investments, Ltd., Life Line Investments, Ltd.,
RBY, Ltd., N&M Holdings N.V. and Workships
Intermediaries N.V to Reading & Bates
Corporation, agreed to as of such date by
Reading & Bates Corporation.
4. Assignment and Assumption Agreement dated on or
about April 20, 1993 among BCL Investment
Partners, L.P., Greenwing Investments, Inc.,
Serife Investments, N.V., Dedicated Holdings,
Ltd., Financial Investments, Ltd., Life Line
Investments, Ltd., RBY, Ltd., N&M Holdings N.V.
and Workships Intermediaries N.V.
5. Stockholders Agreement dated on or about
April 20, 1993 among BCL Investment Partners,
L.P., Greenwing Investments, Inc., Serife
Investments, N.V., Dedicated Holdings, Ltd.,
Financial Investments, Ltd., Life Line
Investments, Ltd., RBY, Ltd., N&M Holdings N.V.
and Workships Intermediaries N.V.
