READING & BATES CORP
10-K/A, 1994-06-23
DRILLING OIL & GAS WELLS
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                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                                                             
                               FORM 10-K/A
                             Amendment No. 4

   (Mark One)
     X    ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
          For the fiscal year ended December 31, 1993
                                         OR
          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
          OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
          For the transition period from ___________ to ___________.

                             Commission File No. 1-5587

                             READING & BATES CORPORATION
             (Exact name of registrant as specified in its charter)

                Delaware                                  73-0642271
       (State or other jurisdiction of                   (I.R.S. Employer
       incorporation or organization)                   Identification No.)

           901 Threadneedle, Suite 200, Houston, TX            77079
         (Address of principal executive offices)           (Zip Code)

         Registrant's telephone number, including area code   713-496-5000

             SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                       Name of Each Exchange
      Title of Each Class                               on Which Registered
      -------------------                              ---------------------
 Common Stock, $.05 par value                          New York Stock Exchange
                                                       Pacific Stock Exchange
 $1.625 Convertible Preferred Stock, $1.00 par value   New York Stock Exchange


          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None

      Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act  of
1934 during  the preceding  12 months  (or for  such shorter  period that  the
registrant was required to  file such reports),  and (2) has  been subject  to
such filing requirements for the past 90 days.  Yes X            No___  

      Indicate  by check mark if disclosure of  delinquent filers pursuant to
Item  405  of Regulation  S-K  is  not  contained  herein,  and  will  not  be
contained,  to the  best  of  registrant's knowledge,  in definitive  proxy or
information statements incorporated  by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. [  ]

                 AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
                  NONAFFILIATES ON FEBRUARY 28, 1994 - $160,635,000

                    NUMBER OF SHARES OF COMMON STOCK OUTSTANDING
                          ON FEBRUARY 28, 1994 - 55,488,588

           NUMBER OF SHARES OF NON-VOTING CONVERTIBLE CLASS B COMMON STOCK
                       OUTSTANDING ON FEBRUARY 28, 1994 - NONE

                         DOCUMENTS INCORPORATED BY REFERENCE
     1)   Proxy Statement for Annual  Meeting of Stockholders  to be held on
          May 10, 1994 - Part III

==============================================================================

                             PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

  (a) Financial Statements, Schedules and Exhibits

    1.  Financial Statements:

      Reports of Independent Public Accountants
      Consolidated Balance Sheet as of December 31, 1993 and 1992
      Consolidated Statement of Operations for the years ended December 31,
           1993, 1992 and 1991
      Consolidated Statement of Cash Flows for the years ended December 31,
           1993, 1992 and 1991
      Consolidated Statement of  Stockholders' Equity (Deficit) for the years
           ended December 31, 1993, 1992  and 1991
      Notes to Consolidated Financial Statements
      Supplemental Consolidated Financial Information (unaudited)

    2.  Schedules:

      Reports of Independent Public Accountants
      Schedule II     -   Amounts Receivable from Related Parties
      Schedule V      -   Property and Equipment
      Schedule VI     -   Accumulated Depreciation and Amortization of
                          Property and Equipment
      Schedule IX     -   Short-term Obligations
      Schedule X      -   Supplementary Consolidated Statement of Operations
                          Information
      All other schedules are omitted because they are not required or are not
           applicable.


3.  Exhibits:
      
  Exhibit 3.1         -  The Registrant's Restated Certificate of
                         Incorporation, as amended through October 2, 1992.
                         (Filed as Exhibit 3.1 to the Company's Annual
                         Report on Form 10-K for 1992 and incorporated
                         herein by reference.)

  Exhibit 3.2         -  The Registrant's Certificate of Designations of
                         $1.625 Convertible Preferred Stock ($1.00 par 
                         value).  (Filed as Exhibit (a) to Amendment No. 1
                         to the Registrant's Form 8-A/A dated July 22, 1993
                         and incorporated herein by reference.)

  Exhibit 3.3         -  The Registrant's Bylaws.  (Filed as Exhibit 4.2 to
                         the Company's Registration No. 33-44237 and
                         incorporated herein by reference.)

  Exhibit 4.1         -  Indenture relating to the Registrant's 8% Senior
                         Subordinated Convertible Debentures due  1998 
                         dated as of August 29, 1989, between the Registrant
                         and IBJ Schroder Bank & Trust Company, as
                         Trustee.  (Filed as Exhibit 4.1 to the Company's
                         Annual Report on Form 10-K for 1989 and
                         incorporated herein by reference.)

  Exhibit 4.2         -  Form of the Registrant's registered 8% Senior
                         Subordinated Convertible Debentures due 1998. 
                         (Filed as Exhibit 4.2 to Registration No. 33-28580
                         and incorporated herein by reference.)

  Exhibit 4.3         -  Form of the Registrant's bearer 8% Senior
                         Subordinated Convertible Debentures due 1998. 
                         (Filed as Exhibit 4.3 to Registration No. 33-28580
                         and incorporated herein by reference.)

  Exhibit 4.4         -  Indenture dated as of December 1, 1980 among
                         Reading & Bates Energy Corporation N.V., the
                         Registrant, as Guarantor, and U.S. Trust Company,
                         as Successor Trustee, relating  to the 8% 
                         Convertible Subordinated Debentures  due 1995
                         issued by Reading & Bates Energy Corporation N.V.,
                         and guaranteed by the Registrant.  (Filed as 
                         Exhibit 4.4 to Registration No. 33-28580 and
                         incorporated herein by reference.)

  Exhibit 4.5         -  Form of 8% Convertible Subordinated Debentures
                         due 1995 issued by Reading & Bates Energy
                         Corporation N.V., and guaranteed by the Registrant.
                         (Filed as Exhibit 4.5 to Registration No. 33-28580
                         and incorporated herein by reference.)

  Exhibit 4.6         -  Form of the Registrant's Common Stock Certificate.
                         (Filed as Exhibit 4.6 to Registration No. 33-51120
                         and incorporated herein by reference.)

  Exhibit 4.7         -  Form of Preferred Stock Certificate for $1.625
                         Convertible Preferred Stock ($1.00 par value). 
                         (Filed as Exhibit 4.4 to Registration No.
                         33-65476 and incorporated herein by reference.)

  Exhibit 4.8         -  Registration Rights Agreement dated as of March 29,
                         1991 among the Registrant, Holders as referred
                         therein and members of Offering Committee as
                         referred therein.  (Filed as Exhibit 4.22 to the
                         Company's Annual Report on Form 10-K for 1990
                         and incorporated herein by reference.)

  Exhibit 4.9         -  Amendment No. 1, dated as of September 1, 1992, to
                         the Registration Rights Agreement filed as Exhibit
                         4.7 hereto. (Filed as Exhibit 4.18 to Registration
                         No. 33-51120 and incorporated herein by reference.)

  Exhibit 4.10        -  Amendment No. 2, dated as of June 1, 1993, to the
                         Registration Rights Agreement.  (Filed as Exhibit
                         4.8 to Registration No. 33-65476 and incorporated
                         herein by reference.)

  Exhibit 4.11        -  Agreement dated as of March 27, 1991 among the
                         Registrant, R&B Rig Investment Partners, L.P., 
                         R&B MODU Investment Associates, L.P., M&W
                         Investment Partners, L.P., and BCL Investment
                         Partners, L.P.  (Filed as Exhibit 4.24 to the
                         Company's Annual Report on Form 10-K for 1990
                         and incorporated herein by reference.)

  Exhibit 4.12        -  Termination Agreement dated as of September 14,
                         1993 between the Registrant and BCL Investment
                         Partners, L.P.

  Exhibit 4.13        -  Agreement dated March 29, 1991 between the
                         Registrant and R&B Investment Partnership, L.P. 
                         (Filed as Exhibit 4.25 to the Company's Annual
                         Report on Form 10-K for 1990 and incorporated
                         herein by reference.)

  Exhibit 4.14        -  Amendment No. 1 dated as of January 1, 1992
                         between the Registrant and R&B Investment
                         Partnership, L.P.

  Exhibit 4.15        -  Amendment No. 2 dated as of January 1, 1992
                         between the Registrant and R&B Investment
                         Partnership, L.P.

  Exhibit 4.16        -  Termination Agreement dated as of September 14,
                         1993 between the Registrant and R&B Investment
                         Partnership, L.P.

  Exhibit 4.17        -  Preferred Stock Subscription Agreement dated as of
                         September 3, 1991 between Registrant and the
                         subscribers, as amended. (Filed as Exhibit 4.12 to
                         Registration No. 33-51120 and incorporated herein
                         by reference.)

  Exhibit 4.18        -  Subscription Agreement dated as of September 3,
                         1991 between Registrant and the subscribers, as
                         amended.  (Filed as Exhibit 4.14 to Registration 
                         No. 33-51120 and incorporated herein by reference.)

  Exhibit 4.19        -  Agreement dated as of October 15, 1992 between the
                         Registrant and the Subscribers as defined therein.
                         (Filed as Exhibit 10.63 to Registration No. 33-
                         51120 and incorporated herein by reference.)

  Exhibit 4.20        -  Common Stock Issuance Agreement dated April 19,
                         1991 between the Company and J. W. Bates, Jr., as
                         amended.  (Filed as Exhibit 4.15 to Registration
                         No. 33-51120 and incorporated herein by reference.)

  Exhibit 4.21        -  Common Stock Issuance Agreement dated April 15,
                         1991 between the Company and R. A. Tappmeyer, as
                         amended.  (Filed as Exhibit 4.16 to Registration
                         No. 33-51120 and incorporated herein by reference.)

  Exhibit 4.22        -  Common Stock Issuance Agreement dated April 1991
                         between the Company and C. E. Thornton, as
                         amended.  (Filed as Exhibit 4.17 to Registration
                         No. 33-51120 and incorporated herein by reference.)

  Exhibit 10.1        -  Amended and Restated Lease Restructuring
                         Agreement dated as of March 29, 1991 among the
                         Registrant, other obligors, the Lessors, the Lease
                         Lenders, the Lease Trustees, the Lease Lenders, the
                         Lease Trustees, the Lease Equity Participant and
                         the Lease Agent, all as named therein.  (Filed
                         as Exhibit 4.26 to the Company's Annual Report on
                         Form 10-K for 1990 and incorporated herein by
                         reference.)

  Exhibit 10.2        -  Bareboat Charter Party Amendment No. 2 dated
                         March 29, 1991 between The Connecticut National
                         Bank, as Owner Trustee and Reading & Bates
                         Drilling Co., a subsidiary of the Registrant, as
                         Charterer.  (Filed as Exhibit 4.27 to the Company's
                         Annual Report on Form 10-K for 1990 and
                         incorporated herein by reference.)

  Exhibit 10.3        -  Bareboat Charter Party Amendment No. 3 dated as of
                         March 29, 1991 between The Connecticut National
                         Bank, as Owner Trustee and Reading & Bates
                         Exploration Co., a subsidiary of the Registrant, as
                         Charterer.  (Filed as Exhibit 4.28 to the Company's
                         Annual Report on Form 10-K for 1990 and
                         incorporated herein by reference.)

  Exhibit 10.4        -  Amendment No. 1 to Trust Indenture and First
                         Preferred Ship Mortgage dated as of March 29, 1991
                         between Reading & Bates Exploration Co., a
                         subsidiary of the Registrant, and State Street Bank
                         and Trust Company of Connecticut, National
                         Association, as Indenture Trustee.  (Filed as
                         Exhibit 4.29 to the Company's Annual Report on
                         Form 10-K for 1990 and incorporated herein by
                         reference.)

  Exhibit 10.5        -  Credit Facility Agreement dated as of March 29,
                         1991 among the Registrant, Reading & Bates Drilling
                         Co., Reading & Bates Exploration Co., Reading and
                         Bates, Inc. and Resources Conservation Company,
                         subsidiaries of the Registrant, and NMB Postbank
                         Groep, N.V.  (Filed as Exhibit 4.30 to the
                         Company's Annual Report on Form 10-K for 1990
                         and incorporated herein by reference.)

  Exhibit 10.6        -  Amendment No. 1, dated as of May 24, 1991, to the
                         Credit Facility Agreement dated as of March 29,
                         1991  among the Registrant, Reading & Bates
                         Drilling Co., Reading & Bates Exploration Co.,
                         Reading & Bates, Inc. and Resources Conservation
                         Company, subsidiaries of the Registrant, and NMB
                         Postbank Groep, N.V.  (Filed as Exhibit 4.32 to the
                         Company's Annual Report on Form 10-K for 1991
                         and incorporated herein by reference.)

  Exhibit 10.7        -  Amendment No. 2, dated as of June 28, 1991, to the
                         Credit Facility Agreement dated as of March 29,
                         1991 among the Registrant, Reading & Bates Drilling
                         Co., Reading & Bates Exploration Co., Reading &
                         Bates, Inc. and Resources Conservation Company,
                         subsidiaries of the Registrant, and NMB Postbank
                         Groep, N.V.  (Filed as Exhibit 4.33 to the
                         Company's Annual Report on Form 10-K for 1991
                         and incorporated herein by reference.)

  Exhibit 10.8        -  Amendment No. 3, dated as of August 30, 1991, to
                         the Credit Facility Agreement dated as of March 29,
                         1991 among the Registrant, Reading & Bates Drilling
                         Co., Reading & Bates Exploration Co., Reading &
                         Bates, Inc. and Resources Conservation Company,
                         subsidiaries of the Registrant, and NMB Postbank
                         Groep, N.V.  (Filed as Exhibit 4.34 to the
                         Company's Annual Report on Form 10-K for 1991
                         and incorporated herein by reference.)

  Exhibit 10.9        -  Amendment No. 4, dated as of June 30, 1992, to the
                         Credit Facility Agreement dated as of March 27,
                         1991 among the Registrant, Reading and Bates
                         Drilling Co., Reading and Bates Exploration Co. and
                         Reading and Bates, Inc., subsidiaries of the
                         Registrant, and Internationale Nederlanden Bank
                         N.V. (formerly known as NMB Postbank Groep
                         N.V.). (Filed as Exhibit 10.61 to Registration No.
                         33-51120 and incorporated herein by reference.)

  Exhibit 10.10       -  Amendment No. 5, dated as of February
                         23, 1993, to the Credit Facility
                         Agreement dated as of March 27, 1991
                         among the Registrant, Reading and Bates
                         Drilling Co., Reading and Bates
                         Exploration Co., and Reading and Bates,
                         Inc., subsidiaries of the Registrant, and
                         Internationale Nederlanden Bank N.V. 
                         (Filed as Exhibit 10.10 to the Company's
                         Annual Report on Form 10-K for 1992
                         and incorporated herein by reference.)

  Exhibit 10.11       -  Agreement dated August 18, 1993 among
                         the Registrant, Reading & Bates Drilling
                         Co., Reading & Bates Exploration Co.,
                         and Reading & Bates, Inc., subsidiaries
                         of the Registrant, and Internationale
                         Nederlanden Bank N.V.

  Exhibit 10.12       -  Pledge Agreement dated August 18, 1993
                         among the Registrant, Reading & Bates
                         Drilling Co., Reading & Bates
                         Exploration Co., and Reading & Bates,
                         Inc., subsidiaries of the Registrant, and
                         Internationale Nederlanden Bank N.V.
     
  Exhibit 10.13*      -  Reading & Bates 1990 Stock Option
                         Plan.  (Filed as Appendix A to the
                         Company's Proxy Statement dated April
                         26, 1993 and incorporated herein by
                         reference.)

  Exhibit 10.14*      -  1992 Long-Term Incentive Plan of
                         Reading & Bates Corporation.  (Filed as
                         Exhibit B to the Registrant's Proxy
                         Statement dated April 27, 1992 and
                         incorporated herein by reference.)

  Exhibit 10.15*      -  Director Stock Option Agreement dated
                         as of September 14, 1993 between the
                         Registrant and C. A. Donabedian.

  Exhibit 10.16*      -  Director Stock Option Agreement dated
                         as of September 14, 1993 between the
                         Registrant and J. W. McLean.

  Exhibit 10.17*      -  Director Stock Option Agreement dated
                         as of September 14, 1993 between the
                         Registrant and R. L. Sandmeyer.

  Exhibit 10.18*      -  Director Stock Option Agreement dated
                         as of September 14, 1993 between the
                         Registrant and S. A. Webster.

  Exhibit 10.19       -  Pledge of shares of stock of Reading &
                         Bates Drilling Co., Reading & Bates
                         Exploration Co., and Reading and Bates,
                         Inc., to NMB Postbank Groep N.V.
                         and/or its affiliates or trustees acting on
                         behalf of any of the foregoing.  (Filed as
                         Exhibit 10.33 to the Company's Annual
                         Report on Form 10-K for 1990 and
                         incorporated herein by reference.)

  Exhibit 10.20       -  Agreement dated as of August 31, 1991
                         among Registrant, Arcade Shipping AS
                         and Sonat Offshore Drilling Inc.  (Filed
                         as Exhibit 10.40 to the Company's
                         Annual Report on Form 10-K for 1991
                         and incorporated herein by reference.)

  Exhibit 10.21*      -  Employment Agreement dated as of
                         November 1, 1991 between the
                         Registrant and L. E. Voss, Jr.  (Filed as
                         Exhibit 10.34 to the Company's Annual
                         Report on Form 10-K for 1991 and
                         incorporated herein by reference.)

  Exhibit 10.22*      -  Amendment No. 1, dated as of October
                         1, 1993, to the Employment Agreement
                         dated as of November 1, 1991 between
                         the Registrant and L. E. Voss, Jr.

  Exhibit 10.23*      -  Employment Agreement dated as of
                         November 1, 1991 between the
                         Registrant and T. W. Nagle.  (Filed as
                         Exhibit 10.35 to the Company's Annual
                         Report on Form 10-K for 1991 and
                         incorporated herein by reference.)

  Exhibit 10.24*      -  Amendment No. 1, dated as of October
                         1, 1993, to the Employment Agreement
                         dated as of November 1, 1991 between
                         the Registrant and T. W. Nagle.

  Exhibit 10.25*      -  Employment Agreement dated as of
                         November 1, 1991 between the
                         Registrant and C. R. Ofner.  (Filed as
                         Exhibit 10.36 to the Company's Annual
                         Report on Form 10-K for 1991 and
                         incorporated herein by reference.)

  Exhibit 10.26*      -  Amendment No. 1, dated as of October
                         1, 1993, to the Employment Agreement
                         dated as of November 1, 1991 between
                         the Registrant and C. R. Ofner.

  Exhibit 10.27*      -  Employment Agreement dated as of
                         November 1, 1991 between the
                         Registrant and D. L. McIntire.  (Filed as
                         Exhibit 10.37 to the Company's Annual
                         Report on Form 10-K for 1991 and
                         incorporated herein by reference.)

  Exhibit 10.28*      -  Amendment No. 1, dated as of October
                         1, 1993, to the Employment Agreement
                         dated as of November 1, 1991 between
                         the Registrant and D. L. McIntire.

  Exhibit 10.29*      -  Employment Agreement dated as of
                         November 1, 1991 between the
                         Registrant and W. K. Hillin.  (Filed as
                         Exhibit 10.38 to the Company's Annual
                         Report on Form 10-K for 1991 and
                         incorporated herein by reference.)

  Exhibit 10.30*      -  Amendment No. 1, dated as of October
                         1, 1993, to the Employment Agreement
                         dated as of November 1, 1991 between
                         the Registrant and W. K. Hillin.

  Exhibit 10.31*      -  Employment Agreement dated as of
                         January 1, 1992 between the Registrant
                         and Paul B. Loyd, Jr.  (Filed as Exhibit
                         10.42 to Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.32*      -  Amendment No. 1, dated as of October
                         1, 1993, to the Employment Agreement
                         dated as of January 1, 1992 between the
                         Registrant and Paul B. Loyd, Jr.

  Exhibit 10.33*      -  Employment Agreement dated as of
                         January 1, 1992 between the Registrant
                         and C. Kirk Rhein, Jr.  (Filed as Exhibit
                         10.43 to Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.34*      -  Amendment No. 1, dated as of October
                         1, 1993, to the Employment Agreement
                         dated as of January 1, 1992 between the
                         Registrant and C. Kirk Rhein, Jr.

  Exhibit 10.35*      -  Employment Agreement dated as of
                         January 1, 1992 between the Registrant
                         and J. T. Angel.  (Filed as Exhibit 10.44
                         to Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.36*      -  Agreement amending Employment
                         Agreement dated October 7, 1993
                         between the Registrant and J. T. Angel.

  Exhibit 10.37       -  Galloway Waiver Agreement dated as of
                         May 31, 1991 among the Noteholders,
                         the Owner Trustee and the Indenture
                         Trustee named therein.  (Filed as Exhibit
                         10.45 to Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.38       -  Thornton Waiver Agreement dated as of
                         May 31, 1991 among the Noteholders,
                         the Owner Trustee and the Indenture
                         Trustee named therein.  (Filed as Exhibit
                         10.46 to Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.39       -  Galloway Rescission Agreement dated as
                         of June 28, 1991 among Reading & Bates
                         Drilling Co., the Registrant, the
                         Noteholders, the Owner Trustee, the
                         Indenture Trustee and the Owner
                         Participant named therein.  (Filed as
                         Exhibit 10.47 to Registration No. 33-
                         51120 and incorporated herein by
                         reference.)

  Exhibit 10.40       -  Galloway Assignment Agreement dated
                         as of June 28, 1991 between the Holders
                         named therein and the NMB Postbank
                         Groep N.V.  (Filed as Exhibit 10.48 to
                         Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.41       -  Thornton Rescission Agreement dated as
                         of June 28, 1991 among Reading & Bates
                         Exploration Co., the Registrant, the
                         Noteholders, the Owner Trustee, the
                         Indenture Trustee and the Owner
                         Participant named therein.  (Filed as
                         Exhibit 10.49 to Registration No. 33-
                         51120 and incorporated herein by
                         reference.)

  Exhibit 10.42       -  Thornton Assignment Agreement dated
                         as of June 28, 1991 between the Holders
                         named therein and NMB Postbank Groep
                         N.V.  (Filed as Exhibit 10.50 to
                         Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.43       -  Facility Agreement dated February 21,
                         1991 between Arcade Drilling AS, Chase
                         Investment Bank Limited and The Chase
                         Manhattan Bank, N.A.  (Filed as Exhibit
                         10.51 to Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.44       -  Hull 515 Rig Management Agreement
                         dated October 26, 1990 between Arcade
                         Drilling AS and Sonat Offshore Drilling
                         Inc.  (Filed as Exhibit 10.52 to
                         Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.45       -  HG Rig Management Agreement dated
                         October 26, 1990 between Arcade
                         Drilling AS and Sonat Offshore Drilling
                         Inc.  (Filed as Exhibit 10.53 to
                         Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.46       -  Modification Agreement dated as of May
                         27, 1992 between Arcade Drilling AS
                         and Sonat Offshore Drilling Inc.  (Filed
                         as Exhibit 10.54 to Registration No. 33-
                         51120 and incorporated herein by
                         reference.)

  Exhibit 10.47       -  Credit Facility Letter dated May 12,
                         1992 between Arcade Shipping AS and
                         The Chase Manhattan Bank, N.A., as
                         amended on May 14, 1992.  (Filed as
                         Exhibit 10.55 to Registration No. 33-
                         51120 and incorporated herein by
                         reference.)

  Exhibit 10.48       -  Letter Agreement dated May 12, 1992
                         between the Registrant and The Chase
                         Manhattan Bank, N.A. regarding
                         undertakings with respect to a credit
                         facility issued as of the same date to
                         Arcade Shipping AS.  (Filed as Exhibit
                         10.56 to Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.49       -  Charter Payments Agreement dated as of
                         September 30, 1991 among the
                         Registrant, Reading & Bates Drilling
                         Co., Reading & Bates Exploration Co.,
                         Reading and Bates, Inc. and NMB
                         Postbank Groep, N.V.  (Filed as Exhibit
                         10.57 to Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.50       -  Amendment No. 1, dated as of June 30,
                         1992, to Charter Payments Agreement
                         dated as of September 30, 1991 among
                         the Registrant, Reading and Bates
                         Drilling Co., Reading and Bates
                         Exploration Co., Reading and Bates, Inc.
                         and Internationale Nederlanden Bank
                         N.V. (formerly known as NMB Postbank
                         Groep N.V.).  (Filed as Exhibit 10.36 to
                         the Company's Annual Report on Form
                         10-K for 1992 and incorporated herein by
                         reference.)

  Exhibit 10.51       -  Floating Rate Loan Facility Agreement
                         dated September 19, 1991 between Gade
                         Shipping Corporation, Skandinaviska
                         Enskilda Banken, London Branch and
                         Den norske Bank AS.  (Filed as Exhibit
                         10.58 to Registration No. 33-51120 and
                         incorporated herein by reference.)

  Exhibit 10.52       -  Bareboat Charter dated September 4,
                         1991 between K/S UL Arcade and
                         Arcade Shipping AS (regarding
                         motorvessel "ARCADE FALCON"). 
                         (Filed as Exhibit 10.59 to Registration
                         No. 33-51120 and incorporated herein by
                         reference.) 

  Exhibit 10.53       -  Bareboat Charter dated September 4,
                         1991 between K/S UL Arcade and
                         Arcade  Shipping AS (regarding
                         motorvessel "ARCADE EAGLE"). 
                         (Filed as Exhibit 10.60 to Registration
                         No. 33-51120 and incorporated herein by
                         reference.)

  Exhibit 10.54       -  ISDA Interest and Currency Exchange
                         Agreement dated as of October 26, 1990
                         between the Chase Manhattan Bank,
                         N.A. and K/S Frontier Drilling, and
                         Novation Agreement with respect thereto
                         dated February 28, 1991.   (Filed as
                         Exhibit 10.62 to Registration
                         No. 33-51120 and incorporated herein by
                         reference.)

  Exhibit 10.55       -  Letter Agreement dated March 11, 1994  between
                         the Registrant and DeepTech International, Inc.

   Exhibit 11         -  Computation of Earnings Per Common Share

   Exhibit 16         -  Letter re Change in Certifying Accountant (filed as
                         Exhibit 16.1 to the Company's Form 8-K  dated
                         December 2, 1992 and incorporated herein by
                         reference).

   Exhibit 21         -  Schedule of Subsidiaries of the Company
 
   Exhibit 23.1       -  Consent of Arthur Andersen & Co.

   Exhibit 23.2       -  Consent of Coopers & Lybrand

   Exhibit 99         -  Annual Report on Form 11-K with respect to Reading
                         & Bates Savings Plan.


      Instruments with respect to certain long-term obligations of the Company
are not being filed as exhibits hereto as the securities authorized thereunder 
do not exceed 10% of the Company's total assets.  The Company agrees to furnish
a copy of each such instrument to the Securities and Exchange Commission upon
its request.

                 
  *   Management contract or compensatory plan or arrangement required
      to be filed as an exhibit pursuant to the requirements of Item 14(c) of
      Form 10-K.

  (b) Reports on Form 8-K

      During the three months ending December 31, 1993 five Current
      Reports on Form 8-K were filed. A Current Report on Form 8-K
      dated October 12, 1993 announcing  the resignation of J.T. Angel,
      dated October 21, 1993 announcing the Company's 3rd quarter 1993
      earnings, dated November 5, 1993 announcing that AGIP S.p.A. did
      not exercise their remaining options under a contract with the "JACK
      BATES", dated November 18, 1993 announcing the mobilization of
      the "M.G. HULME, JR." from the Mediterranean Sea to the Gulf of
      Mexico, and dated December 9, 1993 announcing that the Company
      had received a letter of intent for a drilling contract in the Gulf of
      Mexico for the "M.G. HULME, JR.".
 


                             SIGNATURE

           Pursuant to the requirements of Section 13 or 15(d) of the 
      Securities Exchange Act of 1934, the Registrant has duly caused
      this report to be signed by the undersigned, thereunto duly
      authorized on June 23, 1994.


                                    READING & BATES CORPORATION



                                    By /s/T. W. Nagle
                                       -------------------------
                                       T. W. Nagle
                                       Vice President and Chief
                                       Financial Officer




                                                                 Exhibit 99
                                                                 ----------


                               UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C.  20549

                                  FORM 11-K

                Annual Report Pursuant to Section 15(d) of the
                        Securities Exchange Act of 1934

                  For the fiscal year ended December 31, 1993

                          Commission File No. 1-5587

                         READING & BATES SAVINGS PLAN

                         READING & BATES CORPORATION

                         901 Threadneedle, Suite 200
                            Houston, Texas  77079

          The Reading & Bates Savings Plan Financial Statements and Schedules
     as of December 31, 1993  together with  auditors' report  and Consent of
     Independent  Public  Accountants  has  been  filed  under  Form SE dated
     June 22, 1994 pursuant to Rule 311(c) of Regulation S-T.




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