As filed with the Securities and Exchange Commission on October 14, 1994
Registration No. 33-
============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
READING & BATES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 73-0642271
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
____________________
901 Threadneedle, Suite 200, Houston, TX 77079
(713) 496-5000
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
WAYNE K. HILLIN, ESQ.
Senior Vice President,
General Counsel and Secretary
Reading & Bates Corporation
901 Threadneedle, Suite 200
Houston, Texas 77079
(713) 496-5000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
DOUGLAS R. DAVIS, ESQ.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(212) 530-5148
Approximate date of commencement of proposed sale to the public:
From time to time after the Registration Statement becomes
effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. _____
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. __X__
____________________
<PAGE>
CALCULATION OF REGISTRATION FEE
===============================================================================
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of each Amount Offering Aggregate Amount of
Class of Securities to be Price Offering Registration
to be Registered Registered Per Unit (1) Price (1) Fee
<S> <C> <C> <C> <C>
- -------------------------------------------------------------------------------
| | | |
Common Stock, par value | | | |
$.05 per share . . . . . . | 4,230,235 | $6.625 | $28,025,307 | $9,664
| | | |
===============================================================================
<F1>
(1)Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and
low prices reported in the New York Stock Exchange Composite
Transactions on October 13, 1994.
</TABLE>
____________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
The prospectus contained herein is a combined prospectus for purposes
of Rule 429 of the Securities Act of 1933, as amended, and relates to
this registration statement and the registration statement on Form S-3
No. 33-50565.
===============================================================================
<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 14, 1994
READING & BATES CORPORATION
25,938,802 Shares
Common Stock
The shares (the "Shares") of common stock, par value $.05 per
share (the "Common Stock"), of Reading & Bates Corporation (the
"Company") offered hereunder may be offered from time to time by
certain stockholders of the Company (the "Selling Stockholders"). See
"Selling Stockholders" and "Plan of Distribution". The Company will
not receive any proceeds from any sale of Shares by a Selling
Stockholder hereunder. See "Use of Proceeds".
The Common Stock, including the Shares, is listed on the New
York Stock Exchange and the Pacific Stock Exchange (the "Exchanges")
under the symbol "RB". The last reported sales price of the Common
Stock on October 13, 1994 on the New York Stock Exchange Composite
Transactions Tape was $6.50 per share.
________________
An investment in the Shares involves a high degree of risk.
Prospective purchasers should carefully consider the matters set
forth under "Risk Factors".
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRE-
SENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
_________________
Offers and sales of Shares by the respective Selling
Stockholders may be effected from time to time in one or more
transactions, directly by the respective Selling Stockholders, or
through agents, dealers, brokers or underwriters to be designated
from time to time. Such offers or sales may be effected over the
Exchanges, in negotiated off-exchange transactions, in coordinated
public offerings, in a combination of such methods of sale or by any
other legally available means. The selling price of the Shares may be
at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, at fixed prices or at negotiated
prices. The Company has agreed to pay certain expenses of, and under
certain circumstances to indemnify, the Selling Stockholders in
connection with the offering of Shares contemplated hereby. See
"Selling Stockholders" and "Plan of Distribution".
The date of this Prospectus is , 1994.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information
can be inspected and copied at the public reference facilities
maintained by the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at its regional offices
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661 and Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of such materials can be obtained from
the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, on payment of prescribed charges. Such
reports, proxy statements and other information concerning the
Company can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005 and the Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104, on
which Exchanges the Common Stock is listed.
The Company has filed with the Commission registration
statements on Form S-3 (together with all amendments and exhibits
thereto, the "Registration Statements") under the Securities Act of
1933, as amended (the "Securities Act") with respect to the Shares.
This Prospectus does not contain all the information set forth in the
Registration Statements, certain parts of which are omitted in
accordance with the rules and regulations of the Commission.
Statements contained herein concerning the provisions of documents
are necessarily summaries of such documents, and each statement is
qualified in its entirety by reference to the copy of the applicable
document filed with the Commission. Copies of the Registration
Statements and the exhibits are on file at the offices of the
Commission and may be obtained upon payment of the fees prescribed by
the Commission, or may be examined without charge at the public
reference facilities of the Commission described above.
INCORPORATION BY REFERENCE
The following documents have been filed by the Company with the
Commission pursuant to the Exchange Act and are incorporated herein
by reference: (1) the Company's Annual Report on Form 10-K for the
year ended December 31, 1993, as amended by the Company's Amendment
No. 1 on Form 10-K/A dated March 29, 1994, Amendment No. 2 on Form
10-K/A dated May 3, 1994, Amendment No. 3 on Form 10-K/A dated June
8, 1994 and Amendment No. 4 on Form 10-K/A dated June 23, 1994; (2)
the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1994; (3) the Company's Quarterly Report on Form 10-Q for
the quarter ended June 30, 1994; (4) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A
dated October 19, 1989, as amended by the Company's Post-Effective
Amendment No. 2 on Form 8-A/A dated May 27, 1994, relating to the
Common Stock; and (5) the Company's Current Reports on Form 8-K dated
January 3, 1994, January 17, 1994, February 1, 1994, February 14,
1994, February 15, 1994, March 14, 1994, March 17, 1994, March 25,
1994, April 21, 1994, May 12, 1994, June 2, 1994, June 27, 1994, July
19, 1994, August 9, 1994, August 10, 1994, September 7, 1994 and
September 26, 1994.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering shall be
deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing such documents. Any statement
contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein, or in any other
subsequently filed document that also is incorporated by reference
herein, modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will furnish, without charge, to any person to whom
a copy of this Prospectus is delivered, upon such person's written or
oral request, a copy of any and all of the information filed by the
Company that has been incorporated by reference in this Prospectus
(not including exhibits to the information that is incorporated by
reference herein unless such exhibits are specifically incorporated
by reference in such information). Requests for such copies should be
directed to the Company at 901 Threadneedle, Suite 200, Houston,
Texas 77079, Attention: Corporate Secretary (telephone number:
(713) 496-5000).
______________________
Unless the context otherwise requires, the term "Reading &
Bates" or the "Company", as used in this Prospectus, means Reading &
Bates Corporation and its subsidiaries taken as a whole.
RISK FACTORS
Prospective purchasers of the Common Stock should consider
carefully the following matters, as well as the information contained
elsewhere in this Prospectus and incorporated herein by reference.
Reliance on Oil and Gas Industry; Depressed Industry Conditions
The Company's business and operations are substantially
dependent upon the condition of the oil and gas industry, the level
of offshore oil and gas drilling activity and the supply of suitable
offshore drilling rigs. The offshore contract drilling industry is a
highly competitive and historically cyclical business. It is
characterized by high capital costs, long lead time for construction
of new rigs and numerous industry participants. Offshore drilling
rigs have few alternative uses and, because of their nature and the
environment in which they work, have relatively high costs whether or
not operating. Drilling contracts are generally awarded on a
competitive bid basis and, while an operator selecting a rig may
consider, among other things, quality of service and equipment,
pricing is currently a primary factor in determining which contractor
is awarded a job. As is typical in the industry, the Company does
business with a relatively small number of customers at any given
time. The loss of any of such customers could, at least on a
short-term basis, have a material adverse impact on the Company's
profitability.
Despite occasional improvements, the market for offshore
contract drilling and related services has been depressed in recent
years. Domestically, oil and natural gas prices have been directly
affected by such factors as natural gas production, availability of
new oil and gas leases and government regulations regarding, among
other things, environmental protection, taxation, product
allocations, price controls and import tariffs. Further, many oil
companies have postponed or suspended budgetary approval for more
expensive drilling in deep water and/or harsh environments (a primary
area of emphasis of the Company). Worldwide military, political and
economic events, including initiatives by the Organization of
Petroleum Exporting Countries ("OPEC"), are likely to continue to
cause price volatility. Factors which influence demand for the
Company's services include the ability of OPEC to set and maintain
production levels and prices, the level of production by non-OPEC
countries, worldwide demand for oil and gas, and contract and other
terms sought by various governments to explore and develop oil, gas
and other hydrocarbon energy sources. Although the supply of
available drilling units in the industry has declined in recent
years, the supply of offshore drilling equipment continues to exceed
demand and the Company cannot predict the future level of demand for
the Company's drilling services.
Intense Competition
The offshore contract drilling market is highly competitive and
no one competitor is dominant. There has been a prolonged period of
intense price competition during which many rigs have been idle for
long periods of time. Consequently, some drilling contractors have
gone out of business, sought protection under the bankruptcy laws or
consolidated with other contractors. Notwithstanding these
circumstances, the industry remains highly fragmented and
competitive. The Company believes that competition for drilling
contracts will continue to be intense for the foreseeable future.
Certain of the Company's competitors are larger or have access to
greater financial resources than the Company, which may enable them
better to withstand industry downturns, to compete on the basis of
price, to build new rigs or to acquire existing rigs that become
available for purchase.
Limited Liquidity; Restricted Access to Capital; Restrictions on
Operations
The Company will require substantial cash flow to meet its
principal and interest repayment obligations on existing indebtedness
and dividend payments on its $1.625 Convertible Preferred Stock, par
value $1.00 per share (the "Preferred Stock"). The ability of the
Company to meet such obligations will be dependent on the Company's
future performance and liquidity. The Company's performance is
subject to financial, economic and other factors affecting the
Company, many of which are beyond its control. The Company has had
and may continue to have debt service obligations, capital
expenditures and working capital requirements in excess of its cash
provided by operations. Substantially all of the Company's assets
are encumbered and with limited exceptions, the Company is precluded
by the terms of its principal credit facility from borrowing funds
from other sources without the consent of the lender. There can be
no assurance that, if the need arises or an opportunity is presented
to improve the condition, variety or quality of its fleet, the
Company could obtain additional debt or equity capital on terms which
the Company would consider reasonable.
The Company's Norwegian subsidiary, Arcade Drilling AS
("Drilling"), is subject to various restrictions on its ability to
obtain additional financing, pay dividends, make investments, extend
credit, guarantee obligations of others, lease or sell assets, or
engage in business combinations. In addition, Drilling's debt
obligations contain a number of financial covenants, including
covenants requiring certain levels of working capital and liquidity.
These restrictions limit, among other things, the ability of Drilling
to obtain additional capital, as well as the ability of the Company
to receive loans, advances or dividends from Drilling. The Company's
ability to receive loans, advances or dividends from Drilling is
further restricted by Norwegian legal restrictions on the funds that
may be used for such purposes and rights of minority shareholders
under Norwegian law. There are also restrictions on the Company's
ability to engage in transactions with Drilling under an agreement
with another shareholder of Drilling.
Restrictions Relating to Existing Indebtedness
Under the credit agreement (as amended, the "ING Facility")
between the Company and Internationale Nederlanden Bank N.V. ("ING
Bank"), and under certain agreements relating to other obligations of
the Company, substantially all of the Company's assets are encumbered
and the Company is subject to various restrictions on its ability to
obtain additional financing, make investments, pay dividends, lease
equipment, sell assets and engage in business combinations. The
Company is also required under the ING Facility to comply with
certain financial covenants and maintain certain financial ratios.
It is also an event of default under the ING Facility if there should
occur a material adverse change in the financial or business
condition of the Company or certain of its subsidiaries. The ING
Facility prohibits the Company from declaring or paying dividends in
any one year in excess of 50% of its cumulative net income subsequent
to March 29, 1991. ING Bank has consented to the payment of regular
cash dividends on the Preferred Stock, without regard to such
limitation. Although the Company is currently in compliance with the
foregoing restrictions and provisions, the Company's ability to
comply in the future with such restrictions and provisions may be
affected by the levels of cash flow from the Company's operations and
events or circumstances beyond the Company's control. Failure by the
Company to comply with any of the restrictions and provisions under
the ING Facility could result in a default under the ING Facility,
which in turn could cause such indebtedness to be declared
immediately due and payable.
Under Drilling's bank credit agreement, Drilling is prohibited,
under certain circumstances, from paying dividends and granting loans
(including to the Company). Drilling is also subject to various
restrictions and financial covenants under debt obligations. It is
also an event of default under certain of Drilling's loan agreements
if there should occur a material adverse change in the financial or
business condition of Drilling. See "--Limited Liquidity; Restricted
Access to Capital; Restrictions on Operations".
Results of Operations
The Company has reported net losses applicable to common
stockholders of $10 million for the six months ended June 30, 1994,
net income applicable to common stockholders of $2.6 million for the
year ended December 31, 1993, net losses applicable to common
stockholders of $1.9 million for the year ended December 31,1992, and
net losses from continuing operations (before extraordinary gain and
cumulative effect of change in accounting principle) of $17.4
million, $53.8 million and $60.5 million for the years ended December
31, 1991, 1990 and 1989 respectively.
Control by Certain Stockholders
As of September 30, 1994, the partners of BCL Investment
Partners, L.P. ("BCL") controlled approximately 30% of the Company's
outstanding Common Stock, and R&B Investment Partnership, L.P., R&B
Investment Partnership II, L.P., Whitman Heffernan & Rhein Workout
Fund, L.P. and WHR Management Company, L.P. (the "WHR Partnerships")
controlled approximately 7% of the Company's outstanding Common
Stock. BCL and one of the WHR Partnerships each designated two of
the ten current members of the Company's Board of Directors and one
designee of each partnership is an executive officer of the Company.
The directors designated by BCL and such WHR Partnership were
designated pursuant to agreements between the Company and BCL and
such WHR Partnership, respectively, which agreements were terminated
effective as of September 14, 1993.
If the partners of BCL and the WHR Partnerships choose to act
together, as they generally have over the past three years, they may
effectively control the management of the Company and decisions
requiring shareholder approval. One other director is an officer of
a corporation that controls RBY, Ltd. See "Selling Stockholders" and
"Plan of Distribution".
Shares Eligible for Future Sale
As of September 30, 1994, approximately 37% of the outstanding
Common Stock was held by persons who may be deemed "affiliates" (as
defined in Rule 144) of the Company, including the partners of BCL
and the WHR Partnerships. Such shares may be eligible for public
resale subject to the volume and manner of sale limitations of Rule
144. Substantially all of such shares of Common Stock are
registered on the Registration Statements of which this Prospectus is
a part. Pursuant to a Registration Rights Agreement between such
persons and the Company as amended and currently in effect (the
"Registration Rights Agreement"), the Company is obligated to
register substantially all of the shares of Common Stock held by such
persons on a "shelf" registration statement filed pursuant to Rule
415 under the Securities Act and to keep such shelf registration
statement continuously effective until the earlier to occur of August
1, 1996 or the sale by the holders of all of the Shares. Pursuant to
the Registration Rights Agreement, holders of the Shares have waived
(i) their rights to effect underwritten registered public offerings
during such period and (ii) restrictions on underwritten public
offerings by the Company during such period. After the expiration of
such period, however, holders of shares of Common Stock subject to
the Registration Rights Agreement will be entitled to require the
Company to register Shares under the Securities Act in connection
with up to seven underwritten registered public offerings.
In September 1994, as partial consideration for the repurchase
by the Company of certain notes or interests (the "Lease Debt")
relating to leveraged leases of the drilling units "C.E. Thornton"
and "George H. Galloway" and the secured financing of the drilling
unit "F.G. McClintock", the Company issued 4,230,235 shares of Common
Stock in private placements pursuant to Common Stock Issuance
Agreements (the "Issuance Agreements") between the Company and the
holders of such Lease Debt. All of such Shares are registered on the
Registration Statements of which this Prospectus is a part. Pursuant
to the Issuance Agreements, the Company is obligated to register all
of such Shares on a "shelf" registration statement filed pursuant to
Rule 415 under the Securities Act and to keep such shelf registration
statement continuously effective until the earlier to occur of
September 14, 1996 or the sale of all of such Shares pursuant to any
such registration statement.
Future sales of Common Stock, either pursuant to Rule 144 or
the Registration Statements of which this Prospectus is a part, or
the perception that such sales may occur, could adversely affect the
prevailing market price for the Common Stock. See "Selling
Stockholders" and "Plan of Distribution".
Potential Restrictions on Sales of Shares to Non-U.S. Citizens
As the indirect owner, through certain of its subsidiaries, of
mobile offshore drilling units registered or formerly registered as
vessels under U.S. flag, the Company is subject to the provisions of
the Shipping Act, 1916, which restrict the sale of U.S. flag vessels
or the controlling interest in them to non-U.S. citizens without the
consent of the Secretary of Transportation, acting through the United
States Maritime Administration ("MARAD"). In the case of a sale of a
U.S. flag vessel, MARAD's prior written consent will be required
before such transaction can be completed and MARAD may require as a
condition to its consent that the purchaser enter into a contract
with MARAD concerning the future use and control of the vessel. In
the case of the transfer of a controlling interest in a company which
owns a U.S. flag vessel, MARAD's prior written consent will also be
required and may or may not be conditioned upon the seller or the
purchaser entering into agreements with MARAD. In connection with
the transfer of control of the Company to non-U.S. citizens which
occurred after September 1, 1989, the Company obtained the written
consent of MARAD to such transfer, but such consent was limited to
the specific non-U.S. citizens named in MARAD's consent (which
include the non-U.S. citizen groups that control BCL and certain
non-U.S. citizens that are investors in the WHR Partnership). Any
future change in control of the Company involving non-U.S. citizens
would similarly require MARAD's consent. Failure to obtain MARAD's
consent to the sale of a rig to a non-U.S. citizen or to the transfer
of a controlling interest in the Company or in a rig-owning company
to non-U.S. citizens would give MARAD the right to exercise various
remedies provided by the Shipping Act, 1916, including the forfeiture
of the rig or rigs involved, civil penalties (including fines) and
certain misdemeanor criminal penalties.
Absence of Dividends on Common Stock
The Company has not paid any cash dividends on the Common Stock
since the first quarter of 1986 and does not anticipate paying
dividends on the Common Stock at any time in the foreseeable future.
Governmental Regulation and Environmental Matters
The Company's operations are subject to numerous domestic and
foreign governmental laws and regulations that may relate directly or
indirectly to the contract drilling industry, including, without
limitation, laws and regulations controlling the discharge of
materials into the environment, requiring removal and cleanup under
certain circumstances or otherwise relating to the protection of the
environment, and certification, licensing and other requirements
imposed by treaties, laws, regulations and conventions in the
jurisdictions in which the Company operates. For example, as an
operator of mobile offshore drilling units in navigable United States
waters and other offshore areas, the Company may be liable for
damages and for the cost of removing oil spills for which it is found
to be responsible, subject to certain limitations. Laws and
regulations protecting the environment have generally become more
stringent in recent years, and may in certain circumstances impose
"strict liability," rendering a person liable for environmental
damage without regard to negligence or fault on the part of such
person. Such laws and regulations may expose the Company to
liability for the conduct of operations or conditions caused by
others, or for acts of the Company which were in compliance with all
applicable laws at the time such acts were performed. The Company
does not believe that environmental regulations have had any material
adverse effect on its capital expenditures, results of operations or
competitive position, and does not anticipate that any material
expenditures will be required for compliance with existing laws and
regulations. However, the modification of existing laws or
regulations or the adoption of new laws or regulations curtailing or
increasing the effective cost of exploratory or developmental
drilling for or production of oil and gas for economic, environmental
or other reasons could have a material adverse effect on the
Company's operations. The Company's operations in the Gulf of Mexico
are subject to the U.S. Oil Pollution Act of 1990 ("OPA '90") and the
regulations promulgated pursuant thereto. The Company generally
seeks to obtain indemnity agreements whenever possible from the
Company's customers requiring such customers to hold the Company
harmless from liability for pollution that originates below the water
surface (including, where applicable, liability under OPA '90) and
maintains marine liability insurance and contingent energy,
exploration and development insurance which affords the Company
limited protection. When obtained, such contractual indemnification
protection may not in all cases be supported by adequate insurance
maintained by the customer. There is no assurance that any such
insurance or contractual indemnity protection will be sufficient or
effective under all circumstances.
Operating Risks
The Company's operations are subject to the many hazards
inherent in the drilling industry, including such dangers as blowouts
and well fires. The Company's equipment is also subject to hazards
inherent in marine operations, either while on site or under tow,
such as capsizing, sinking, grounding, collision and damage from
severe weather conditions. These hazards can cause personal injury
and loss of life, severe damage to and destruction of property and
equipment, pollution or environmental damage and suspension of
operations. The Company maintains such insurance protection as it
believes to be adequate and in accordance with industry practice
against normal risks in its operations. In addition, the Company
generally seeks to obtain indemnity agreements whenever possible from
the Company's customers requiring such customers to hold the Company
harmless in the event of loss of production or reservoir damage.
There is no assurance that any such insurance or contractual
indemnity protection will be sufficient or effective under all
circumstances or against all hazards to which the Company may be
subject. The occurrence of a significant event not fully insured or
indemnified against or the failure of a customer to meet its
indemnification obligations could materially and adversely affect the
Company's operations and financial condition. Moreover, no assurance
can be given that the Company will be able to maintain adequate
insurance in the future at rates it considers reasonable.
Foreign Operations
The Company's drilling units and operations are geographically
dispersed throughout the world, and are therefore subject to various
political, economic and other uncertainties, including, among others,
the risks of war, expropriation, nationalization, renegotiation or
nullification of existing contracts, taxation policies, foreign
exchange restrictions, changing political conditions, international
monetary fluctuations and foreign governmental regulations which
favor or require the awarding of drilling contracts to local
contractors or require foreign contractors to employ citizens of, or
purchase supplies from, a particular jurisdiction. Furthermore,
changes in domestic or foreign governmental regulations, which may at
any time become applicable to the Company or its operations, could
reduce demand for the Company's services, or adversely affect the
Company's ability to compete for customers. Currently, when
conducting drilling operations in areas the Company perceives as
politically unstable, the Company either (i) negotiates contracts
providing for indemnification against expropriation and certain other
political risks, or (ii) to the extent available and practical,
purchases insurance covering such risks.
Certain Provisions Relating to Changes in Control
The Company's Restated Certificate of Incorporation and Bylaws
contain provisions which may have the effect of delaying, deferring
or preventing a change in control of the Company. Additionally,
Section 203 of the Delaware General Corporation Law restricts certain
"business combinations" between interested stockholders and the
Company, which may render more difficult or tend to discourage
attempts to acquire the Company.
THE COMPANY
Reading & Bates Corporation was incorporated in 1955 under the
laws of the State of Delaware. The Company provides contract
drilling services in major offshore oil and gas producing areas
worldwide. The Company's principal executive offices are located at
901 Threadneedle, Suite 200, Houston, Texas 77079, and its telephone
number is (713) 496-5000.
The Company's offshore drilling fleet currently consists of
eleven jack-up drilling units, five semisubmersible drilling units
and two drilling tenders. The Company intends to continue to
modernize its fleet, and in that regard continues to consider the
selective acquisition of existing rigs, directly or through business
combination transactions, but does not currently contemplate entering
into arrangements for the construction of any new rigs.
USE OF PROCEEDS
The net proceeds from any sale of Shares hereunder will be
received by the respective Selling Stockholders. The Company will
not receive any proceeds from any sale of Shares by any Selling
Stockholder.
SELLING STOCKHOLDERS
Set forth below are the names of each Selling Stockholder, the
number of shares of Common Stock owned as of the date of this
Prospectus by each Selling Stockholder, the number of Shares which
may be offered by each Selling Stockholder, the number of shares of
Common Stock to be owned by each Selling Stockholder upon completion
of the offering contemplated hereby and the percentage of total
shares of Common Stock outstanding owned by each Selling Stockholder
upon completion of the offering contemplated hereby.
<TABLE>
<CAPTION>
Percent
of total
Number of shares
Number of shares outstanding
Number of shares which beneficially beneficially
shares may be offered owned if owned upon
beneficially pursuant to all shares completion
Selling Stockholder owned(1) this Prospectus are sold (1)(2) of offering
<S> <C> <C> <C> <C>
BCL Investment
Partners, L.P.(3) 80,250 80,250 0 *
Elliot Associates,
L.P. 1,247,814 1,170,997 76,817 *
The Equitable
Life Assurance
Society of the
United States 288,000 288,000 0 *
Financial Investments
Ltd.(3) 1,464,544 1,464,544 0 *
Forreal Ltd.(3) 73,227 73,227 0 *
Grace Brothers, Ltd. 445,756 445,756 0 *
Greenwing Ltd.(3) 1,327,271 1,327,271 0 *
Incomare Holdings,
Inc.(3) 1,610,999 1,610,999 0 *
Ingalls & Snyder
Value Partners L.P. 103,081 102,904 177 *
John Hancock Mutual
Life Insurance
Company 3,071,530 1,594,756 1,476,774 2.47%
Knights of Columbus 159,857 132,000 27,857 *
Life Line Investments
Ltd.(3) 3,758,996 3,758,996 0 *
Massachusetts Mutual
Life Insurance
Company 144,000 144,000 0 *
New England Mutual
Life Insurance
Company 220,000 220,000 0 *
N&M Holding,
N.V.(3) 5,054,607 5,054,607 0 *
Pan-American Life
Insurance Company 117,081 87,822 29,259 *
R&B Investment
Partnership,
L.P.(4) 161,612 161,612 0 *
R&B Investment
Partnership II,
L.P.(4) 120,061 120,061 0 *
RBY, Ltd.(3) 2,509,359 2,509,359 0 *
Torarica N.V.(3) 146,454 146,454 0 *
Whitman Heffernan
& Rhein Workout
Fund, L.P.(4) 3,487,296 3,487,296 0 *
WHR Management
Company, L.P.(4) 127,211 127,211 0 *
Workships
Intermediaries,
N.V.(3) 1,830,680 1,830,680 0 *
_________ _________ ________ ____
Total: 27,549,686 25,938,802 1,610,884 2.47%
========== ========== ========= ====
___________________
* Less than one percent
<FN>
(1) The term "beneficially owned" is used as defined in Rule 13d-3
under the Exchange Act, but excludes securities that may be held
by a Selling Stockholder or its affiliates in investment
accounts, trust accounts, custody accounts or other similar
fiduciary capacities.
(2) Assumes no other acquisition of shares of Common Stock after the
date of this Prospectus.
(3) Based upon information contained in a Schedule 13D, as amended as
of October 14, 1994, which was filed by BCL and the other report-
ing persons named therein, and upon certain other information
available to the Company, BCL, a limited partnership, is the
beneficial owner of 15,135,869 shares of Common Stock, including
80,250 shares held directly and 15,055,619 shares distributed by
BCL to its partners (excluding 1,393,247 shares held by N&M
Holding, N.V., an affiliate of ING Bank ("N&M"), as further
described below and 1,327,271 shares held by Greenwing Ltd.
("Ltd")). The Schedule 13D states that under BCL's partnership
agreement, there are five general partners of BCL: Serife
Investments, N.V., a Netherlands Antilles corporation ("Serife"),
Life Line Investments Ltd., a Liberian corporation ("LLI"),
Dedicated Holdings Ltd., a Liberian corporation ("DHL"),
Financial Investments Ltd., a Liberian corporation ("FIL"), and
Greenwing Investments, Inc., a Delaware corporation ("Greenwing").
There is one limited partner of BCL: RBY, Ltd., a Delaware
corporation ("RBY"). Certain shares beneficially owned by
BCL were previously distributed to its partners, certain of whom
subsequently distributed their shares to their stockholders, as
follows: 7,322,720 shares were distributed to Serife, which in
turn distributed 3,661,360 shares each to N&M, a Netherlands
Antilles corporation and an indirect, wholly-owned subsidiary of
ING Bank, and Workships Intermediaries N.V., a Netherlands
Antilles corporation ("Workships"), and Workships subsequently
distributed 1,537,772 shares to Incomare Holdings, Inc.
("Incomare"), 146,454 shares to Torarica N.V. ("Torarica"),
73,227 shares to Forreal Ltd. ("Forreal") and 73,227 shares to
Workfrogs N.V. which immediately conveyed such 73,227 shares to
Incomare for a total of 1,610,999 shares held by Incomare,
leaving Workships with 1,830,680 shares; 3,758,996 shares held by
LLI; 2,099,180 shares held by DHL (which shares were later sold);
1,464,544 shares held by FIL; 1,327,271 shares held by Ltd;
and 2,509,359 shares held by RBY. BCL, Serife, LLI,
DHL, FIL, Greenwing, RBY, N&M , Incomare, Torarica, Forreal
and Workships have entered into a stockholders agreement pursuant
to which the shares held by each of them will be voted in such
manner as BCL shall determine, and each has granted an
irrevocable proxy (each, an "Irrevocable Proxy") to BCL. In
addition, under certain conditions set forth in such stockholders
agreement, Serife has a right of first refusal (the "Refusal
Rights") should LLI, DHL and FIL propose to transfer any of their
Common Stock holdings to any person other than one of themselves.
Based upon the Schedule 13D and other information available to
the Company, the Company believes that BCL is ultimately
controlled by N&M, Dr. Cordia and Dr. Laqueur, through their
control of Workships, Den norske Bank AS ("DnB"), through its
control of LLI, DHL and FIL (as described below), and by Paul B.
Loyd, Jr., the Company's chairman and chief executive officer,
through his control of Greenwing and Ltd. In addition, the
Schedule 13D previously indicated that BCL was party to an
agreement with N&M pursuant to which (i) N&M agreed that if
N&M received and wished to accept an offer from a third party to
buy any portion of the 1,393,247 shares acquired by N&M from The
Chase Manhattan Bank, N.A. ("Chase") on March 30, 1993
(together with any securities distributed by the Company with
respect thereto and any Company securities into which such
shares may be converted, the "Subject Shares"), it would first
make an offer to sell such Subject Shares to BCL upon the same
terms and conditions applicable to such third-party offer, (ii)
BCL agreed that if BCL received and accepted an offer from a
third party to buy any portion of the Common Stock owned by BCL,
N&M would be entitled to participate in the sale by selling to BCL
the same percentage of Subject Shares as the number of shares of
Common Stock sold in such transaction bore to the total number
of shares of Common Stock owned by BCL at the same per share price
applicable to the transaction with the third party, (iii) N&M
agreed that if N&M sold to a third party any portion of the
Subject Shares, N&M would pay BCL a specified profit share
percentage depending upon the per share price of the Common Stock
on the day such sale was completed and (iv) N&M agreed to vote the
Subject Shares in accordance with the instructions of BCL, unless
such instructions were against N&M's manifest interest. The
Schedule 13D indicates that the provisions of such agreement
described in items (i), (ii) and (iv) above have been terminated.
The Schedule 13D also indicates that DHL, LLI and FIL have each
entered into agreements pledging all of their respective holdings
of Common Stock to DnB and Workships and Greenwing have each enter-
ed into agreements pledging all of their respective holdings of
Common Stock to ING Bank. DnB has filed its own Schedule 13D, as
most recently amended on May 13, 1994, stating that due to certain
defaults on loans secured by the pledges of Common Stock by DHL,
LLI and FIL and on loans to the parents of each of such entities
secured by pledges of capital stock of DHL, LLI and FIL, DnB may
be considered to be the beneficial owner of 5,223,540 shares of
Common Stock (excluding shares in which DHL, LLI and FIL may have
an indirect beneficial ownership interest as general partners of
BCL, as described above), which beneficial ownership is
disclaimed. As a result of such defaults, DnB has taken
effective control over DHL, LLI and FIL by replacing the
directors and officers thereof with persons designated by DnB.
In the event DnB forecloses upon all or any of the Common Stock
owned by DHL, LLI and FIL, the Irrevocable Proxies and Refusal
Rights granted by DHL, LLI and FIL with respect to such
foreclosed upon Common Stock will automatically terminate and, as
a result thereof, the number (and percentage) of outstanding
shares of Common Stock controlled by BCL would be reduced. See
"Risk Factors -- Control by Certain Stockholders".
(4) Based upon information contained in a Schedule 13D, as amended as
of February 14, 1994, as filed by WHR Management Company, L.P.,
as general partner of the WHR Partnerships, and upon certain
other information available to the Company. Martin J. Whitman,
James P. Heffernan and C. Kirk Rhein, Jr. are general partners of
WHR Management Company, L.P. Mr. Rhein serves as Vice Chairman
and director of the Company. Each of Messrs. Whitman, Heffernan
and Rhein disclaims beneficial ownership of the Common Stock held
by the WHR Partnerships. Pursuant to an agreement between the
Company and R&B Investment Partners, L.P., certain compensation
and benefits (including an award of 90,000 shares of restricted
Common Stock to Mr. Rhein under the Company's 1992 Long-Term
Incentive Plan) are payable to WHR Management Company, L.P. Such
restricted stock award shares are included in the shares listed
for such firm in the table above, and Mr. Rhein disclaims
beneficial ownership of such shares. See "Risk Factors --
Control by Certain Stockholders".
</TABLE>
For more than the past three years, certain of the Selling
Stockholders have engaged in various transactions with the Company in
the course of providing financing to the Company and in connection
with the Company's 1989 restructuring and 1991 recapitalization. See
"Risk Factors -- Shares Eligible for Future Sale". Reference is made
to Items 7, 10, 11, 12 and 13 of the Company's Annual Report on Form
10-K for the year ended December 31, 1993, which is incorporated
herein by reference.
Pursuant to the Registration Rights Agreement and the Issuance
Agreements, the Company has agreed to pay certain fees, disbursements
and expenses of the offering, and substantially all of the expenses
of the Selling Stockholders with respect to the offering of Shares
contemplated hereby, including all registration and filing fees,
printing expenses, the Company's auditors' fees, listing fees,
registrar and transfer agent's fees, certain fees and disbursements
of counsel to the Selling Stockholders in connection with such
offering, fees and disbursements of outside counsel to the Company,
expenses of complying with applicable securities or "blue sky" laws
and the fees of the National Association of Securities Dealers, Inc.
in connection with its review, if any, of such offering. The Company
estimates aggregate expenses payable by the Company to be $117,500.
PLAN OF DISTRIBUTION
Each Registration Statement is a "shelf" registration pursuant
to Rule 415 ("Rule 415") promulgated by the Commission under the
Securities Act. In relevant part, Rule 415 permits registration of
securities for an offering to be made on a continuous basis in the
future where such securities are offered and sold by persons other
than the registrant, the registrant's subsidiary or a person of which
the registrant is a subsidiary.
Pursuant to the Registration Rights Agreement and the Issuance
Agreements, the Company is obligated to keep the registration of the
Shares continuously effective until the earlier to occur of the sale
of such Shares pursuant to the Registration Statements or (i) August
1, 1996 (in the case of 21,708,567 Shares registered pursuant to the
Registration Rights Agreement) or (ii) September 14, 1996 (in the
case of 4,230,235 Shares registered pursuant to the Issuance
Agreements). See "Risk Factors -- Shares Eligible for Future Sale".
Offers and sales of Shares by the respective Selling
Stockholders may be effected from time to time in one or more
transactions, directly by the respective Selling Stockholders, or
through agents, dealers, brokers or underwriters to be designated
from time to time. Such offers or sales may be effected over the
Exchanges (including crosses or block transactions), in negotiated
off-exchange transactions, in coordinated public offerings, in a
combination of such methods of sale or by any other legally available
means. The selling price of the Shares may be at market prices
prevailing at the time of sale, at prices related to such prevailing
market prices, at fixed prices or at negotiated prices. Certain
Selling Stockholders may also from time to time offer Shares in
underwritten or coordinated block transactions through underwriters,
dealers or agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders or the purchasers of Shares for whom they may act as
agents.
At the time any underwritten or coordinated distribution of
Shares is made, to the extent required, a supplement to this
Prospectus will be distributed which will set forth the aggregate
number of Shares being offered and the terms of the offering,
including the name or names of any participating Selling
Stockholders, underwriters, dealers or agents, any discounts,
commissions and other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to dealers.
Selling Stockholders and any underwriters, dealers and agents
participating in an underwritten or coordinated distribution of the
Shares may be deemed to be underwriters, and any discounts or
commissions received by them and any profit received by them on the
resale of the Shares may be deemed to be underwriting discounts and
commissions, under the Securities Act. Selling Stockholders,
underwriters, dealers and agents who participate in the distribution
of the shares, and their officers, directors and controlling persons,
may be, under certain circumstances, entitled under, or in accordance
with, the Registration Rights Agreement or the Issuance Agreements to
indemnification by the Company against certain liabilities, including
liabilities under the Securities Act, or to contribution with respect
to payments that such persons may be required to make in respect of
such liabilities. Underwriters, dealers and agents may engage in
transactions with, or perform services for, the Company and its
subsidiaries in the ordinary course of their respective businesses.
In order to comply with the securities laws of certain states,
if applicable, the Shares will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in
certain states the Shares may not be sold unless the Shares have been
registered or qualified for sale in such state or an exemption from
registration or qualification is available and complied with.
VALIDITY OF SHARES
Certain legal matters in connection with the Shares offered
hereby will be passed upon by Wayne K. Hillin, Esq., Senior Vice
President, General Counsel and Secretary of the Company. As of the
date of this Prospectus, Mr. Hillin was the beneficial owner of
10,505 shares of Common Stock and holds options to purchase an
additional 80,000 shares of Common Stock, 80% of which were
exercisable as of September 30, 1994.
EXPERTS
The consolidated balance sheet as of December 31, 1993 and 1992
and the consolidated statements of operations, cash flows and
stockholders' equity (deficit) for the two years ended December 31,
1993 incorporated by reference in this Prospectus and elsewhere in
the Registration Statements have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with
respect thereto, and together with the related schedules are
incorporated by reference herein in reliance upon the authority of
said firm as experts in accounting and auditing in giving said
reports.
With respect to the unaudited interim financial information for
the quarters ended March 31, 1994 and June 30, 1994, Arthur Andersen
LLP has applied limited procedures in accordance with professional
standards for a review of that information. However, their separate
reports thereon state that they did not audit and they do not express
an opinion on that interim financial information. Accordingly, the
degree of reliance of their reports on that information should be
restricted in light of the limited nature of the review procedures
applied. In addition, the accountants are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for
their reports on the unaudited interim financial information because
neither report is a "report" or a "part" of the Registration
Statements prepared or certified by the accountants within the
meaning of Sections 7 and 11 of the Act.
The Company's consolidated financial statements as of December
31, 1991 and for the year ended December 31, 1991, included in the
Company's Annual Report on Form 10-K for the year ended December 31,
1993 and incorporated by reference in this Prospectus, have been
incorporated by reference herein in reliance on the report of Coopers
& Lybrand L.L.P., independent public accountants, given on the
authority of that firm as experts in accounting and auditing.
<PAGE>
================================= ================================
No person is authorized to give
any information or to make any
representation not contained in 25,938,802 Shares
this Prospectus, and, if given or
made, such information or
representation must not be relied
upon as having been authorized by
the Company, any Selling
Stockholder or any underwriter.
This Prospectus does not
constitute an offer to sell, or a
solicitation of an offer to buy, READING & BATES CORPORATION
any security other than the
securities offered hereby, nor
does it constitute an offer to
sell, or a solicitation of an
offer to buy, any of the
securities offered hereby to any
person in any jurisdiction in
which it is unlawful to make such
offer or solicitation. Neither
the delivery of this Prospectus Common Stock
nor any sale made hereunder
shall, under any circumstances,
create an implication that there
has been no change in the affairs
of the Company since the date
hereof or that the information
herein is correct as of any time
subsequent to its date.
______________________
Prospectus
TABLE OF CONTENTS
, 1994
Available Information
Incorporation by Reference
Risk Factors
The Company
Use of Proceeds
Selling Stockholders
Plan of Distribution
Validity of Shares
Experts
================================ =================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
An itemized statement of the estimated amount of all expenses in
connection with the distribution of the securities registered hereby
is as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission
registration fee . . . . . . . . . . . . . . . . . $ 9,664.00
Legal fees and expenses . . . . . . . . . . . . . . 50,000.00
Accounting fees and expenses . . . . . . . . . . . . 37,500.00
Printing and word processing expenses . . . . . . . . 10,000.00
Miscellaneous . . . . . . . . . . . . . . . . . . 10,336.00
-----------
Total . . . . . . . . . . . $117,500.00
===========
</TABLE>
________________________
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, inter alia,
permits a corporation generally to indemnify its present and former
directors, officers, employees and agents against expenses and
liabilities incurred by them in connection with any action, suit or
proceeding (other than an action by or in the right of the
corporation) to which they are, or are threatened to be made, a party
by reason of their serving in such positions so long as they acted in
good faith and in a manner they reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect
to any criminal action or proceeding, they had no reasonable cause to
believe their conduct was unlawful. With respect to actions or suits
by or in the right of the corporation, however, indemnification is
generally limited to attorneys' fees and other expenses and is not
available if such person is adjudged to be liable to the corporation
unless and only to the extent that the court determines that
indemnification is appropriate. Section 145 also authorizes the
corporation to purchase and maintain insurance for such persons. The
statute also expressly provides that the power to indemnify
authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
Article Tenth of the Company's Restated Certificate of
Incorporation as currently in effect provides that no director of the
Company shall be personally liable to the Company or its stockholders
for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) under section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from
which the director derived an improper personal benefit.
In addition, Article Tenth of the Company's Restated Certificate
of Incorporation generally provides that each present and future
director and officer of the Company, and each present and future
director and officer of any other corporation or enterprise serving
as such at the request of the Company, shall be indemnified and held
harmless by the Company to the fullest extent authorized by the
Delaware General Corporation Law against all expense (including
attorneys' fees), judgments, fines and amounts paid or to be paid in
settlement, actually and reasonably incurred or suffered by him in
connection therewith. The right to indemnification conferred by said
Article Tenth is deemed to be a contract right and includes the right
to be paid by the Company the expenses incurred in defending any such
proceeding in advance of its final disposition, subject to the
requirements of the Delaware General Corporation Law. The Company
may, by action of its Board of Directors, provide indemnification to
employees and agents of the Company with the same scope and effect as
the foregoing indemnification of directors and officers. The rights
provided under Article Tenth of the Company's Restated Certificate of
Incorporation are not exclusive of other rights to which any director
or officer may otherwise be entitled, and in the event of his death,
shall extend to his legal representatives. Article Tenth also
provides that the Company may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the
Company or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether
or not the Company would have the power to indemnify such person
against such expense, liability or loss under the Delaware General
Corporation Law.
The Company and members of its board of directors have entered
into agreements requiring the Company to indemnify such directors to
the maximum extent permitted by Delaware law and the Company's
Restated Certificate of Incorporation, to the extent such directors
are not fully protected by any directors' and officers' liability
insurance maintained by the Company, and to provide directors' and
officers' liability insurance with the broadest coverage available at
reasonable cost. The Company has an insurance policy covering
liabilities not in excess of $10,000,000 incurred by officers and
directors of the Company in their capacity as such. The Company
offers no assurance that it will be able to obtain such insurance in
the future at reasonable rates.
The foregoing discussions of certain provisions of Section 145 of
the Delaware General Corporation Law, the Company's Restated
Certificate of Incorporation and the Company's insurance policy are
not intended to be exhaustive and are qualified in their entirety by
reference to such statute and such documents.
Item 16. Exhibits.
(a) Exhibits:
* Exhibit 3.1 - The Registrant's Restated Certificate of
Incorporation, as amended. (Filed as
Exhibit 3.1 to Post-Effective Amendment
No. 2 to the Company's Registration
Statement on Form 8-A/A dated May 27, 1994
and incorporated herein by reference.)
* Exhibit 3.2 - 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 - Form of the Registrant's Common Stock
Certificate. (Filed as Exhibit 4.6 to
Registration No. 33-51120 and incorporated
herein by reference.)
* Exhibit 4.2 - 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 4.3 - Amendment No. 1, dated as of September 1,
1992, to the Registration Rights Agreement
filed as Exhibit 4.2 hereto. (Filed as
Exhibit 4.18 to Registration No. 33-51120
and incorporated herein by reference.)
* Exhibit 4.4 - Amendment No. 2, dated as of June 1, 1993,
to the Registration Rights Agreement filed
as Exhibit 4.2 hereto. (Filed as Exhibit
4.8 to Registration No. 33-65476 and
incorporated herein by reference.)
** Exhibit 4.5 - Amendment No. 3, dated as of August 1,
1994, to the Registration Rights Agreement
filed as Exhibit 4.2 hereto.
** Exhibit 4.6 - Form of Common Stock Issuance Agreement
dated as of August 24, 1994 between the
Registrant and the Purchasers named
therein.
** Exhibit 5 - Opinion of Wayne K. Hillin, Esq.
** Exhibit 15 - Letter regarding unaudited interim
financial information.
** Exhibit 23.1 - Consent of Arthur Andersen LLP
** Exhibit 23.2 - Consent of Coopers & Lybrand L.L.P.
Exhibit 23.3 - Consent of Wayne K. Hillin, Esq. (included
in his opinion filed as Exhibit 5).
Exhibit 24 - Powers of Attorney (included on the
signature pages hereto).
_______________________
* Incorporated by reference.
** Filed herewith.
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(a) to file, during any period in which offers or sale 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)(i) and (a)(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.
(b) that, for purposes 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 initial bona fide offering thereof.
(c) to remove from registration by means of the post-
effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
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 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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.
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 provisions set
forth in response to Item 15, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Reading & Bates Corporation certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this registration statement or amendment to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on October 14,
1994.
READING & BATES CORPORATION
By:/s/Paul B. Loyd, Jr.
Paul B. Loyd, Jr.
Chairman, President and Chief
Executive Officer
Each person whose signature appears below hereby authorizes
each of Paul B. Loyd, Jr., C. Kirk Rhein, Jr. and Tim W. Nagle (the
"Agents") to file one or more amendments (including post-effective
amendments) to the registration statement, which amendments may make
such changes in the registration statement as such Agent deems
appropriate and each such person hereby appoints each such Agent as
attorney-in-fact to execute in the name and on behalf of each such
person, individually and in each capacity stated below, any such
amendments to the registration statement.
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this registration statement or amendment has been signed by the
following persons in the capacities indicated and on October 14, 1994.
Signature Title
/s/Paul B. Loyd, Jr. Chairman, President, Chief Executive
--------------------------- Officer and Director
(Paul B. Loyd, Jr.) (Principal Executive Officer)
/s/C. Kirk Rhein, Jr. Vice Chairman and Director
---------------------------
(C. Kirk Rhein, Jr.)
/s/T. W. Nagle Vice President and Chief Financial Officer
--------------------------- (Principal Financial and Accounting
(Tim W. Nagle) Officer)
Director
---------------------------
(Arnold L. Chavkin)
Director
---------------------------
(Willem Cordia)
Director
---------------------------
(Charles A. Donabedian)
/s/Ted Kalborg Director
---------------------------
(Ted Kalborg)
/s/J. W. McLean Director
---------------------------
(J.W. McLean)
Director
---------------------------
(Robert L. Sandmeyer)
/s/Steven A. Webster Director
---------------------------
(Steven A. Webster)
EXHIBIT 4.5
AMENDMENT NO. 3 TO REGISTRATION RIGHTS AGREEMENT
This AMENDMENT is dated as of August 1, 1994, by
and among READING & BATES CORPORATION, a Delaware
corporation (the "Company") and the remaining Holders under
the Registration Rights Agreement dated as of March 27,
1991 (as amended in effect on the date hereof, the
"Registration Rights Agreement") by and among the Company,
the Offering Committee (as defined therein) and the Holders
(as defined therein). Capitalized terms used herein and
not defined are used as defined in the Registration Rights
Agreement. As used herein, "Holders" shall mean Holders
which are parties hereto.
1. The Shelf Registration Statement was declared
effective by the Commission on October 20, 1993 and has
remained continuously effective since such date pursuant to
Section 4.3(a) of the Registration Rights Agreement.
2. Pursuant to such Section 4.3(a) of the
Registration Rights Agreement, the Company is currently
required to maintain the effectiveness of the Shelf
Registration Statement through the termination of Phase One
on October 20, 1994.
3. Certain of the Holders have requested that
the Company extend the period during which Common Shares
are registered pursuant to Rule 415 beyond the termination
of Phase One.
4. The Company is prepared to extend the
duration of continuous "shelf" registration of the Common
Shares on the terms and subject to the conditions herein
set forth.
In consideration of the mutual agreements
contained herein, the parties hereto hereby agree as
follows:
Section 1. Extended Shelf Registration.
Following termination of Phase One in accordance with
Section 3 of this Amendment, the Company shall take all
necessary action (by extending the effectiveness of the
Shelf Registration Statement or otherwise) required to
permit the Holders to offer and sell Common Shares pursuant
to an effective shelf registration statement filed pursuant
to Rule 415 and shall otherwise use its best efforts to the
end that at all times during the Additional Shelf
Registration Period (as defined below) such registration
statement and the related prospectus (a) accurately and
completely reflect the plan of distribution of the Common
Shares so registered, (b) remain continuously effective and
in full compliance with all applicable provisions of the
Securities Act, the Exchange Act and the respective rules
and regulations thereunder until the end of the Additional
Shelf Registration Period, (c) do not contain any untrue
statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading and (d) otherwise comply
with all applicable legal requirements. The Additional
Shelf Registration Period shall begin on the date hereof
and shall continue until terminated by the Company by
notice to the Holders; provided, that the Company shall not
terminate the Additional Shelf Registration Period prior to
the earlier to occur of (i) the second anniversary of the
date hereof or (ii) the sale by the Holders of all of their
Common Shares.
Section 2. Company Registration and Sales.
Notwithstanding Sections 3 and 4 of the Registration Rights
Agreement or anything to the contrary in such Agreement,
from the date hereof through the date of termination of the
Additional Shelf Registration Period pursuant to Section 1
hereof, (a) the Company shall be permitted to effect the
registration, issuance, offer, underwriting and/or sale of
securities issued by the Company or its Subsidiaries at any
time and (b) the Holders shall not be entitled to
participate in any such registration, offering or
transaction without the Company's prior written consent.
Section 3. Phase One Termination; Holder
Demands. Phase One shall terminate on the date hereof.
Each Holder hereby waives all of its rights or privileges
under Sections 4, 5, 6 and 7 of the Registration Rights
Agreement (other than Sections 7.4, 7.5 and 7.8 thereof),
including, without limitation, any right to initiate
Demands or Holders Sales Events, from the date hereof
through the date of termination of the Additional Shelf
Registration Period pursuant to Section 1 hereof.
Section 4. Affirmation of Registration Rights
Agreement. The Company and the Holders hereby affirm that,
except as specifically modified or waived hereby, the terms
and provisions of the Registration Rights Agreement shall
remain in full force and effect.
Section 5. Effectiveness. This Amendment shall
become effective as to each Holder and the Company as of
the date first above written when counterparts hereof shall
have been executed and delivered by the Company and such
Holder. Such execution and delivery may be made by
facsimile transmission.
Section 6. Governing Law. This Amendment shall
be governed by, and construed in accordance with, the laws
of the State of New York, without giving effect to the
principles of conflict of laws thereof.
IN WITNESS WHEREOF, this Amendment has been
executed by the Company and each of the Holders as of the
date first above written.
COMPANY:
READING & BATES CORPORATION
By______________________________
Title:
HOLDERS:
R&B INVESTMENT PARTNERSHIP, L.P.
By its General Partner
WHR MANAGEMENT COMPANY, L.P.
By_______________________
Title:
R&B INVESTMENT PARTNERSHIP II, L.P.
By its General Partner
WHR MANAGEMENT COMPANY, L.P.
By_______________________
Title:
WHITMAN HEFFERNAN & RHEIN WORKOUT
FUND, L.P.
By its General Partner
WHR MANAGEMENT COMPANY, L.P.
By_______________________
Title:
WHR MANAGEMENT COMPANY, L.P.
By_______________________
Title:
BCL INVESTMENT PARTNERS, L.P.
By its Managing Partner
GREENWING INVESTMENTS, INC.
By_____________________________
Title:
GREENWING INVESTMENTS, INC.
By_____________________________
Title:
FINANCIAL INVESTMENTS LTD.
By______________________________
Title:
LIFE LINE INVESTMENTS LTD.
By______________________________
Title:
RBY, LTD.
By______________________________
Title:
N&M HOLDING N.V.
By_______________________________
Title:
WORKSHIPS INTERMEDIARIES N.V.
By________________________________
Title:
INCOMARE HOLDINGS, INC.
By________________________________
Title:
FORREAL INC.
By________________________________
Title:
TORARICA N.V.
By________________________________
Title:
EXHIBIT 4.6
COMMON STOCK ISSUANCE AGREEMENT
This Common Stock Issuance Agreement (this
"Agreement") is dated as of August 24, 1994, by and between
Reading and Bates Corporation (the "Company") and each of
the purchasers (a "Purchaser") whose name is set forth on
the signature pages hereto. Capitalized terms used but not
defined herein are used as defined in the Offer Letter of
the Company dated August 8, 1994 (the "Offer Letter") and
the Assignment Agreement referred to in the Offer Letter.
Recitals
1. The Company and each Purchaser has agreed to
enter into and perform the Offer Letter and Assignment
Agreement and has delivered to the Company a duly completed
acceptance form (the "Acceptance Form") in the form
attached to the Offer Letter and holder questionnaire (the
"Holder Questionnaire") in the form of EXHIBIT A hereto.
2. In connection with the transactions
contemplated by the Offer Letter and the Assignment
Agreement, the Company has agreed to issue certain shares
(the "Shares") of its Common Stock, $.05 par value (the
"Common Stock") to each Purchaser.
3. The Purchasers have requested that the
Company undertake to register the Shares under the
Securities Act of 1933, as amended (the "Act"), for resale
from time to time following the date of the closing
referred to in the Assignment Agreement (the "Closing
Date").
Accordingly, in consideration of the premises and
the mutual agreements contained herein and in the Offer
Letter and the Assignment Agreement, the parties hereto
hereby agree as follows:
Section 1. Agreements to Issue and Purchase.
Subject to all the terms and conditions set forth herein
and in the Offer Letter and the Assignment Agreement, (i)
the Company hereby agrees to issue and sell in a private
offering to each Purchaser and (ii) each Purchaser agrees,
severally and not jointly, to acquire from the Company, the
number of Shares indicated with respect to such Purchaser
in the Offer Letter and the Company's acceptance letter
with respect thereto.
Section 2. Delivery of the Shares. Issuance and
delivery to each Purchaser of the Shares by the Company
shall be made at the closing referred to in the Assignment
Agreement promptly following the receipt by the Company of
listing approval for the Shares on the New York Stock
Exchange. The place and time of delivery for the Shares
may be varied by agreement between the Purchasers and the
Company.
Section 3. Legends; Transfer Restrictions.
(a) To insure compliance with the applicable
provisions of the Act and the terms of this Agreement, no
Shares shall be sold or transferred except in a transaction
permitted by this Section 3 or involving the registration
of such Shares under the Act.
(b) Except as otherwise provided in Section 3(e)
hereof, each certificate for any Shares shall be issued
with a legend in substantially the following form:
"The transfer of the securities represented by
this certificate is subject to the conditions
specified in that certain Common Stock Issuance
Agreement dated as of August 24, 1994, with Reading &
Bates Corporation (the "Company"), as the same may
from time to time be amended. The securities
represented by this certificate have not been
registered under the United States Securities Act of
1933, as amended (the "Securities Act"), or under any
state securities or laws and may not be offered or
sold unless such offer or sale is made pursuant to an
effective registration statement under the Securities
Act or is made in a transaction exempt from the
registration requirements of the Securities Act and
applicable state securities laws.
(c) Each holder of Shares shall have the right
to transfer Shares (i) to any Person who agrees in writing
to take the same subject to the terms and provisions of
this Agreement or (ii) pursuant to Rule 144 under the Act;
provided, that in the case of clause (i) above, no such
transfer shall be effective unless the written agreement
providing for such transfer includes representations and
warranties (expressed to be for the benefit of the Company
as well as all other Purchasers) substantially in the form
set forth in Section 6 hereof and signed counterparts of
such agreement are delivered to the Company. Each such
transferee shall be subject to the same transfer
restrictions imposed by this Agreement.
(d) Notwithstanding anything to the contrary in
this Agreement, no holder of Shares shall transfer any
Shares pursuant to Section 3(c) hereof, and no such
transfer shall be effective, unless such holder has
delivered to the Company an opinion of counsel reasonably
satisfactory to the Company (which counsel may include
attorneys who are employees of such holder) that
registration in respect of such transfer is not required
under the Act.
(e) Notwithstanding the foregoing provisions of
this Section 3, all of the restrictions imposed hereby upon
the transferability of the Shares shall terminate as to
such Shares when:
(i) they have been registered under the Act and
sold in accordance with such registration; or
(ii) counsel reasonably satisfactory to the
Company has rendered an opinion to the Company that
all of the Shares may be freely sold to the public
without compliance with the registration provisions of
the Act or any volume or manner of sale restrictions
under Rule 144; or
(iii) counsel reasonably satisfactory to the
Company has rendered an opinion to the Company that
such Shares may be freely sold to the public without
compliance with the registration provisions of the
Act.
Whenever the restrictions imposed by this Section
3 terminate as to any Shares, the holder thereof shall be
entitled to receive from the Company, without expense, a
new certificate not bearing the legends otherwise required
pursuant to this Section 3.
Section 4. Registration by the Company. The
Company and the several Purchasers hereby agree as follows:
(a) The Company undertakes and agrees to take
all necessary action required to permit the holders of the
Shares to offer and sell the Shares pursuant to an
effective shelf registration statement covering the Shares
(a "Registration Statement") at all times during the
Registration Period (as defined below) and to ensure that
one or more Registration Statement(s) and any related
prospectus (each, a "Prospectus") remain continuously
effective and in full compliance with all applicable
provisions of the Securities Act of 1933, as amended (the
"Act"), the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and the respective rules and
regulations of the Securities and Exchange Commission (the
"Commission") thereunder (the "Rules and Regulations")
until the end of the Registration Period. In furtherance
of the foregoing, the Company shall file a Registration
Statement within 30 days of the Closing Date and shall
thereafter use its best efforts to cause such Registration
Statement to be declared effective as soon as practicable.
(b) The "Registration Period" shall begin on the
date that a Registration Statement with respect to the
Shares is declared effective and shall continue until
terminated by the Company by notice to the holders of
Shares; provided, that the Company shall not terminate the
Registration Period prior to the earlier to occur of (i)
the second anniversary of the Closing Date or (ii) the sale
of all of the Shares pursuant to a Registration Statement.
Notwithstanding the foregoing, the Registration Period
shall be extended by a period of time following such second
anniversary equal to any period of time that offers and
sales of Shares under the Registration Statement are
prevented by any stop order, injunction or other action of
the Commission or any Notice of Amendment pursuant to
Section 4(e).
(c) During the Registration Period, the Company
will advise holders of Shares promptly and, if requested by
such holders, will confirm such advice in writing: (i) of
any request by the Commission for amendment of or a
supplement to the Registration Statement or the Prospectus
or for additional information; (ii) of the issuance of any
stop order suspending the effectiveness of the Registration
Statement or of the suspension of qualification of the
Shares for offering or sale in any jurisdiction or the
initiation of any proceeding for such purpose; and (iii) of
any change in the Company's condition (financial or other),
business, prospects, properties, net worth or results of
operations, or of the happening of any event, which makes
any statement of a material fact made in the Registration
Statement or the Prospectus (as then amended or
supplemented) untrue or which requires the making of any
additions to or changes in the Registration Statement or
the Prospectus (as then amended or supplemented) in order
to state a material fact required to be stated therein or
necessary in order to make the statements therein not
misleading, or of the necessity to amend or supplement the
Prospectus (as then amended or supplemented) to comply with
the applicable requirements of the Act or the Exchange Act
or the Rules and Regulations. If at any time a stop order
suspending the effectiveness of the Registration Statement
shall be issued, the Company will make every reasonable
effort to obtain the withdrawal of such order at the
earliest possible time.
(d) During the Registration Period, the Company
will expeditiously deliver to each holder of Shares,
without charge, copies of the Registration Statement and
the Prospectus and of any amendment or supplement thereto.
The Company consents to the use of the Registration
Statement and the Prospectus and of any current amendment
or supplement thereto by each holder of Shares for non-
underwritten resales of Shares during the Registration
Period in accordance with the Act, the Exchange Act and the
Rules and Regulations.
(e) If during the Registration Period any event
shall occur that in the judgment of the Company is required
to be set forth in the Prospectus as then amended or
supplemented or should be set forth therein in order to
make the statements therein, in the light of the
circumstances under which they were made, not misleading,
or if it is necessary to supplement or amend the Prospectus
or to file under the Exchange Act any document which, upon
filing, will be incorporated by reference therein in order
to comply with the Act, the Exchange Act or the Rules and
Regulations, the Company will forthwith notify the holders
of Shares in writing of such event or requirement (a
"Notice of Amendment") and prepare and file with the
Commission an appropriate supplement or amendment thereto
and furnish copies thereof, together with a written notice
of such amendment or supplement ("Notice of Correction"),
to the holders of Shares. Following any Notice of
Amendment as aforesaid, no holder of Shares shall effect
any offer or sale of Shares prior to receipt from the
Company of a Notice of Correction. Each holder of Shares
included in the Registration Statement undertakes and
agrees expeditiously to provide a complete and accurate
Holder Questionnaire or otherwise confirm to the Company
any information regarding such holder included or required
to be included in the Registration Statement, to update
such holder's Holder Questionnaire whenever necessary and
to inform the Company in writing of any additions to or
other changes in such information, including any changes in
the number of Shares or other securities of the Company
from time to time owned by such holder.
(f) In connection with each Registration
Statement, the Company shall pay all filing fees of the
Commission, printing expenses, stock exchange listing fees,
Company counsel and auditor fees (but not fees of counsel
or auditors for the holders of Shares), registrar and
transfer agent fees and "blue sky" and National Association
of Securities Dealers, Inc. fees.
(g) The Company will not take, directly or
indirectly, any action designed to or that might reasonably
be expected to cause or result in stabilization or
manipulation of the price of the Common Stock in connection
with the issuance of the Shares contemplated hereby.
(h) The Company shall (i) apply to the New York
Stock Exchange for the listing of the Shares thereon prior
to the Closing Date, (ii) use its best efforts to have the
Shares approved for listing, subject to notice of issuance,
thereon and (iii) maintain the listing of the Shares
thereon as long as the Common Stock is so listed.
(i) Notwithstanding anything to the contrary in
this Agreement, the Company shall be permitted to effect
the registration, issuance, offer, underwriting and/or sale
of securities issued by the Company or its subsidiaries
(whether issued and outstanding prior to or subsequent to
the date hereof) at any time during the Registration Period
(including, without limitation, by including other
securities issued by the Company in a Registration
Statement or by extending any existing shelf registration
pursuant to Rule 415 under the Act) and holders of Shares
shall not be entitled to participate in any such
registration, offering or transaction (other than a
Registration Statement with respect to the Shares) without
the Company's prior consent.
(j) In connection with a reasonable and
customary due diligence investigation relating to the
Registration Statement, the Company shall (i) make
reasonably available for inspection by holders of Shares
and their attorneys, accountants and other agents and
representatives all relevant financial and other records,
corporate documents and properties and (ii) cause the
Company's officers, directors and employees to cooperate in
supplying all information reasonably requested by such
persons; provided, that that any information that is
designated by the Company as confidential shall be kept
confidential by such persons, unless disclosure thereof is
required by applicable law or regulation or such
information becomes publicly available other than as a
result of a breach hereof by any such person. In addition,
promptly following effectiveness of a Registration
Statement, the Company shall deliver to each Purchaser
opinions of counsel substantially in form of EXHIBITS B-1
and B-2 and a certificate of its President, Vice President
or Treasurer substantially in the form of EXHIBIT C.
Section 5. Representations and Warranties of the
Company. The Company represents and warrants to each
Purchaser, on and as of the Closing Date, as follows:
(a) The Registration Statement in the form in
which it becomes effective and any supplement or amendment
thereto when filed with the Commission will comply in all
material respects with the applicable provisions of the Act
and the Rules and Regulations and will not at any such
times contain an untrue statement of a material fact or
omit to state a material fact required to be stated therein
or necessary to make the statements therein not misleading,
except that this representation and warranty does not apply
to statements in or omissions from the Registration
Statement or the Prospectus made in reliance upon and in
conformity with information relating to any holder of
Shares furnished to the Company by or on behalf of any such
holder for use therein.
(b) All the Shares have been duly authorized
and, when issued and delivered to the Purchasers against
payment therefor in accordance with the terms hereof, will
be validly issued, fully paid and nonassessable and free of
any preemptive or similar rights; all of the Shares have
been approved for listing, subject to notice of issuance,
on the New York Stock Exchange, and the capital stock of
the Company will conform to the description thereof in the
Registration Statement or the Prospectus.
(c) The Company is a corporation duly organized
and validly existing in good standing under the laws of the
State of Delaware with full power and authority (corporate
and other) to own, lease and operate its properties and to
conduct its business as currently conducted.
(d) Neither the issuance and sale of the Shares,
the execution, delivery or performance of this Agreement by
the Company, nor the consummation by the Company of the
transactions contemplated hereby, (i) requires any consent,
approval, authorization or other order of or registration
or filing with, any court, regulatory body, administrative
agency or other governmental body, agency or official
(except such as may be required for the registration of the
Shares under the Act and compliance with the securities
laws of various jurisdictions, which will be effected in
accordance with this Agreement) or conflicts or will
conflict with or constitutes or will constitute a breach
of, or a default under, the Restated Certificate of
Incorporation (the "Charter") or Bylaws or other
organizational documents of the Company, or (ii) conflicts
or will conflict with or constitutes or will constitute a
breach of or default under, any agreement, indenture, lease
or other instrument to which the Company is a party or by
which it or any of its property may be bound, or violates
or will violate any statute, law, regulation or filing or
any judgment, injunction, order or decree applicable to the
Company or any of its properties, or will result in the
creation or imposition of any lien, charge or encumbrance
upon any property or assets of the Company pursuant to the
terms of any agreement or instrument to which it is a party
or by which it may be bound or to which any of its property
or assets is subject.
(e) The execution and delivery of, and the
performance by the Company of its obligations under, this
Agreement have been duly and validly authorized by the
Company, and this Agreement has been duly executed and
delivered by the Company and constitutes the valid and
legally binding agreement of the Company, enforceable
against the Company in accordance with its terms.
(d) Neither the Company nor anyone acting on its
behalf has directly or indirectly offered the Shares or any
part thereof or any similar securities for sale to, or
solicited any offer to buy any of the same from, or
otherwise approached or negotiated in respect thereof with,
anyone other than the Purchasers and other parties to the
Assignment Agreement. Neither the Company nor anyone
acting on its behalf has taken or will take any action
which would subject the issuance and sale of the Shares to
the registration and prospectus delivery provisions of the
Act prior to registration of the Shares as contemplated
hereby.
(e) The Company has not, and nor has anyone
acting on its behalf, employed or engaged any agent, broker
or finder or incurred any liability for any brokerage fees,
commissions or finders' fees in connection with the
transactions contemplated hereby.
Section 6. Representations and Warranties of the
Purchasers. Each Purchaser represents and warrants to the
Company, on and as of the Closing Date, as follows:
(a) Such Purchaser has been provided an
opportunity to obtain such documents and information
concerning the Company, the Shares, the Offer Letter, the
Assignment Agreement and the transactions contemplated
hereby and thereby as it has deemed appropriate in making
its own analysis and financial and legal evaluation of the
Company, the Shares, the Offer Letter, the Assignment
Agreement and the transactions contemplated hereby and
thereby, and such Purchaser represents and warrants that it
has, independently and based on such documents and
information as it has deemed appropriate, made its own
appraisal of the financial condition, business,
creditworthiness and affairs of the Company and of the
value and terms of the Shares, this Agreement, the Offer
Letter, the Assignment Agreement and rights assigned
pursuant thereto.
(b) Such Purchaser represents and warrants that
it is acquiring the Shares for its own account or the
account of one or more separate accounts maintained and
controlled by it, for which such Purchaser has investment
discretion with respect to the acquisition of the Shares
and on whose behalf such Purchaser has authority to make
this representation, in each case for investment and not
with a view to the distribution thereof or with any present
intention of distributing all or any portion thereof, all
without prejudice to its right at any time, in accordance
with this Agreement, lawfully dispose of all or any part of
the Shares. Such Purchaser acknowledges and agrees that
the Shares have not been registered under the Act or any
state securities law, or approved by the Securities and
Exchange Commission or any state agency, and may be resold
or otherwise transferred only if registered pursuant to the
provisions of such Act and applicable state securities law
or if an exemption from registration is available.
(c) The execution and delivery of, and the
performance by such Purchaser of its obligations under,
this Agreement have been duly and validly authorized by
such Purchaser, and this Agreement has been duly executed
and delivered by such Purchaser and constitutes the valid
and legally binding agreement of such Purchaser,
enforceable against such Purchaser in accordance with its
terms.
(d) Such Purchaser represents that it is an
"accredited investor" as such term is defined in Regulation
D under the Act, is financially able to bear the risks of
the investment in the Shares and has such knowledge and
experience in financial and business matters that it is
capable of evaluating the merits and risks thereof.
(e) Such Purchaser has not, and nor has anyone
acting on such Purchaser's behalf, employed or engaged any
agent, broker or finder or incurred any liability for any
brokerage fees, commission or finders' fees in connection
with the transactions contemplated hereby.
(f) The information set forth in the Acceptance
Form and Holder Questionnaire of such Purchaser is true and
complete in all material respects and may be used by the
Company in a Registration Statement until updated or
revised by written notice to the Company.
Section 7. Indemnification.
(a) In connection with the Registration
Statement, the Company agrees to indemnify and hold
harmless each holder of securities covered thereby, the
directors, officers, employees and agents of each holder
and each person who controls any holder within the meaning
of the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which
they or any of them may become subject under the Act, the
Exchange Act or other Federal or state statutory laws or
regulations, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of a material fact
contained in the Registration Statement as originally filed
or in any amendment thereof, or in any preliminary
Prospectus or Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under
which they were made, not misleading, and agrees to
reimburse each such indemnified party, as incurred, for any
legal or other expenses reasonably incurred by them in
connection with investigating or defending any such loss,
claim, damage, liability or action; provided, that (i) the
Company will not be liable to the extent that any such
loss, claim, damage or liability arises out of or is based
upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance
upon and in conformity with written information furnished
to the Company by or on behalf of any such holder
specifically for inclusion therein and (ii) such indemnity
with respect to any Prospectus shall not inure to the
benefit of any holder (or any director, officer, employee
or agent of such holder or any person controlling such
holder) from whom the person asserting any such loss,
claim, damage or liability purchased the Shares if such
person did not receive a copy of the current Prospectus as
amended and supplemented and distributed to the holders by
the Company at or prior to the confirmation of the sale of
such Shares, to such person in any case where such delivery
is required by the Securities Act and the untrue statement
or omission of a material fact contained in the Prospectus
was corrected in such current Prospectus as so amended and
supplemented. This indemnity agreement will be in addition
to any liability which the Company may otherwise have.
(b) Each holder of Shares covered by the
Registration Statement severally agrees to indemnify and
hold harmless (i) the Company, (ii) each of its directors,
(iii) each of its officers who signs the Registration
Statement and (iv) each person who controls the Company
within the meaning of either the Act or the Exchange Act to
the same extent as the foregoing indemnity from the Company
to each holder, but only with reference to written
information relating to such holder furnished to the
Company on or behalf of such holder specifically for
inclusion in the Registration Statement or the Prospectus.
This indemnity agreement will be in addition to any
liability which any holder may otherwise have.
(c) Promptly after receipt by an indemnified
party under this Section 7 of notice of the commencement of
any action, such indemnified party will, if a claim in
respect thereof is to be made against the indemnifying
party under this Section 7, notify the indemnifying party
in writing of the commencement thereof; but the failure so
to notify the indemnifying party (i) will not relieve it
from liability under paragraph (a) or (b) above unless and
to the extent it did not otherwise learn of such action and
such failure results in the forfeiture by the indemnifying
party of substantial rights and defenses and (ii) will not,
in any event, relieve the indemnifying party from any
obligations to any indemnified party other than the
indemnification obligation provided in paragraph (a) or (b)
above. The indemnifying party shall be entitled to appoint
counsel of the indemnifying party's choice at the
indemnifying party's expense to represent the indemnified
party in any action for which indemnification is sought (in
which case the indemnifying party shall not thereafter be
responsible for the fees and expenses of any separate
counsel retained by the indemnified party or parties except
as set forth below); provided, that such counsel shall be
reasonably satisfactory to the indemnified party.
Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an
action, the indemnified party shall have the right to
employ separate counsel, if (i) the use of counsel chosen
by the indemnifying party to represent the indemnified
party would present such counsel with a conflict of
interest, (ii) the actual or potential defendants in, or
targets of, any such action include both the indemnified
party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal
defenses available to it or any other indemnified party
which are different from or additional to those available
to the indemnifying party, (iii) the indemnifying party
shall not have employed counsel reasonably satisfactory to
the indemnified party to represent the indemnified party
within a reasonable time after notice of the institution of
such action or (iv) the indemnifying party shall authorize
the indemnified party to employ separate counsel at the
expense of the indemnifying party. An indemnifying party
will not, without the prior written consent of the
indemnified parties, settle, compromise or consent to the
entry of any judgment with respect to any pending or
threatened claim, action, suit or proceeding in respect of
which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are
actual or potential parties to such claim or action) unless
such settlement, compromise or consent includes an
unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or
proceeding.
(d) In the event that the indemnity provided in
paragraph (a) or (b) above is unavailable to or
insufficient to hold harmless an indemnified party for any
reason, then each indemnifying party, in lieu of
indemnifying such indemnified party, shall have a joint and
several obligation to contribute to the aggregate losses,
claims, damages and liabilities (collectively "Losses") to
which such indemnified party shall be subject in such
proportion as is appropriate to reflect the relative
benefits received by such indemnifying party, on the one
hand, and such indemnified party, on the other hand, from
the the Registration Statement; provided, that in no case
shall any holder of Shares be responsible, in the
aggregate, for any amount in excess of the value of Shares
sold by such person in the transaction giving rise to such
Losses. If the allocation provided by the immediately
preceding sentence is unavailable for any reason, the
indemnifying party and the indemnified party shall
contribute in such proportion as is appropriate to reflect
not only such relative benefits but also the relative fault
of such indemnifying party, on the one hand, and such
indemnified party, on the other hand, in connection with
the statements or omissions which resulted in such Losses
as well as any other relevant equitable considerations. No
person guilty of fraudulent misrepresentation shall be
entitled to contribution from any person not guilty
thereof.
Section 8. Miscellaneous.
(a) This Agreement shall be binding on, and
inure to the benefit of, the parties hereto and their
respective successors and permitted assigns pursuant to
Section 3(c)(i) and (d) hereof.
(b) This Agreement may be signed in
counterparts, each of which shall be an original and which
taken together shall constitute one agreement. This
Agreement and any modification or waiver hereof may be
executed by facsimile signature.
(c) This Agreement may be modified, waived,
discharged or terminated only by an instrument in writing
signed by the Company and holders of a majority of the
Shares (without counting for such purposes Shares held by
the Company or its affiliates).
(d) All notices and other communications
hereunder shall be in writing and shall be served either
(i) personally, (ii) by certified mail, (iii) by overnight
courier service, or (iv) by telecopier, in each case
addressed to the party to whom notice is being given at its
address as set forth below or at such other address as may
hereafter be designated in writing by either party hereto.
All such notices or other communications shall be deemed to
have been given on (i) the date received if delivered
personally, (ii) five business days after the date of
posting if transmitted by certified mail, (iii) the first
business day after receipt by the overnight courier
service, or (iv) the date of transmission with confirmation
answerback if transmitted by telecopier. Said parties may
designate in writing from time to time other and additional
places to which notices may be sent.
All notices to the Company shall be given to it
at:
READING & BATES CORPORATION
901 Theadneedle
Houston, Texas 77079
Attn: Wayne K. Hillin, Esq.
Telephone Number: (713) 496-5000
Telecopy Number: (713) 496-0285
Copy to:
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Douglas R. Davis, Esq.
Richard S. Mitchell, Esq.
Telephone Number: (212) 530-5000
Telecopy Number: (212) 530-5219
All notices to holders of Shares shall be given
at the address set forth for each Purchaser on the
Acceptance Form or otherwise indicated in writing to the
Company by any such holder.
(e) Damages in the event of breach of this
Agreement would be difficult, if not impossible, to
ascertain, and it is therefore agreed that each party
hereto, in addition to and without limiting any other
remedy or right it may have, will have the right to an
injunction or other equitable relief in any court of
competent jurisdiction, enjoining any such breach, and
enforcing specifically the terms and provisions hereof.
The existence of this right will not preclude the parties
hereto from pursuing any other rights and remedies at law
or in equity which they may have.
(f) If any provision of this Agreement is held
to be illegal, invalid or unenforceable, and if the rights
or obligations of any party hereto will not be materially
and adversely affected thereby, (i) such provision will be
fully severable, (ii) this Agreement will be construed and
enforced as if such illegal, invalid or unenforceable
provision had never comprised a part hereof, (iii) the
remaining provisions of this Agreement will remain in full
force and effect and will not be affected by the illegal,
invalid or unenforceable provision or by its severance
herefrom and (iv) in lieu of such illegal, invalid or
unenforceable provision, there will be added automatically
as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible.
(g) The terms and provisions of this Agreement
are intended solely for the benefit of each party hereto
and their respective successors and permitted assigns
pursuant to Section 3(c)(i) and (d) hereof, and is not the
intention of the parties to confer third-party beneficiary
rights upon any other person.
(h) Except as otherwise expressly provided in
this Agreement, each party will pay its own costs and
expenses.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned have duly
executed this Agreement as of the date above first written.
Company
READING & BATES CORPORATION
By:____________________________
Name:
Title:
Purchaser
Name:
By:____________________________
Name:
Title:
<PAGE>
EXHIBIT A
HOLDER QUESTIONNAIRE
Holder Questionnaire pursuant to the Common Stock
Issuance Agreement dated as of August 24, 1994 among
READING & BATES CORPORATION and the Purchasers referred to
therein (the "Agreement"). Each capitalized term used
herein without definition shall have the meaning ascribed
thereto in the Agreement.
Please complete, execute, date and return to:
Reading & Bates Corporation
901 Threadneedle
Suite 200
Houston, TX 77079
Attention: Wayne K. Hillin, Esq.
The information requested below is required for
purposes of any Registration Statement in which any Holder
participates, and for purposes of certain Exchange Act
filings.THE UNDERSIGNED HOLDER AGREES TO UPDATE AND AMEND
THIS QUESTIONNAIRE IF THERE IS ANY MATERIAL CHANGE IN THE
INFORMATION CONTAINED HEREIN AND TO PROVIDE ANY ADDITIONAL
INFORMATION REQUESTED BY THE COMPANY PURSUANT TO SECTION
4(e) OF THE AGREEMENT.
Information for notices:
Legal Name of
Holder : ____________________
Street Address : ____________________
Post Office Box : ____________________
City/State/Zip : ____________________
Fed. Tax ID. No.
(if any) : _________________________
Telex Number: _____________ Answerback __________________
Telecopier Number: ________ Type of Telecopier: _________
Contacts: (Please include Back-ups)
1. Name:_______________________________________________
Title:______________________________________________
Function:___________________________________________
Business Telephone:_________________________________
Home Telephone:_____________________________________
2. Name:_______________________________________________
Title:______________________________________________
Function:___________________________________________
Business Telephone:_________________________________
Home Telephone:_____________________________________
Information required for any Registration Statement and
Prospectus pursuant to Item 507 of Regulation S-K under the
Securities Act:
1. Describe the nature of any position, office or
other material relationship (excluding normal banking
relationships) which such Holder has had within the past
three years with the Company or any of its affiliates.
2. Enter below in the space indicated the number
of shares of Common Stock or other securities of Reading &
Bates Corporation convertible into or exchangeable or
exercisable for Common Stock owned as of the date of this
certificate (i) by the Holder signing this certificate for
its own account and (ii) in the aggregate by affiliates (as
defined in Exchange Act Rule 12b-2) of such Holder for
their own accounts (excluding, in each case, any Common
Stock or other securities of Reading & Bates Corporation
convertible into or exchangeable or exercisable for Common
Stock held by the Holder or its affiliates in investment
accounts, in trust accounts, in custody accounts or in
other similar fiduciary capacities).
Holder Affiliates
________ __________ Shares of Common Stock
________ __________ Other convertible or
exchangeable securities
(Specify title of class or
series and number of
shares of Common Stock
underlying such securities)
The undersigned Holder hereby represents that the
information contained herein is true and complete in all
material respects as of the date hereof, and agrees to
supplement this Holder Questionnaire upon the request of
the Company and to update and amend this Holder
Questionnaire if there is any material change in the
information contained herein. The undersigned Holder
hereby authorizes the Company to use the information
contained herein in any registration statement or
prospectus filed by the Company pursuant to the Agreement
and to rely upon the information contained herein, until
this Holder Questionnaire is amended or withdrawn, in
executing any certificate, agreement or document
contemplated by the Agreement.
[signature page follows] <PAGE>
IN WITNESS WHEREOF the undersigned has duly
executed this document as of the date set forth below.
______________________________________
Name of Holder
By____________________________________
Signature of Authorized Signatory
____________________________________
Printed Name of Authorized Signatory
____________________________________
Title
____________________________________
Date
COMPANY USE ONLY
Date Received _______________
<PAGE>
EXHIBIT B-1
[___________, 1994]
To Each Addressee
Listed on Schedule I Hereto
Ladies and Gentlemen:
We have acted as special New York counsel to
Reading & Bates Corporation, a Delaware corporation (the
"Company"), in connection with the Registration Statement
on Form S-3 (Registration No. 33-_____) (the "Shelf
Registration Statement") filed by the Company pursuant to
the Securities Act of 1933, as amended (the "Act") and Rule
415 thereunder relating to the registration under the Act
of an aggregate of [___________] outstanding shares (the
"Shares") of the Company's common stock, $.05 par value per
share (the "Common Stock"), pursuant to the Common Stock
Issuance Agreement dated as of [August __], 1994, as
amended to the date hereof (the "Agreement"). This opinion
is being furnished pursuant to Section 4(j) of the
Agreement. Capitalized terms used herein and not expressly
defined herein shall have the definitions specified in the
Agreement. The term "Shelf Registration Statement" as used
herein means the Shelf Registration Statement (including
all financial schedules and exhibits), as amended at the
time it became effective under the Act. The term
"Prospectus" as used herein means the prospectus in the
form included in the Shelf Registration Statement. Any
reference herein to the Shelf Registration Statement or the
Prospectus shall be deemed to refer to and include the
documents incorporated by reference therein pursuant to
Item 12 of Form S-3 under the Act, as of the date of the
Shelf Registration Statement or the Prospectus, as the case
may be, and any reference to any amendment or supplement to
the Shelf Registration Statement or the Prospectus shall be
deemed to refer to and include any documents filed after
such date under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), which, upon filing, are
incorporated by reference therein, as required by paragraph
(b) of Item 12 of Form S-3. As used herein, the term
"Incorporated Documents" means the documents which at the
time are incorporated by reference into the Shelf
Registration Statement, the Prospectus, or any amendment or
supplement thereto.
In rendering the opinions expressed below, we have
examined originals or copies certified or otherwise
identified to our satisfaction of all such records of the
Company, agreements and other instruments, certificates of
public officials, certificates of officers and
representatives of the Company and such other documents as
we have deemed necessary as a basis for the opinions
expressed below. In our examination we have assumed and
have not verified the genuineness of signatures on all
documents which we have examined, the authenticity of all
documents submitted to us as originals and the conformity
with authentic original documents of all documents
submitted to us as copies. As to various questions of fact
material to such opinions we have, when relevant facts were
not independently established, relied upon the
representations and warranties of the Company made in or
pursuant to the Agreement and upon certificates of
government officials and of the Company and its officers.
Based on the foregoing, and having regard to legal
considerations we deem relevant, we are of the opinion
that:
1. The Company is a corporation validly existing
in good standing under the laws of the State of Delaware,
with full corporate power and authority to own, lease and
operate its properties and to conduct its business as
described in the Shelf Registration Statement and the
Prospectus (and any amendment or supplement thereto filed
as of the date hereof).
2. The form of certificate evidencing the Shares
conforms to the requirements of the Delaware General
Corporation Law.
3. The Shelf Registration Statement has become
effective under the Act and, to our best knowledge after
reasonable inquiry, no stop order suspending the
effectiveness of the Shelf Registration Statement has been
issued and no proceedings for that purpose are pending
before or contemplated by the Commission; and any required
filing of the Prospectus pursuant to Rule 424(b) under the
Act has been made in accordance with such Rule.
4. No consent, approval, authorization or other
order of, or registration or filing with, any court,
regulatory body, administrative agency or other
governmental body, agency, or official is required on the
part of the Company under the Act or the Exchange Act
(except as have been obtained or made under the Act and the
Exchange Act and such as may be required under state
securities or Blue Sky laws governing the sale, purchase
and distribution of the Shares) for the valid offer and
sale of the Shares by the Holders pursuant to the Shelf
Registration Statement.
5. The Shelf Registration Statement and the
Prospectus and any supplements or amendments thereto filed
as of the date hereof (except for the financial statements
and the notes thereto and the schedules and other financial
and statistical data included therein, as to which we
express no opinion) comply as to form in all material
respects with the requirements of the Act; and as of their
respective dates each of the Incorporated Documents (except
for the financial statements and the notes thereto and
other financial and statistical data included therein, as
to which we express no opinion) complies as to form in all
material respects with the Exchange Act and the rules and
regulations of the Commission thereunder.
We have participated in conferences with officers
and other representatives of the Company at which the
contents of the Shelf Registration Statement and the
Prospectus were discussed and, although we are not
expressing an opinion upon and do not assume responsibility
for the accuracy, completeness or fairness of the
statements contained in the Shelf Registration Statement or
the Prospectus, on the basis of the foregoing, nothing has
come to our attention that has caused us to believe that
the Shelf Registration Statement, including the
Incorporated Documents, at the time the Shelf Registration
Statement became effective (except for the financial
statements and the notes thereto and the schedules and
other financial and statistical data included therein, as
to which we give no assurances), contained an untrue
statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus,
as of its date and as of the date hereof (except for the
financial statements and the notes thereto and the
schedules and other financial and statistical data included
therein, as to which we give no assurances), or any
amendment or supplement to the Prospectus filed as of the
date hereof, as of its date and as of the date hereof,
contained an untrue statement of a material fact or omitted
to state a material fact necessary in order to make the
statements made, in the light of the circumstances under
which they were made, not misleading.
The foregoing opinions are limited to the federal
laws of the United States of America, the corporate laws of
the State of Delaware and the laws of the State of New
York, and we do not express any opinion as to the laws of
any other jurisdiction.
We are delivering this opinion to you pursuant to
Section 4(j) of the Agreement, and no person other than you
is entitled to rely on this opinion.
Very truly yours,
<PAGE>
SCHEDULE I
[INSERT NAMES OF PURCHASERS]
EXHIBIT B-2
[____________], 1994
To Each Addressee
Listed on Schedule I Hereto
Ladies and Gentlemen:
I have acted as Senior Vice President, Secretary
and General Counsel to Reading & Bates Corporation, a
Delaware corporation (the "Company"), in connection with
the Registration Statement on Form S-3 (Regis. No. 33-
_____) (the "Shelf Registration Statement") filed by the
Company pursuant to the Securities Act of 1933, as amended
(the "Act"), and Rule 415 thereunder relating to the
registration under the Act of an aggregate of [________]
outstanding shares (the "Shares") of the Company's common
stock, $.05 par value per share (the "Common Stock"),
pursuant to the Common Stock Issuance Agreement dated as of
[August __], 1994, as amended to the date hereof (the
"Agreement"). This opinion is being furnished pursuant to
Section 4(j) of the Agreement. Capitalized terms used
herein and not expressly defined herein shall have the
definitions specified in the Agreement. The term "Shelf
Registration Statement" as used herein means the Shelf
Registration Statement (including all financial schedules
and exhibits), as amended at the time it became effective
under the Act. The term "Prospectus" as used herein means
the prospectus in the form included in the Shelf
Registration Statement. Any reference herein to the Shelf
Registration Statement or the Prospectus shall be deemed to
refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the
Act, as of the date of the Shelf Registration Statement or
the Prospectus, as the case may be, and any reference to
any amendment or supplement to the Shelf Registration
Statement or the Prospectus shall be deemed to refer to and
include any documents filed after such date under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which, upon filing, are incorporated by reference
therein, as required by paragraph (b) of Item 12 of Form
S-3. As used herein, the term "Incorporated Documents"
means the documents which at the time are incorporated by
reference into the Shelf Registration Statement, the
Prospectus, or any amendment or supplement thereto.
In rendering the opinions expressed below, I have
examined originals or copies certified or otherwise
identified to my satisfaction of all such records of the
Company, agreements and other instruments, certificates of
public officials, certificates of officers and
representatives of the Company and such other documents as
I have deemed necessary as a basis for the opinions
expressed below. In my examination I have assumed and have
not verified the genuineness of the signatures on all
documents which I have examined, the authenticity of all
documents submitted to me as originals and the conformity
with authentic original documents of all documents
submitted to me as copies. As to various questions of fact
material to such opinions I have, when relevant facts were
not independently established, relied upon certificates of
government officials and of officers of the Company and its
subsidiaries.
Based on the foregoing, and having regard to legal
considerations I deem relevant, I am of the opinion that:
1. The Company is a corporation duly organized
and validly existing in good standing under the laws of the
State of Delaware, with full corporate power and authority,
and all necessary governmental authorizations, approvals,
orders, licenses, certificates, franchises and permits of
and from all governmental regulatory officials and bodies,
to own, lease and operate its properties and to conduct its
business as now being conducted and as described in the
Shelf Registration Statement and the Prospectus (and any
amendment or supplement thereto filed as of the date
hereof), except where the failure so to have any such
authorizations, approvals, orders, licenses, certificates,
franchises or permits, individually or in the aggregate,
does not and would not have a material adverse effect on
the condition (financial or other), business, properties,
net worth or results of operations of the Company and its
subsidiaries taken as a whole (a "Material Adverse
Effect").
2. The Company is duly registered and qualified
to conduct its business and is in good standing in each
jurisdiction or place where the nature or location of its
properties or the conduct of its business requires such
registration or qualification, except where the failure so
to register or qualify does not have a Material Adverse
Effect.
3. Each of the Company's subsidiaries listed on
Schedule II hereto (the "Subsidiaries") is a corporation
duly organized and validly existing in good standing under
the laws of the jurisdiction of its organization, with full
corporate power and authority, and all necessary
governmental authorizations, approvals, orders, licenses,
certificates, franchises and permits of and from all
governmental regulatory officials and bodies, to own,
lease, and operate its properties and to conduct its
business as described in the Shelf Registration Statement
and the Prospectus, and any amendment or supplement thereto
filed as of the date hereof, except where the failure so to
have any such authorizations, approvals, orders, licenses,
certificates, franchises or permits, individually or in the
aggregate, does not and would not have a Material Adverse
Effect; and all the outstanding shares of capital stock of
each of the Subsidiaries have been duly authorized and
validly issued, are fully paid and nonassessable, and,
except as set forth in the Prospectus, are owned by the
Company directly, or indirectly through one of the other
Subsidiaries, free and clear of any perfected security
interest, or, to my best knowledge, any lien, adverse
claim, restriction, security interest or other encumbrance,
other than the lien, adverse claim, restriction, security
interest or other encumbrance granted pursuant to the
existing credit agreement between the Company and
Internationale Nederlanden Bank N.V., except where any
failure so to own such capital stock does not and would not
have a Material Adverse Effect.
4. The Company's authorized equity capitalization
is as set forth in the Shelf Registration Statement and the
Prospectus; the capital stock of the Company conforms to
the description thereof contained in the Shelf Registration
Statement and the Prospectus; all of the issued and
outstanding shares of capital stock of the Company,
including the Shares, have been duly and validly authorized
and issued and are fully paid and nonassessable; and the
Shares have been duly authorized for listing, subject to
official notice of issuance, on the New York Stock
Exchange.
5. Neither the Company nor any of the
Subsidiaries is in violation of its respective certificate
or articles of incorporation or bylaws, or other
organizational documents, and to my knowledge neither the
Company nor any of its subsidiaries is in default in the
performance of any obligation, agreement or condition
contained in any bond, debenture, note or other evidence of
indebtedness, except as may be disclosed in the Prospectus
or except for any such violation or default that does not
and would not have a Material Adverse Effect.
6. Neither the offer, sale or delivery of the
Shares, nor the compliance by the Company with the
provisions of the Agreement relating to the Shelf
Registration Statement conflicts or will conflict with or
constitutes or will constitute a breach of, or a default
under, the certificate or articles of incorporation or
bylaws, or other organizational documents, of the Company
or any of the Subsidiaries or any agreement, indenture,
lease or other instrument to which the Company or any of
the Subsidiaries is a party or by which any of them or any
of their respective properties is bound that is an exhibit
to the Shelf Registration Statement or to any of the
Incorporated Documents, or is known to me after reasonable
inquiry, or will result in the creation or imposition of
any lien, charge or encumbrance upon any property or assets
of the Company or any of the Subsidiaries, nor will any
such action result in any violation of any existing law,
regulation, ruling (assuming compliance with all applicable
state securities and Blue Sky laws), judgment, injunction,
order or decree known to me after reasonable inquiry,
applicable to the Company, the Subsidiaries or any of their
respective properties.
7. To my knowledge, (A) other than as described
or contemplated in the Prospectus (or any supplement
thereto filed as of the date hereof), there are no legal or
governmental proceedings pending or threatened against the
Company or any of its subsidiaries, or to which the Company
or any of its subsidiaries, or any of their property, is
subject, which are required to be described in the Shelf
Registration Statement or Prospectus (or any amendment or
supplement thereto filed as of the date hereof) but are not
described as required and (B) there are no agreements,
contracts, indentures, leases or other instruments, that
are required to be described in the Shelf Registration
Statement or the Prospectus (or any amendment or supplement
thereto filed as of the date hereof) or to be filed as an
exhibit to the Shelf Registration Statement or any
Incorporated Document, that are not described or filed as
required, as the case may be, by the Act or the Exchange
Act.
8. To my knowledge, neither the Company nor any
of its subsidiaries is in violation of any law, ordinance,
administrative or governmental rule or regulation
applicable to the Company or any of its subsidiaries or of
any decree of any court or governmental agency or body
having jurisdiction over the Company or any of its
subsidiaries which, individually or in the aggregate, could
reasonably be expected to have a Material Adverse Effect.
I have participated in conferences with officers
and other representatives of the Company, at which the
contents of the Shelf Registration Statement and the
Prospectus were discussed and, although I am not expressing
an opinion upon and do not assume responsibility for the
accuracy, completeness or fairness of the statements
contained in the Shelf Registration Statement or the
Prospectus, on the basis of the foregoing, nothing has come
to my attention that has caused me to believe that the
Shelf Registration Statement (including the Incorporated
Documents at the time the Shelf Registration Statement
became effective, contained an untrue statement of a
material fact or omitted to state a material fact required
to be stated therein or necessary to make the statements
therein not misleading, or that the Prospectus, as of its
date and as of the date hereof, or any amendment or
supplement to the Prospectus filed as of the date hereof,
as of its date and as of the date hereof, contained an
untrue statement of a material fact or omitted to state a
material fact necessary in order to make the statements
made, in the light of the circumstances under which they
were made, not misleading.
To the extent that my opinions expressed above
relate to the due qualification and good standing as a
foreign corporation of any of the Company or its
subsidiaries in any jurisdiction other than the States of
Texas, Oklahoma, and Delaware, I have relied solely on
certificates of the relevant public officials in those
jurisdictions. With respect to my opinion set forth above
about the due incorporation, valid existence in good
standing, corporate power and authority and status of
issued stock with respect to Reading & Bates Coal Co., I
have relied exclusively on certificates of public
authorities in the State of Nevada, corporate documents
relating to the formation and maintenance of that
Subsidiary prepared by counsel in that jurisdiction, and
practices and procedures that I have customarily followed
(and believe to be proper) in acting as General Counsel to
that Subsidiary.
I am qualified to practice law in the State of
Texas and the State of Oklahoma, and I do not express any
opinion herein concerning any laws other than (i) the laws
of the State of Texas, the laws of the State of Oklahoma,
the corporate laws of the State of Delaware and the federal
laws of the United States of America, and (ii) to the
limited extent described above, (A) the laws of the State
of Nevada and (B) the laws of the jurisdictions other than
the States of Texas, Oklahoma and Delaware covered by my
opinions expressed above relating to due qualification and
good standing.
I am delivering this opinion to you pursuant to
Section 4(j) of the Agreement, and no person other than you
is entitled to rely on this opinion.
Very truly yours,
<PAGE>
SCHEDULE I
[INSERT NAMES OF PURCHASERS]
SCHEDULE II
Juridsdiction of
Subsidiary Name Incorporation
--------------- ----------------
1. Reading & Bates Drilling Co. Oklahoma
2. Reading & Bates Exploration Co. Oklahoma
3. Reading and Bates Borneo Drilling Co., Ltd. Oklahoma
4. Reading and Bates, Inc. Oklahoma
5. Reading & Bates Petroleum Co. Texas
6. Reading & Bates Coal Co. Nevada
7. HRB Rig Corporation Oklahoma
8. Reading & Bates Management Services Inc. Delaware
<PAGE>
EXHIBIT C
READING & BATES CORPORATION
Officers' Certificate
Reference is made to Section 4(J) of the Common
Stock Issuance Agreement dated as of [August __], 1994, as
amended (the "Agreement"), among Reading & Bates
Corporation, a Delaware corporation (the "Company") and the
Purchasers referred to therein. Capitalized terms used
herein and not defined herein have the meanings ascribed to
such terms in the Agreement. Pursuant to such Section
4(j), the undersigned hereby certifies that he is the Vice
President and Chief Financial Officer of the Company, that
he has carefully examined and reviewed the Registration
Statement and the related prospectus referred to below, the
matters herein set forth and the Agreement with appropriate
officers and employees of the Company, and further
certifies to the best of his knowledge on behalf of the
Company that:
1. The Company has filed with the Commission a
Registration Statement (Regis. No. 33-_____)(the "Shelf
Registration Statement"), including a related preliminary
prospectus, for the registration under the Securities Act
of [________] Shares. The Shelf Registration Statement was
declared effective by the Commission on [_________], 1994.
The Company has also filed with the Commission after
effectiveness of the Shelf Registration Statement a final
prospectus in accordance with Rule 424(b) under the
Securities Act. The term "Shelf Registration Statement" as
used herein means the Shelf Registration Statement
(including all financial schedules and exhibits), as
amended at the time it became effective under the
Securities Act. The term "Prospectus" as used herein means
the prospectus in the form included in the Shelf
Registration Statement. Any reference herein to the Shelf
Registration Statement or the Prospectus shall be deemed to
refer to and include the documents incorporated by
reference therein pursuant to Item 12 of Form S-3 under the
Act, as of the date of the Shelf Registration Statement or
the Prospectus, as the case may be, and any reference to
any amendment or supplement to the Shelf Registration
Statement or the Prospectus shall be deemed to refer to and
include any documents filed after such date under the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), which, upon filing, are incorporated by reference
therein, as required by paragraph (b) of Item 12 of Form
S-3.
2. At the time of filing, the preliminary prospectus filed
with the Commission as part of the Shelf Registration
Statement did not contain any untrue statement of a
material fact or omit to state any material fact required
to be stated therein or necessary in order to make the
statements therein, in light of the circumstances under
which they were made, not misleading; provided, that the
Company makes no representations or warranties as to the
information contained in or omitted from such preliminary
prospectus in reliance upon and in conformity with the
information furnished in writing to the Company by or on
behalf of any holder of Shares specifically for use in
connection with the preparation of such preliminary
prospectus, other than that the Company has no knowledge of
any such untrue statement or omission in respect of such
information.
3. On the Effective Date, the Shelf Registration Statement
and the Prospectus did not include any untrue statement of
a material fact or omit to state a material fact required
to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading. Since the initial
filing of the Shelf Registration Statement, no event has
occurred which should have been set forth in an amendment
or supplement to the Prospectus but which has not been so
set forth. Since the respective dates as of which
information is given in the Shelf Registration Statement
and the Prospectus, as amended or supplemented, there has
not been any material adverse change in the condition,
financial or other, or earnings of the Company, whether or
not arising from transactions in the ordinary course of
business. The Company has no material contingent
obligations which are required to be disclosed in the Shelf
Registration Statement or the Prospectus and are not
disclosed therein. No stop order suspending the
effectiveness of the Shelf Registration Statement is in
effect and no proceedings for the issuance of such an order
have been taken or to the knowledge of the Company are
contemplated by the Commission. There are no material
legal proceedings to which the Company is a party or of
which property of the Company is the subject which are
required to be disclosed in the Shelf Registration
Statement or the Prospectus and are not disclosed therein.
There are no material contracts to which the Company is a
party which are required to be disclosed in the Shelf
Registration Statement or the Prospectus and are not
disclosed therein. Notwithstanding any of the
representations and warranties set forth herein, the
Company makes no representations or warranties as to the
information contained in or omitted from the Shelf
Registration Statement or the Prospectus (or any amendment
or supplement thereto) in reliance upon and in conformity
with information furnished to the Company by or on behalf
of any holder of Shares specifically for use in connection
with preparation of the Shelf Registration Statement or the
Prospectus (or any amendment or supplement thereto), other
than that the Company has no knowledge of any such untrue
statement or omission in respect of such information.
4. The public accountants who certified the Company's
financial statements incorporated by reference in the Shelf
Registration Statement are independent public accountants
within the meaning of the Securities Act and the applicable
published rules and regulations thereunder. The historical
financial statements, together with the related schedules
and notes, forming part of the Shelf Registration Statement
and the Prospectus comply in all material respects with the
requirements of, and have been prepared, and fairly present
the financial condition, results of operations and changes
in financial condition, respectively, of the Company and
its consolidated subsidiaries at the respective dates and
for the respective periods indicated, in accordance with
generally accepted accounting principles consistently
applied throughout such periods (except as specified
therein). The historical financial data set forth in the
Prospectus are derived from the accounting records of the
Company and its subsidiaries, and are a fair presentation
of the data purported to be shown. The pro forma financial
statements (if any), together with the related notes,
forming part of the Shelf Registration Statement and the
Prospectus comply in all material respects with the
requirements of the Securities Act and the rules and
regulations thereunder.
5. Except as set forth in the Prospectus, each of the
Company and its subsidiaries (the "Subsidiaries") has been
duly incorporated and is validly existing as a corporation
in good standing under the laws of the jurisdiction in
which it is chartered or organized, with full corporate
power and authority to own its properties and conduct its
business as described in the Prospectus, and is duly
qualified to do business as a foreign corporation and is in
good standing under the laws of each jurisdiction which
requires such qualification, in each case where the failure
to be so qualified might materially affect the condition
(financial or other), earnings, prospects, business or
properties of the Company and the Subsidiaries, taken as a
whole.
6. Except as set forth in the Prospectus, all the
outstanding shares of capital stock of each Subsidiary have
been duly and validly authorized and issued and are fully
paid and nonassessable, and all outstanding shares of
capital stock of the Subsidiaries are owned by the Company
either directly or through Subsidiaries free and clear of
all liens, in each case where the failure so to own the
capital stock of a Subsidiary might materially affect the
condition (financial or other), earnings, prospects,
business or properties of the Company and the Subsidiaries
taken as a whole.
7. Except as set forth in the Prospectus, neither the
Company nor any of the Subsidiaries is in violation of any
term or provision of any charter, by-law, franchise,
license, permit, judgment, decree or order or any
applicable statute, rule or regulation, which violation is
material to the condition (financial or other), earnings,
prospects, business or properties of the Company and the
Subsidiaries, taken as a whole.
8. Except as set forth in the Prospectus, no default
exists and no event has occurred which with notice, lapse
of time or both, would constitute a default, in the due
performance and observance of any term, covenant or
condition of any agreement to which the Company or any of
the Subsidiaries is a party or by which it or any of them
is bound, which default is or would be material to the
condition (financial or other), earnings, prospects,
business or properties of the Company and the Subsidiaries,
taken as a whole.
9. Except as set forth in the Prospectus, the Company and
the Subsidiaries have all requisite corporate power and
authority and have received and are operating in compliance
in all material respects with all governmental or
regulatory or other franchises, grants, authorizations,
approvals, licenses, permits, easements, consents,
certificates and orders necessary to own their respective
properties and conduct their respective businesses as
currently owned and conducted and as proposed to be
conducted, except where the failure would not materially
affect the condition (financial or other), earnings,
prospects, business or properties of the Company and the
Subsidiaries, taken as a whole.
10. Except as set forth in the Prospectus, since the date
of the most recent financial statements incorporated by
reference in the Prospectus, there has been no material
adverse change in the condition (financial or other),
earnings, prospects, business or properties of the Company
and the Subsidiaries, taken as a whole, whether or not
arising from transactions in the ordinary course of
business.
11. Except as set forth in the Prospectus, there is no
pending or, to the best knowledge of the Company,
threatened action, suit, or judicial, arbitral, rule-making
or other administrative or other proceeding before any
court or governmental agency, authority or body or any
arbitrator involving the Company or any of the Subsidiaries
which might materially affect the condition (financial or
other), earnings, prospects, business or properties of the
Company and its Subsidiaries, taken as a whole, or which
otherwise is of a character required to be disclosed in the
Prospectus. There is no franchise, contract or other
document of a character required to be described in the
Shelf Registration Statement or the Prospectus, or to be
filed as an exhibit, which is not adequately described or
filed as required. Such franchises, contracts and other
documents that are described in the Prospectus conform in
all material respects to the descriptions thereof contained
in the Prospectus.
12. Except as set forth in the Prospectus, there is no
pending or, to the best knowledge of the Company,
threatened action, suit or judicial, arbitral, rule-making
or other administrative or other proceeding against the
Company which questions the validity of the Agreement or
any action taken or to be taken pursuant to or in
connection with the Agreement.
13. The Company's authorized equity capitalization is as
set forth in the Prospectus. The capital stock of the
Company conforms to the description thereof contained in
the Prospectus. All of the issued and outstanding shares
of capital stock of the Company have been duly and validly
authorized and issued and are fully paid and nonassessable.
14. Neither the offer and sale of the Common Shares to be
sold pursuant to the Shelf Registration Statement, nor the
performance by the Company of its obligations under the
Agreement, will conflict with, result in a breach of, or
constitute a default under, the charter or by-laws of the
Company or any of the Subsidiaries or the terms of any
indenture or other agreement or instrument to which the
Company or any of the Subsidiaries is a party or by which
it or any of them is bound, or any statute applicable to
the Company or any of the Subsidiaries or any order,
decree, rule or regulation applicable to the Company or any
of the Subsidiaries of any court, regulatory body,
administrative agency, governmental body or arbitrator.
15. Except as set forth in the Prospectus, no holders of
any securities of the Company have any rights to the
registration of such securities under any registration
statement except the Holders.
16. The Company has complied in all material respects with
all its agreements contained in the Agreement with respect
to the Shelf Registration Statement.
IN WITNESS WHEREOF, the undersigned has executed
this Certificate as of the [__] day of [_________], 1994.
_________________________
Tim W. Nagle
Vice President and
Chief Financial Officer
EXHIBIT 5
October 14, 1994
Reading & Bates Corporation
901 Threadneedle, Suite 200
Houston, TX 7707
Ladies and Gentlemen:
Reading & Bates Corporation, a Delaware corporation (the
"Company"), has prepared and filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, a registration
statement on Form S-3 (the "Registration Statement") in connection with
the proposed offering and sale from time to time of up to 4,230,235
shares (the "Shares") of the Company's common stock, par value $.05 per
share (the "Common Stock") by certain selling stockholders to be named
in the Registration Statement.
I am Senior Vice President, Secretary and General Counsel to the
Company and have acted for the Company in connection with the proposed
offering referred to above. In connection with the opinion rendered
below, I have examined originals or copies certified or otherwise
identified to my satisfaction of all such records of the Company,
agreements and other instruments, certificates of public officials,
certificates of officers and representatives of the Company and such
other documents as I have deemed necessary as a basis for the opinion
expressed below. In my examination I have assumed the authenticity of
all documents submitted to me as originals, the conformity to the
original documents of all documents submitted to me as copies, the
genuineness of all signatures on documents reviewed by me and the legal
capacity of natural persons.
Based on the foregoing, and having regard to legal considerations
I deem relevant, I am of the opinion that the Shares constitute legally
issued, fully paid and non-assessable shares of the Company's Common
Stock.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the caption
"Legal Opinions" in the Prospectus included in the Registration
Statement.
Very truly yours,
/s/Wayne K. Hillin
Wayne K. Hillin, Esq.
Senior Vice President,
General Counsel and
Secretary
EXHIBIT 15
Reading & Bates Corporation:
We are aware that Reading & Bates Corporation has
incorporated by reference in this Registration Statement its
Form 10-Q for the quarters ended March 31, 1994 and June 30,
1994, which includes our report dated April 20, 1994
covering the unaudited interim financial information for the
quarter ended March 31, 1994 and our report dated July 19,
1994 covering the unaudited interim financial information
for the quarter ended June 30, 1994, respectively contained
therein. Pursuant to Regulation C of the Securities Act of
1933, those reports are not considered a part of the
Registration Statement prepared or certified by our Firm or
reports prepared or certified by our Firm within the meaning
of Sections 7 and 11 of the Act.
ARTHUR ANDERSEN LLP
Houston, Texas
October 12, 1994
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report
dated February 14, 1994 included in Reading & Bates Corporation's Form
10-K for the year ended December 31, 1993 and to all references to our
Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
October 12, 1994
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the use of and to the incorporation by
reference of our report dated March 25, 1992 in this
Registration Statement on Form S-3 on our audit of the
financial statements of Reading & Bates Corporation and
Subsidiaries as of December 31, 1991 and for the year then
ended. We also consent to the reference to our firm under
the caption "Experts".
COOPERS & LYBRAND L.L.P.
Houston, Texas
October 12, 1994
