SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: May 12, 1994
READING & BATES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5587 73-0642271
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
901 Threadneedle, Suite 200, Houston, TX 77079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 496-5000
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99 - Supplement No. 2 to Prospectus Dated
October 20, 1993
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf of the undersigned thereunto duly authorized.
READING & BATES CORPORATION
By /s/T. W. Nagle
---------------------
T. W. Nagle
Vice President & Chief
Financial Officer
Dated: May 12, 1994
EXHIBIT 99
Rule 424(b)(3)
33-50565
SUPPLEMENT NUMBER 2 TO PROSPECTUS DATED OCTOBER 20, 1993
READING & BATES CORPORATION
31,533,614 Shares
Common Stock
The Prospectus dated October 20, 1993 is hereby supplemented by
the addition of the following information under the caption "SELLING
STOCKHOLDERS" therein.
SELLING STOCKHOLDERS
Dedicated Holdings Ltd. ("DHL") has informed the Company that it has
transferred 2,099,180 Shares to Den norske Bank AS ("DnB") in satisfaction
of certain bona fide recourse indebtedness owed by DHL to DnB which was
secured by such Shares. As a result of such transfer, the Irrevocable Proxy
granted to BCL, as well as the Refusal Right granted to Serife with respect
to such Shares, have automatically terminated. As of May 12, 1994, Shares
held by DHL and DnB and registered for resale under the Registration Statement
were as follows:
<TABLE>
<CAPTION>
Percent of
Number of total shares
shares which Number of outstanding
may be of- shares bene- beneficially
Number of fered pursu- ficially owned owned upon
Selling shares benefi- ant to this if all shares completion of
Stockholder cially owned Prospectus are sold offering
- - ----------- -------------- ------------- -------------- -------------
<S> <C> <C> <C> <C>
Dedicated 0 0 0 *
Holdings Ltd.
Den norske 2,099,180 2,099,180 0 *
Bank AS
</TABLE>
___________________________
* Less than one percent
DnB has informed the Company that DnB sold all of such 2,099,180 Shares in
brokered transactions on the New York Stock Exchange on May 12, 1994.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MAY 12, 1994.
