UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 3
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to ___________.
Commission File No. 1-5587
READING & BATES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 73-0642271
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 Threadneedle, Suite 200, Houston, TX 77079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 713-496-5000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
Common Stock, $.05 par value New York Stock Exchange
Pacific Stock Exchange
$1.625 Convertible Preferred Stock, $1.00 par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No___
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NONAFFILIATES ON FEBRUARY 28, 1994 - $160,635,000
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING
ON FEBRUARY 28, 1994 - 55,488,588
NUMBER OF SHARES OF NON-VOTING CONVERTIBLE CLASS B COMMON STOCK
OUTSTANDING ON FEBRUARY 28, 1994 - NONE
DOCUMENTS INCORPORATED BY REFERENCE
1) Proxy Statement for Annual Meeting of Stockholders to be
held on May 10, 1994 - Part III
PART III
Item 12. Security Ownership of Certain Beneficial Owners and
Management.
PRINCIPAL STOCKHOLDERS AND MANAGEMENT OWNERSHIP
Principal Stockholders
The table below sets forth certain information as of April
8, 1994 to those persons known to the Company to be beneficial
owners (as determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
of more than 5% of the outstanding Common Stock. The percentage
ownership figures set forth in the table are calculated on the
basis of the number of shares of Common Stock outstanding as of
April 8, 1994. Unless otherwise indicated, the entities named
are believed to have sole voting and investment power with
respect to the shares listed.
Class A Stock
Substantially all of the original shares of the Company's
Class A Stock have been converted by the holders thereof at their
option into Common Stock in accordance with the terms of the
Class A Stock. All cumulative dividends payable on the Class A
Stock have been declared and paid by the Company through the
first quarter of 1994. On April 8, 1994, there remained
outstanding 60 shares of Class A Stock convertible in the
aggregate into 81 shares of Common Stock. The record holders of
the Class A Stock are James K. Boak and Robert J. Richmond,
holding 50 and 10 shares, respectively.
Preferred Stock
There are currently outstanding 2,990,000 shares of $1.625
Convertible Preferred Stock, par value $1.00 per share (the
"Preferred Stock"), issued in a public offering in July 1993.
The Preferred Stock is convertible at the option of the holder at
any time into shares of the Company's Common Stock at a
conversion rate of 2.899 shares of Common Stock for each share of
Preferred Stock (equivalent to a conversion price of $8.625 per
share of Common Stock), subject to adjustment in certain events.
Annual dividends are $1.625 per share and are cumulative and are
payable quarterly commencing September 30, 1993. All cumulative
dividends payable on the Preferred Stock have been declared and
paid by the Company through the first quarter of 1994. The
Preferred Stock is redeemable at any time on and after September
30, 1996, at the option of the Company, in whole or in part, at a
redemption price of $26.1375 per share, and thereafter at prices
decreasing ratably annually to $25.00 per share on and after
September 30, 2003, plus accrued and unpaid dividends. The
holders of the Preferred Stock do not have any voting rights,
except as required by applicable law, and except that, among
other things, whenever accrued and unpaid dividends on the
Preferred Stock are equal to or exceed the equivalent of six
quarterly dividends payable on the Preferred Stock, the holders
of the Preferred Stock will be entitled to elect two directors to
the Board until the dividend arrearage has been paid in full.
The term of office of all directors so elected will terminate
immediately upon such payment. The Preferred Stock has a
liquidation preference of $25.00 per share, plus accrued and
unpaid dividends.
<TABLE>
Common Stock
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Owner Percent of Class
------------------------------------ -------------------- ----------------
<S> <C> <C>
BCL Investment Partners, L.P., 19,911,567<F1> 35.9%
3 Riverway, Suite 2010, Houston,
Texas 77056; Life Line Investments
Ltd., 80 Broad Street, Monrovia,
Liberia; Dedicated Holdings Ltd.,
80 Broad Street, Monrovia, Liberia;
Financial Investments Ltd., 80 Broad
Street, Monrovia, Liberia; Greenwing
Investments, Inc., 3 Riverway, Suite
2010, Houston, Texas 77056; N&M
Holdings N.V., Kaya Flamboyan 9, P.O.
Box 3895, Willemstad, Curacao,
Netherlands Antilles; Workships
Intermediaries N.V., Anthony Veder
Building, Erieweg, Willemstad
Curacao, Netherlands Antilles;
RBY, Ltd., 222 Delaware Avenue,
Wilmington, Delaware 19801;
Mr. Paul B. Loyd, Jr., 3
Riverway, Suite 2010, Houston,
Texas 77056; Dr. Willem Cordia,
Kasteel Withof, Bredabaan 906,
B-2930 Brasschaat, Belgium; and
Dr. Macko Laqueur, Keizersgracht
565-567, 1017 DR Amsterdam, The
Netherlands
R&B Investment Partnership, L.P., 3,923,390<F2> 7.1%
R&B Investment Partnership II,
L.P. and Whitman Heffernan &
Rhein Workout Fund, L.P. by WHR
Management Company, L.P., as
general partner, 2 Park Place,
Bronxville, New York 10708; and
C. Kirk Rhein, Jr., Martin J.
Whitman, and James P. Heffernan,
c/o Whitman Heffernan Rhein &
Co., Inc., 767 Third Avenue, New
York, New York 10017
FMR Corp., 82 Devonshire Street, 5,919,456<F3> 10.7%
Boston, Massachusetts 02109;
Edward C. Johnson 3d, 82
Devonshire Street, Boston,
Massachusetts 02109; Fidelity
Management & Research Company,
82 Devonshire Street, Boston,
Massachusetts 02109 and Fidelity
Management Trust Company, 82
Devonshire Street, Boston,
Massachusetts 02109
_______________________________
<FN>
<F1> Based upon information contained in a Schedule 13D, as
amended as of May 5, 1993, filed by BCL Investment
Partnership, L.P. ("BCL") and the other reporting persons
named therein and listed above, and upon certain other
information available to the Company. As of April 8, 1994,
BCL, a limited partnership, is the beneficial owner of
19,911,567 shares of Common Stock, including 36,250 shares
held directly, 18,782,070 shares distributed by BCL to its
partners (of which 300,000 were subsequently sold) and
1,393,247 shares held by N&M Holding, N.V., a Netherlands
Antilles corporation and an indirect, wholly-owned subsidiary
of ING Bank ("N&M"), as further described below. 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 limited partnership ("RBY") (see footnote <F3> to
the table under "Management Ownership" below). As of April
8, 1994, the 18,782,070 shares distributed by BCL (other than
the 300,000 shares which were subsequently sold) are
held as follows: 2,099,180 shares are held by DHL,
1,464,544 shares are held by FIL, 73,227 shares are
held by Forreal Ltd . ("Forreal"), 1,327,271 shares
are held by Greenwing, 1,610,999 shares are held
by Incomare Holdings, Inc. ("Incomare"), 3,758,996
shares are held by LLI, 5,054,607 shares are held by N&M,
2,509,359 shares are held by RBY, 146,454 shares are held by
Torarica N.V. ("Torarica"), and 1,830,680 shares are held by
Workships Intermediaries, N.V. ("Workships"). 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 stockholder 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, president and chief
executive officer, through his control of Greenwing. In
addition, the Schedule 13D indicates that BCL is party to an
agreement with N&M pursuant to which (i) N&M has agreed that
if N&M receives and wishes 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. 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 will
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 has agreed that if BCL receives and accepts
an offer from a third party to buy any portion of the Common
Stock owned by BCL, N&M will 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 bears 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 has agreed
that if N&M sells to a third party any portion of the
Subject Shares, N&M will pay BCL a specified profit share
percentage depending upon the per share price of the Common
Stock on the day such sale is completed and (iv) N&M has
agreed to vote the Subject Shares in accordance with the
instructions of BCL, unless such instructions are against
N&M's manifest interest. 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, which holds an indirect 10% interest in DHL, and
Workships and Greenwing have each entered into agreements
pledging all of their respective holdings of Common Stock to
ING Bank. DnB has filed a Schedule 13D dated July 30, 1993
and an amendment thereto dated October 8, 1993, 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 7,322,720 shares of Common Stock, 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.
<F2> Based upon information contained in a Schedule 13D, as
amended as of February 11, 1994, as filed by WHR Management
Company, L.P. ("WHR"), as general partner of R&B Investment
Partnership, L.P. ("RBIP I"), R&B Investment Partnership II,
L.P. ("RBIP II") and Whitman Heffernan & Rhein Workout Fund,
L.P. ("Workout") 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. Each of Messrs. Whitman, Heffernan and Rhein disclaims
beneficial ownership of the Common Stock held by RBIP I, RBIP
II and Workout. As of April 8, 1994 WHR, RBIP I, RBIP II and
Workout directly own 127,211 shares, 178,668 shares, 130,215
shares and 3,487,296 shares of Common Stock, respectively.
According to the Schedule 13D, as amended, RBIP I and RBIP
II distributed 7,698,657 shares of Common Stock on February
9, 1994 to their respective limited partners. In addition,
WHR retained certain shares of Common Stock to satisfy
obligations of certain limited partners to WHR in its
capacity as general partner of such partnerships. According
to the Schedule 13D, as amended, WHR is required to dispose
of such retained shares of Common Stock by June 30, 1994 and
June 30, 1995. Pursuant to an agreement between the Company
and RBIP I, 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
(the "1992 Plan")) are payable to WHR. Such restricted
stock award shares are included in the table above, and Mr.
Rhein disclaims beneficial ownership of such shares. See
footnotes <F2> and <F10> to the table under "Management
Ownership" below.
<F3> Based upon information contained in a Schedule 13G, as
amended as of February 11, 1994, filed by FMR Corp. FMR
Corp., a Massachusetts corporation, is the beneficial owner
of 5,919,456 shares of Common Stock. Fidelity Management &
Research Company ("Fidelity"), a wholly-owned subsidiary of
FMR Corp. and an investment adviser registered under the
Investment Advisers Act of 1940, is the beneficial owner of
5,803,536 shares of the Common Stock as a result of acting
as investment adviser to several investment companies (the
"Funds") registered under the Investment Company Act of
1940. The number of shares of Common Stock set forth in the
table includes shares of Common Stock beneficially owned in
the form of 63,300 shares of Preferred Stock. One of the
Funds, Fidelity Magellan Fund, beneficially owns 5,553,293
shares of Common Stock. The Chairman of FMR Corp., Edward
C. Johnson 3d, FMR Corp., through its control of Fidelity,
and the Funds have power to dispose of 5,803,536 shares of
Common Stock listed in the table. Neither FMR Corp. nor
Mr. Johnson has the sole power to vote or direct the voting
of the shares owned directly by the Funds, which power
resides with the Funds' respective Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, a wholly-owned subsidiary
of FMR Corp. and a bank as defined in Section 3(a)(6) of the
Exchange Act, is the beneficial owner of 115,920 shares of
the Common Stock listed in the table as a result of its
serving as investment manager of several institutional
accounts. The number of shares of Common Stock owned by
such institutional accounts set forth in the table includes
shares of Common Stock beneficially owned in the form of
40,000 shares of Preferred Stock. FMR Corp., through its
control of Fidelity Management Trust Company, has sole
dispositive power over 115,920 shares of Common Stock listed
in the table and sole power to vote or to direct the voting
of 68,393 of such shares, and no power to vote or to direct
the voting of 47,527 of such shares. Mr. Johnson owns 34.0%
of the outstanding voting common stock of FMR Corp. Various
Johnson family members and trusts for the benefit of Johnson
family members own FMR Corp. voting common stock. These
Johnson family members, through their ownership of such
common stock, form a controlling group with respect to FMR
Corp.
</TABLE>
Management Ownership
The following table indicates the total number of shares of
Common Stock and Preferred Stock beneficially owned as of April
8, 1994 by each continuing director, director nominee and Named
Executive (as hereinafter defined), and by directors and
executive officers as a group. Unless otherwise indicated, all
shares are owned directly and the owner has sole voting and
investment power with respect thereto.
<TABLE>
Common Stock and Preferred Stock
<CAPTION>
Individual or Shares of Percent of Shares of Percent of
Number of Common Common Preferred Preferred
Persons in Stock Owned Stock Owned Stock Owned Stock Owned
Group Beneficially Beneficially Beneficially Beneficially
- - -------------- ------------------- ------------ ------------ ------------
<C> <C> <C> <C> <C>
J.T. Angel<F1> 80,546 <F2> *
A.L. Chavkin <F3>
W. Cordia 18,518,320 <F4> 33.4%
C.A. Donabedian 5,760 <F5> *
T. Kalborg 2,126,795 <F6> 3.8%
P.B. Loyd, Jr. 18,626,770 <F2><F7> 33.6% 900<F8> *
J.W. McLean 7,400 <F5><F9> *
C.K. Rhein, Jr. 3,929,190 <F2><F10> 7.1%
R.L. Sandmeyer 5,020 <F5> *
S.A. Webster 14,000 <F5><F9> * 1,000<F8> *
L.E. Voss, Jr. 71,557 <F11><F12> * 1,000<F8> *
W.K. Hillin 74,521 <F9><F11><F12> *
T.W. Nagle 65,123 <F11><F12> * 4,000<F8> *
Directors and
Executive Officers
as a group
(including those
listed above -
15 persons) 25,007,101 <F12> 45.1% 7,900<F8> *
_____________
* Less than 1 percent.
<FN>
<F1> In October 1993, Mr. J.T. Angel resigned from his positions
as President and Chief Operating Officer, and member of the
Board of Directors, in order to pursue other business
interests.
<F2> The Company has granted Restricted Stock Awards under the
1992 Plan to each of Messrs. Angel, Loyd and Rhein, of
90,000 shares, 120,000 shares and 90,000 shares of Common
Stock, respectively. Such shares awarded are restricted as
to transfer until vested pursuant to a schedule whereby
1/24th of the total number of shares is vested per calendar
quarter through March 31, 1998 (subject to certain
conditions including the occurrence of a change of control
of the Company and/or continued employment). The shares
listed for Mr. Angel include such 90,000 shares and for Mr.
Loyd include such 120,000 shares, net of 18,555 shares and
11,550 shares, respectively, that Messrs. Angel and Loyd
surrendered to the Company to satisfy certain tax
withholding obligations. Following Mr. Angel's resignation
in October 1993, the Company delivered to Mr. Angel, free
of restrictions, his shares of restricted stock under the
1992 Plan. As stated in footnote <F2> to the table under
"Principal Stockholders" above, pursuant to an agreement
between the Company and RBIP I, such 90,000 shares awarded
to Mr. Rhein included in the above table are payable to and
beneficially owned by WHR, and Mr. Rhein disclaims
beneficial ownership of such shares.
<F3> Chemical Investment, Inc., of which Mr. Chavkin is
President, holds a limited partnership interest in BCL
through RBY. No beneficial ownership amount is included in
the table for Mr. Chavkin with respect to BCL's or RBY's
ownership of the Common Stock and beneficial ownership is
disclaimed by Mr. Chavkin. See footnote <F1> to the table
under "Principal Stockholders."
<F4> The shares listed for Dr. Cordia are those reported as
beneficially owned by Dr. Cordia in the Schedule 13D
referred to in footnote <F1> to the table under "Principal
Stockholders" above and do not include 1,393,247 additional
shares held by N&M. Dr. Cordia is one of the reporting
persons named in that Schedule 13D, and may be deemed to
share, with the other reporting persons described therein,
voting and dispositive power with respect to the shares
beneficially owned by BCL.
<F5> The number set forth in the table includes options to
purchase 5,000 shares of Common Stock at a price of $8.50
per share held by each of Mr. Donabedian, Mr. McLean, Mr.
Sandmeyer and Mr. Webster.
<F6> As a result of a distribution from RBIP I in February 1994
Melton Shipping Ltd. and International Shipping Investment
Company Ltd., entities in which Mr. Kalborg and other
parties have interests, acquired 1,197,255 and 929,540
shares of Common Stock, respectively. In both instances,
Mr. Kalborg does not have sole power to dispose of the
shares nor to direct the voting of the shares. See
footnote <F2> to the table under "Principal Stockholders."
<F7> The shares of Common Stock listed for Mr. Loyd include
those reported as beneficially owned by Mr. Loyd in the
Schedule 13D referred to in footnote <F1> to the table under
"Principal Stockholders" above and do not include 1,393,247
additional shares held by N&M. Mr. Loyd controls
Greenwing, one of the five general partners of BCL, and may
be deemed to share, with the other general partners, voting
and dispositive power with respect to the shares
beneficially owned by BCL.
<F8> Each share of Preferred Stock is currently convertible into
2.899 shares of Common Stock. The shares of Common Stock
listed in the table do not include shares of Common Stock
beneficially owned in the form of Preferred Stock. Mr.
Loyd disclaims beneficial ownership of 200 of the 900
shares of Preferred Stock owned directly by his son and
daughter.
<F9> The shares listed for Mr. McLean and Mr. Webster include
1,200 and 4,000 shares, respectively, directly owned by
their spouses. The shares listed for Mr. Hillin include 44
shares directly owned by his spouse and 16 shares directly
owned by his son and daughter. Mr. Hillin disclaims
beneficial ownership of such 16 shares.
<F10> The shares listed for Mr. Rhein include those reported as
beneficially owned by RBIP I, RBIP II, Workout, WHR and the
other persons named in footnote <F2> to the table under
"Principal Stockholders". Mr. Rhein is one of three
general partners of WHR, the general partner of RBIP I,
RBIP II and Workout, and may be deemed to share voting and
dispositive power with respect to the shares beneficially
owned by WHR, RBIP I, RBIP II and Workout, although
beneficial ownership is disclaimed. See footnote <F2> to
the table under "Principal Stockholders". The shares
listed for Mr. Rhein also include 5,800 shares of Common
Stock owned by a trust for the benefit of Mr. Rhein's
children. Mr. Rhein disclaims beneficial ownership of such
5,800 shares.
<F11> The shares listed for Mr. Voss, Mr. Hillin and Mr. Nagle
include approximately 1,164 shares, 2,315 shares and 282
shares, respectively, held by a trustee under the Company's
savings plan.
<F12> The Company has granted options to purchase Common Stock to
certain key employees pursuant to its 1990 Stock
Option Plan. The shares listed for Mr. Voss, Mr.
Hillin and Mr. Nagle each include 64,000 shares, the
beneficial ownership of which each such officer has the
right to acquire pursuant to currently exercisable options
granted under such plan. The shares listed for Directors
and Executive Officers as a group include a total of
296,000 shares, the beneficial ownership of which such
directors and officers as a group have the right to acquire
pursuant to currently exercisable options granted under
such plan.
</TABLE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed by the undersigned, thereunto duly
authorized on June 8, 1994.
READING & BATES CORPORATION
By /s/W. K. Hillin
-------------------
W. K. Hillin
Senior Vice President,
General Counsel and Secretary
