UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1993
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ___________ to ___________.
Commission File No. 1-5587
READING & BATES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 73-0642271
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 Threadneedle, Suite 200, Houston, TX 77079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 713-496-5000
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- ---------------------
Common Stock, $.05 par value New York Stock Exchange
Pacific Stock Exchange
$1.625 Convertible Preferred Stock, $1.00 par value New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No___
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K. [ ]
AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY
NONAFFILIATES ON FEBRUARY 28, 1994 - $160,635,000
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING
ON FEBRUARY 28, 1994 - 55,488,588
NUMBER OF SHARES OF NON-VOTING CONVERTIBLE CLASS B COMMON STOCK
OUTSTANDING ON FEBRUARY 28, 1994 - NONE
DOCUMENTS INCORPORATED BY REFERENCE
1) Proxy Statement for Annual Meeting of Stockholders to be held on
May 10, 1994 - Part III
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) Financial Statements, Schedules and Exhibits
1. Financial Statements:
Reports of Independent Public Accountants
Consolidated Balance Sheet as of December 31, 1993 and 1992
Consolidated Statement of Operations for the years ended December 31,
1993, 1992 and 1991
Consolidated Statement of Cash Flows for the years ended December 31,
1993, 1992 and 1991
Consolidated Statement of Stockholders' Equity (Deficit) for the years
ended December 31, 1993, 1992 and 1991
Notes to Consolidated Financial Statements
Supplemental Consolidated Financial Information (unaudited)
2. Schedules:
Reports of Independent Public Accountants
Schedule II - Amounts Receivable from Related Parties
Schedule V - Property and Equipment
Schedule VI - Accumulated Depreciation and Amortization of
Property and Equipment
Schedule IX - Short-term Obligations
Schedule X - Supplementary Consolidated Statement of Operations
Information
All other schedules are omitted because they are not required or are not
applicable.
3. Exhibits:
Exhibit 3.1 - The Registrant's Restated Certificate of
Incorporation, as amended through October 2, 1992.
(Filed as Exhibit 3.1 to the Company's Annual
Report on Form 10-K for 1992 and incorporated
herein by reference.)
Exhibit 3.2 - The Registrant's Certificate of Designations of
$1.625 Convertible Preferred Stock ($1.00 par
value). (Filed as Exhibit (a) to Amendment No. 1
to the Registrant's Form 8-A/A dated July 22, 1993
and incorporated herein by reference.)
Exhibit 3.3 - The Registrant's Bylaws. (Filed as Exhibit 4.2 to
the Company's Registration No. 33-44237 and
incorporated herein by reference.)
Exhibit 4.1 - Indenture relating to the Registrant's 8% Senior
Subordinated Convertible Debentures due 1998
dated as of August 29, 1989, between the Registrant
and IBJ Schroder Bank & Trust Company, as
Trustee. (Filed as Exhibit 4.1 to the Company's
Annual Report on Form 10-K for 1989 and
incorporated herein by reference.)
Exhibit 4.2 - Form of the Registrant's registered 8% Senior
Subordinated Convertible Debentures due 1998.
(Filed as Exhibit 4.2 to Registration No. 33-28580
and incorporated herein by reference.)
Exhibit 4.3 - Form of the Registrant's bearer 8% Senior
Subordinated Convertible Debentures due 1998.
(Filed as Exhibit 4.3 to Registration No. 33-28580
and incorporated herein by reference.)
Exhibit 4.4 - Indenture dated as of December 1, 1980 among
Reading & Bates Energy Corporation N.V., the
Registrant, as Guarantor, and U.S. Trust Company,
as Successor Trustee, relating to the 8%
Convertible Subordinated Debentures due 1995
issued by Reading & Bates Energy Corporation N.V.,
and guaranteed by the Registrant. (Filed as
Exhibit 4.4 to Registration No. 33-28580 and
incorporated herein by reference.)
Exhibit 4.5 - Form of 8% Convertible Subordinated Debentures
due 1995 issued by Reading & Bates Energy
Corporation N.V., and guaranteed by the Registrant.
(Filed as Exhibit 4.5 to Registration No. 33-28580
and incorporated herein by reference.)
Exhibit 4.6 - Form of the Registrant's Common Stock Certificate.
(Filed as Exhibit 4.6 to Registration No. 33-51120
and incorporated herein by reference.)
Exhibit 4.7 - Form of Preferred Stock Certificate for $1.625
Convertible Preferred Stock ($1.00 par value).
(Filed as Exhibit 4.4 to Registration No.
33-65476 and incorporated herein by reference.)
Exhibit 4.8 - Registration Rights Agreement dated as of March 29,
1991 among the Registrant, Holders as referred
therein and members of Offering Committee as
referred therein. (Filed as Exhibit 4.22 to the
Company's Annual Report on Form 10-K for 1990
and incorporated herein by reference.)
Exhibit 4.9 - Amendment No. 1, dated as of September 1, 1992, to
the Registration Rights Agreement filed as Exhibit
4.7 hereto. (Filed as Exhibit 4.18 to Registration
No. 33-51120 and incorporated herein by reference.)
Exhibit 4.10 - Amendment No. 2, dated as of June 1, 1993, to the
Registration Rights Agreement. (Filed as Exhibit
4.8 to Registration No. 33-65476 and incorporated
herein by reference.)
Exhibit 4.11 - Agreement dated as of March 27, 1991 among the
Registrant, R&B Rig Investment Partners, L.P.,
R&B MODU Investment Associates, L.P., M&W
Investment Partners, L.P., and BCL Investment
Partners, L.P. (Filed as Exhibit 4.24 to the
Company's Annual Report on Form 10-K for 1990
and incorporated herein by reference.)
Exhibit 4.12 - Termination Agreement dated as of September 14,
1993 between the Registrant and BCL Investment
Partners, L.P.
Exhibit 4.13 - Agreement dated March 29, 1991 between the
Registrant and R&B Investment Partnership, L.P.
(Filed as Exhibit 4.25 to the Company's Annual
Report on Form 10-K for 1990 and incorporated
herein by reference.)
Exhibit 4.14 - Amendment No. 1 dated as of January 1, 1992
between the Registrant and R&B Investment
Partnership, L.P.
Exhibit 4.15 - Amendment No. 2 dated as of January 1, 1992
between the Registrant and R&B Investment
Partnership, L.P.
Exhibit 4.16 - Termination Agreement dated as of September 14,
1993 between the Registrant and R&B Investment
Partnership, L.P.
Exhibit 4.17 - Preferred Stock Subscription Agreement dated as of
September 3, 1991 between Registrant and the
subscribers, as amended. (Filed as Exhibit 4.12 to
Registration No. 33-51120 and incorporated herein
by reference.)
Exhibit 4.18 - Subscription Agreement dated as of September 3,
1991 between Registrant and the subscribers, as
amended. (Filed as Exhibit 4.14 to Registration
No. 33-51120 and incorporated herein by reference.)
Exhibit 4.19 - Agreement dated as of October 15, 1992 between the
Registrant and the Subscribers as defined therein.
(Filed as Exhibit 10.63 to Registration No. 33-
51120 and incorporated herein by reference.)
Exhibit 4.20 - Common Stock Issuance Agreement dated April 19,
1991 between the Company and J. W. Bates, Jr., as
amended. (Filed as Exhibit 4.15 to Registration
No. 33-51120 and incorporated herein by reference.)
Exhibit 4.21 - Common Stock Issuance Agreement dated April 15,
1991 between the Company and R. A. Tappmeyer, as
amended. (Filed as Exhibit 4.16 to Registration
No. 33-51120 and incorporated herein by reference.)
Exhibit 4.22 - Common Stock Issuance Agreement dated April 1991
between the Company and C. E. Thornton, as
amended. (Filed as Exhibit 4.17 to Registration
No. 33-51120 and incorporated herein by reference.)
Exhibit 10.1 - Amended and Restated Lease Restructuring
Agreement dated as of March 29, 1991 among the
Registrant, other obligors, the Lessors, the Lease
Lenders, the Lease Trustees, the Lease Lenders, the
Lease Trustees, the Lease Equity Participant and
the Lease Agent, all as named therein. (Filed
as Exhibit 4.26 to the Company's Annual Report on
Form 10-K for 1990 and incorporated herein by
reference.)
Exhibit 10.2 - Bareboat Charter Party Amendment No. 2 dated
March 29, 1991 between The Connecticut National
Bank, as Owner Trustee and Reading & Bates
Drilling Co., a subsidiary of the Registrant, as
Charterer. (Filed as Exhibit 4.27 to the Company's
Annual Report on Form 10-K for 1990 and
incorporated herein by reference.)
Exhibit 10.3 - Bareboat Charter Party Amendment No. 3 dated as of
March 29, 1991 between The Connecticut National
Bank, as Owner Trustee and Reading & Bates
Exploration Co., a subsidiary of the Registrant, as
Charterer. (Filed as Exhibit 4.28 to the Company's
Annual Report on Form 10-K for 1990 and
incorporated herein by reference.)
Exhibit 10.4 - Amendment No. 1 to Trust Indenture and First
Preferred Ship Mortgage dated as of March 29, 1991
between Reading & Bates Exploration Co., a
subsidiary of the Registrant, and State Street Bank
and Trust Company of Connecticut, National
Association, as Indenture Trustee. (Filed as
Exhibit 4.29 to the Company's Annual Report on
Form 10-K for 1990 and incorporated herein by
reference.)
Exhibit 10.5 - Credit Facility Agreement dated as of March 29,
1991 among the Registrant, Reading & Bates Drilling
Co., Reading & Bates Exploration Co., Reading and
Bates, Inc. and Resources Conservation Company,
subsidiaries of the Registrant, and NMB Postbank
Groep, N.V. (Filed as Exhibit 4.30 to the
Company's Annual Report on Form 10-K for 1990
and incorporated herein by reference.)
Exhibit 10.6 - Amendment No. 1, dated as of May 24, 1991, to the
Credit Facility Agreement dated as of March 29,
1991 among the Registrant, Reading & Bates
Drilling Co., Reading & Bates Exploration Co.,
Reading & Bates, Inc. and Resources Conservation
Company, subsidiaries of the Registrant, and NMB
Postbank Groep, N.V. (Filed as Exhibit 4.32 to the
Company's Annual Report on Form 10-K for 1991
and incorporated herein by reference.)
Exhibit 10.7 - Amendment No. 2, dated as of June 28, 1991, to the
Credit Facility Agreement dated as of March 29,
1991 among the Registrant, Reading & Bates Drilling
Co., Reading & Bates Exploration Co., Reading &
Bates, Inc. and Resources Conservation Company,
subsidiaries of the Registrant, and NMB Postbank
Groep, N.V. (Filed as Exhibit 4.33 to the
Company's Annual Report on Form 10-K for 1991
and incorporated herein by reference.)
Exhibit 10.8 - Amendment No. 3, dated as of August 30, 1991, to
the Credit Facility Agreement dated as of March 29,
1991 among the Registrant, Reading & Bates Drilling
Co., Reading & Bates Exploration Co., Reading &
Bates, Inc. and Resources Conservation Company,
subsidiaries of the Registrant, and NMB Postbank
Groep, N.V. (Filed as Exhibit 4.34 to the
Company's Annual Report on Form 10-K for 1991
and incorporated herein by reference.)
Exhibit 10.9 - Amendment No. 4, dated as of June 30, 1992, to the
Credit Facility Agreement dated as of March 27,
1991 among the Registrant, Reading and Bates
Drilling Co., Reading and Bates Exploration Co. and
Reading and Bates, Inc., subsidiaries of the
Registrant, and Internationale Nederlanden Bank
N.V. (formerly known as NMB Postbank Groep
N.V.). (Filed as Exhibit 10.61 to Registration No.
33-51120 and incorporated herein by reference.)
Exhibit 10.10 - Amendment No. 5, dated as of February
23, 1993, to the Credit Facility
Agreement dated as of March 27, 1991
among the Registrant, Reading and Bates
Drilling Co., Reading and Bates
Exploration Co., and Reading and Bates,
Inc., subsidiaries of the Registrant, and
Internationale Nederlanden Bank N.V.
(Filed as Exhibit 10.10 to the Company's
Annual Report on Form 10-K for 1992
and incorporated herein by reference.)
Exhibit 10.11 - Agreement dated August 18, 1993 among
the Registrant, Reading & Bates Drilling
Co., Reading & Bates Exploration Co.,
and Reading & Bates, Inc., subsidiaries
of the Registrant, and Internationale
Nederlanden Bank N.V.
Exhibit 10.12 - Pledge Agreement dated August 18, 1993
among the Registrant, Reading & Bates
Drilling Co., Reading & Bates
Exploration Co., and Reading & Bates,
Inc., subsidiaries of the Registrant, and
Internationale Nederlanden Bank N.V.
Exhibit 10.13* - Reading & Bates 1990 Stock Option
Plan. (Filed as Appendix A to the
Company's Proxy Statement dated April
26, 1993 and incorporated herein by
reference.)
Exhibit 10.14* - 1992 Long-Term Incentive Plan of
Reading & Bates Corporation. (Filed as
Exhibit B to the Registrant's Proxy
Statement dated April 27, 1992 and
incorporated herein by reference.)
Exhibit 10.15* - Director Stock Option Agreement dated
as of September 14, 1993 between the
Registrant and C. A. Donabedian.
Exhibit 10.16* - Director Stock Option Agreement dated
as of September 14, 1993 between the
Registrant and J. W. McLean.
Exhibit 10.17* - Director Stock Option Agreement dated
as of September 14, 1993 between the
Registrant and R. L. Sandmeyer.
Exhibit 10.18* - Director Stock Option Agreement dated
as of September 14, 1993 between the
Registrant and S. A. Webster.
Exhibit 10.19 - Pledge of shares of stock of Reading &
Bates Drilling Co., Reading & Bates
Exploration Co., and Reading and Bates,
Inc., to NMB Postbank Groep N.V.
and/or its affiliates or trustees acting on
behalf of any of the foregoing. (Filed as
Exhibit 10.33 to the Company's Annual
Report on Form 10-K for 1990 and
incorporated herein by reference.)
Exhibit 10.20 - Agreement dated as of August 31, 1991
among Registrant, Arcade Shipping AS
and Sonat Offshore Drilling Inc. (Filed
as Exhibit 10.40 to the Company's
Annual Report on Form 10-K for 1991
and incorporated herein by reference.)
Exhibit 10.21* - Employment Agreement dated as of
November 1, 1991 between the
Registrant and L. E. Voss, Jr. (Filed as
Exhibit 10.34 to the Company's Annual
Report on Form 10-K for 1991 and
incorporated herein by reference.)
Exhibit 10.22* - Amendment No. 1, dated as of October
1, 1993, to the Employment Agreement
dated as of November 1, 1991 between
the Registrant and L. E. Voss, Jr.
Exhibit 10.23* - Employment Agreement dated as of
November 1, 1991 between the
Registrant and T. W. Nagle. (Filed as
Exhibit 10.35 to the Company's Annual
Report on Form 10-K for 1991 and
incorporated herein by reference.)
Exhibit 10.24* - Amendment No. 1, dated as of October
1, 1993, to the Employment Agreement
dated as of November 1, 1991 between
the Registrant and T. W. Nagle.
Exhibit 10.25* - Employment Agreement dated as of
November 1, 1991 between the
Registrant and C. R. Ofner. (Filed as
Exhibit 10.36 to the Company's Annual
Report on Form 10-K for 1991 and
incorporated herein by reference.)
Exhibit 10.26* - Amendment No. 1, dated as of October
1, 1993, to the Employment Agreement
dated as of November 1, 1991 between
the Registrant and C. R. Ofner.
Exhibit 10.27* - Employment Agreement dated as of
November 1, 1991 between the
Registrant and D. L. McIntire. (Filed as
Exhibit 10.37 to the Company's Annual
Report on Form 10-K for 1991 and
incorporated herein by reference.)
Exhibit 10.28* - Amendment No. 1, dated as of October
1, 1993, to the Employment Agreement
dated as of November 1, 1991 between
the Registrant and D. L. McIntire.
Exhibit 10.29* - Employment Agreement dated as of
November 1, 1991 between the
Registrant and W. K. Hillin. (Filed as
Exhibit 10.38 to the Company's Annual
Report on Form 10-K for 1991 and
incorporated herein by reference.)
Exhibit 10.30* - Amendment No. 1, dated as of October
1, 1993, to the Employment Agreement
dated as of November 1, 1991 between
the Registrant and W. K. Hillin.
Exhibit 10.31* - Employment Agreement dated as of
January 1, 1992 between the Registrant
and Paul B. Loyd, Jr. (Filed as Exhibit
10.42 to Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.32* - Amendment No. 1, dated as of October
1, 1993, to the Employment Agreement
dated as of January 1, 1992 between the
Registrant and Paul B. Loyd, Jr.
Exhibit 10.33* - Employment Agreement dated as of
January 1, 1992 between the Registrant
and C. Kirk Rhein, Jr. (Filed as Exhibit
10.43 to Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.34* - Amendment No. 1, dated as of October
1, 1993, to the Employment Agreement
dated as of January 1, 1992 between the
Registrant and C. Kirk Rhein, Jr.
Exhibit 10.35* - Employment Agreement dated as of
January 1, 1992 between the Registrant
and J. T. Angel. (Filed as Exhibit 10.44
to Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.36* - Agreement amending Employment
Agreement dated October 7, 1993
between the Registrant and J. T. Angel.
Exhibit 10.37 - Galloway Waiver Agreement dated as of
May 31, 1991 among the Noteholders,
the Owner Trustee and the Indenture
Trustee named therein. (Filed as Exhibit
10.45 to Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.38 - Thornton Waiver Agreement dated as of
May 31, 1991 among the Noteholders,
the Owner Trustee and the Indenture
Trustee named therein. (Filed as Exhibit
10.46 to Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.39 - Galloway Rescission Agreement dated as
of June 28, 1991 among Reading & Bates
Drilling Co., the Registrant, the
Noteholders, the Owner Trustee, the
Indenture Trustee and the Owner
Participant named therein. (Filed as
Exhibit 10.47 to Registration No. 33-
51120 and incorporated herein by
reference.)
Exhibit 10.40 - Galloway Assignment Agreement dated
as of June 28, 1991 between the Holders
named therein and the NMB Postbank
Groep N.V. (Filed as Exhibit 10.48 to
Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.41 - Thornton Rescission Agreement dated as
of June 28, 1991 among Reading & Bates
Exploration Co., the Registrant, the
Noteholders, the Owner Trustee, the
Indenture Trustee and the Owner
Participant named therein. (Filed as
Exhibit 10.49 to Registration No. 33-
51120 and incorporated herein by
reference.)
Exhibit 10.42 - Thornton Assignment Agreement dated
as of June 28, 1991 between the Holders
named therein and NMB Postbank Groep
N.V. (Filed as Exhibit 10.50 to
Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.43 - Facility Agreement dated February 21,
1991 between Arcade Drilling AS, Chase
Investment Bank Limited and The Chase
Manhattan Bank, N.A. (Filed as Exhibit
10.51 to Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.44 - Hull 515 Rig Management Agreement
dated October 26, 1990 between Arcade
Drilling AS and Sonat Offshore Drilling
Inc. (Filed as Exhibit 10.52 to
Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.45 - HG Rig Management Agreement dated
October 26, 1990 between Arcade
Drilling AS and Sonat Offshore Drilling
Inc. (Filed as Exhibit 10.53 to
Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.46 - Modification Agreement dated as of May
27, 1992 between Arcade Drilling AS
and Sonat Offshore Drilling Inc. (Filed
as Exhibit 10.54 to Registration No. 33-
51120 and incorporated herein by
reference.)
Exhibit 10.47 - Credit Facility Letter dated May 12,
1992 between Arcade Shipping AS and
The Chase Manhattan Bank, N.A., as
amended on May 14, 1992. (Filed as
Exhibit 10.55 to Registration No. 33-
51120 and incorporated herein by
reference.)
Exhibit 10.48 - Letter Agreement dated May 12, 1992
between the Registrant and The Chase
Manhattan Bank, N.A. regarding
undertakings with respect to a credit
facility issued as of the same date to
Arcade Shipping AS. (Filed as Exhibit
10.56 to Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.49 - Charter Payments Agreement dated as of
September 30, 1991 among the
Registrant, Reading & Bates Drilling
Co., Reading & Bates Exploration Co.,
Reading and Bates, Inc. and NMB
Postbank Groep, N.V. (Filed as Exhibit
10.57 to Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.50 - Amendment No. 1, dated as of June 30,
1992, to Charter Payments Agreement
dated as of September 30, 1991 among
the Registrant, Reading and Bates
Drilling Co., Reading and Bates
Exploration Co., Reading and Bates, Inc.
and Internationale Nederlanden Bank
N.V. (formerly known as NMB Postbank
Groep N.V.). (Filed as Exhibit 10.36 to
the Company's Annual Report on Form
10-K for 1992 and incorporated herein by
reference.)
Exhibit 10.51 - Floating Rate Loan Facility Agreement
dated September 19, 1991 between Gade
Shipping Corporation, Skandinaviska
Enskilda Banken, London Branch and
Den norske Bank AS. (Filed as Exhibit
10.58 to Registration No. 33-51120 and
incorporated herein by reference.)
Exhibit 10.52 - Bareboat Charter dated September 4,
1991 between K/S UL Arcade and
Arcade Shipping AS (regarding
motorvessel "ARCADE FALCON").
(Filed as Exhibit 10.59 to Registration
No. 33-51120 and incorporated herein by
reference.)
Exhibit 10.53 - Bareboat Charter dated September 4,
1991 between K/S UL Arcade and
Arcade Shipping AS (regarding
motorvessel "ARCADE EAGLE").
(Filed as Exhibit 10.60 to Registration
No. 33-51120 and incorporated herein by
reference.)
Exhibit 10.54 - ISDA Interest and Currency Exchange
Agreement dated as of October 26, 1990
between the Chase Manhattan Bank,
N.A. and K/S Frontier Drilling, and
Novation Agreement with respect thereto
dated February 28, 1991. (Filed as
Exhibit 10.62 to Registration
No. 33-51120 and incorporated herein by
reference.)
Exhibit 10.55 - Letter Agreement dated March 11, 1994 between
the Registrant and DeepTech International, Inc.
Exhibit 11 - Computation of Earnings Per Common Share
Exhibit 16 - Letter re Change in Certifying Accountant (filed as
Exhibit 16.1 to the Company's Form 8-K dated
December 2, 1992 and incorporated herein by
reference).
Exhibit 21 - Schedule of Subsidiaries of the Company
Exhibit 23.1 - Consent of Arthur Andersen & Co.
Exhibit 23.2 - Consent of Coopers & Lybrand
Exhibit 99 - Annual Report on Form 11-K with respect to Reading
& Bates Savings Plan.
Instruments with respect to certain long-term obligations of the Company
are not being filed as exhibits hereto as the securities authorized thereunder
do not exceed 10% of the Company's total assets. The Company agrees to furnish
a copy of each such instrument to the Securities and Exchange Commission upon
its request.
* Management contract or compensatory plan or arrangement required
to be filed as an exhibit pursuant to the requirements of Item 14(c) of
Form 10-K.
(b) Reports on Form 8-K
During the three months ending December 31, 1993 five Current
Reports on Form 8-K were filed. A Current Report on Form 8-K
dated October 12, 1993 announcing the resignation of J.T. Angel,
dated October 21, 1993 announcing the Company's 3rd quarter 1993
earnings, dated November 5, 1993 announcing that AGIP S.p.A. did
not exercise their remaining options under a contract with the "JACK
BATES", dated November 18, 1993 announcing the mobilization of
the "M.G. HULME, JR." from the Mediterranean Sea to the Gulf of
Mexico, and dated December 9, 1993 announcing that the Company
had received a letter of intent for a drilling contract in the Gulf of
Mexico for the "M.G. HULME, JR.".
EXHIBIT 10.55
March 11, 1994
Reading & Bates Corporation
901 Threadneedle, Suite 200
Houston, Texas 77079
Attention: Paul B. Loyd, Jr.
Chairman and Chief Executive Officer
Re: Proposed Joint Venture Between DeepTech International Inc.
and Reading & Bates Corporation
Dear Mr. Loyd:
This letter expresses the intent of DeepTech International
Inc., a Delaware corporation, or its affiliate nominee
("DeepTech") and Reading & Bates Corporation, a Delaware
corporation, or its affiliate nominee ("R&B") (DeepTech and R&B
may be referred to individually as a "Party" and collectively as
the "Parties") to form a Delaware limited partnership (the
"Company") for the purpose of acquiring and operating semi-
submersible drilling units. Except as expressly provided
herein, this letter is not intended to create a binding contract
between DeepTech and R&B, since the terms set forth below are
subject to negotiation and completion of formal definitive
agreements (the "Definitive Agreements"). Subject to the terms
and conditions of the Definitive Agreements, the basic terms of
the transaction are as follows:
1. Formation of the Company. The Company will be formed
as a limited partnership under the laws of the State of
Delaware. DeepTech and R&B will each own a 50% of the general
partnership interests and the limited partnership interests of
the Company. The formation of the Company and its subsequent
operations will be governed by the Definitive Agreements, which
shall include, among others, a limited partnership agreement
(the "LPA").
2. Purpose. The Company will be formed to acquire and
operate second or third generation semi-submersible drilling
units (the "Units") to be converted for use as floating
production systems ("FPSs"). Pending conversion, the Company
may operate a Unit as a drilling rig. The Company will seek
long term leases (7 year terms or longer) for each of the Units
on terms mutually acceptable to the Parties that provide for
monthly lease payments equal to the greater of (i) an amount
necessary to amortize the cost of the Unit (including the cost
of conversion to an FPS) over 7 years plus a 12% rate of return
or (ii) a royalty or percentage of gross revenues from the
production facilitated by the Unit (the royalty or share of
gross revenues will be set to provide an estimated lease payment
that is equivalent to (i) above based on 75% of the estimated
production capacity of the Unit and current hydrocarbon prices).
DeepTech or an affiliate will have the first right to lease the
first two Units that are converted into an FPS on the terms and
conditions set forth in the preceding sentence. Further,
DeepTech, or an affiliate, will have a right of first refusal
for the use of each subsequent Unit, as a drilling rig or an
FPS, on market terms. DeepTech's right of first refusal with
respect to a Unit may be exercised by written notice to the
Company as promptly as practicable, but in no event later than
30 days after DeepTech receives written notice from Company of
an anticipated commitment being obtained for a Unit.
3. Capitalization of the Company.
(a) DeepTech will contribute to the Company the Unit
known as the "Laffit Pincay" (the "Laffit Pincay").
DeepTech will, at its own expense, complete the
refurbishment of the Laffit Pincay so that it will
substantially comply to the specifications indicated on
Attachment "A". In connection with the contribution of the
Laffit Pincay, the Company will assume a note payable to
DeepTech in the principal amount of $15 million (the
"DeepTech Note") that is secured by a first preferred ship
mortgage granted or assumed by the Company covering the
Laffit Pincay. The DeepTech Note shall provide for
amortization over a seven year period with equal payments
of principal and interest. The DeepTech Note shall bear
interest at the same rate of interest as DeepTech's Senior
Secured Notes due 2001. To the extent DeepTech shall
expend any funds to convert the Laffit Pincay to an FPS (in
addition to the refurbishment described hereinabove) prior
to the date it is contributed to the Company, such sums,
together with interest at the same rate as DeepTech's
Senior Secured Notes due 2001, shall be deemed to be a
capital contribution to the Company and the Parties shall
make such adjustments as may be necessary to equalize the
capital contribution of R&B with respect thereto.
(b) R&B will contribute to the Company a Unit (the
"R&B Unit") that is reasonably acceptable to DeepTech. It
is contemplated that the R&B Unit will be equivalent to the
Laffit Pincay and will comply with the specifications
indicated on Attachment "A". In connection therewith, the
Company will assume a note payable to R&B (the "R&B Note")
for that amount (if any) necessary to equalize the net
capital contributions to the Company by DeepTech and R&B of
the Laffit Pincay, subject to the $15 million note, and the
R&B Unit, respectively. The R&B Note will be secured by a
first preferred ship mortgage granted or assumed by the
Company covering the R&B Unit and will otherwise contain
the same terms and conditions as the DeepTech Note.
(c) The contributions provided in (a) and (b) shall
be made on the same date. Prior to making the capital
contributions required under (a) and (b) above, the Parties
will obtain commitments for project financing on market
terms mutually acceptable to the Parties to cover the costs
of completing the conversion of the Laffit Pincay and R&B
Unit to FPSs and for the working capital requirements of
the Company.
(d) To the extent the Company requires capital,
including working capital, in addition to that contemplated
by (a) through (c) above, DeepTech and R&B will contribute
equal amounts of cash to the Company as needed; provided
that except as otherwise mutually agreed by the Parties,
neither Party shall be required to make aggregate cash
capital contributions in excess of $15.0 million.
4. Management.
(a) R&B will manage the daily operations of the
Company by providing (i) administrative, accounting and
financial services to the Company and (ii) the crews and
technical expertise necessary to operate the FPSs. In
return, R&B will receive a management fee in an amount
specified in the LPA.
(b) DeepTech will manage the business development and
marketing functions of the Company. The Company will
reimburse DeepTech for all reasonable expenses incurred in
connection with such activities, including, without
limitation, all travel and entertainment expenses, reserve
evaluation and other third party costs.
(c) The major policies and decisions of the Company
will be decided by a management committee (the "Management
Committee"). DeepTech and R&B will each appoint 50% of the
members of the Management Committee in the manner
prescribed in the LPA. Matters constituting major policies
and decisions of the Company (including, without
limitation, the acquisition of additional Units after the
Laffit Pincay and the R&B Unit) will be identified in the
LPA and will require the affirmative vote of a majority of
the members of the Management Committee and/or the approval
of the Parties.
5. Allocations and Distributions. All allocations of
income, loss, and deductions of the Company shall be made in
proportion to the respective percentage ownership interests of
the Parties. Available cash flow of the Company will be
distributed to the Parties periodically as determined by the
Management Committee in accordance with the Parties' respective
percentage ownership interests.
6. Buy-Sell Arrangement. The LPA will provide for a buy-
sell arrangement whereby a Party ("Offeror") may offer to buy
all of the other Party's ("Offeree") interest in the Company
either: (a) in the event the Company has not been able to
consummate an offering of equity securities constituting a 20%
or more equity ownership in the Company within 4 years following
the date of the Definitive Agreements; or (b) in the event the
Management Committee becomes deadlocked with respect to any
material issue for a period of 90 days (provided that the
failure to approve the acquisition of a new Unit (in addition to
the two Units referred to in Section 3(a) and 3(b) shall not be
deemed to be a deadlock). Such offer shall be made by an
irrevocable written offer (the "Offer") to buy the Offeree's
entire interest in the Company, stating the cash purchase price
and detailed terms of the proposed purchase. The Offeree shall
then be obligated either to (i) sell its interest in the Company
to the Offeror in accordance with the terms of the Offer or (ii)
buy the Offeror's entire interest in the Company on the same
terms as those described in the Offer. The Offeree shall give
written notice of such election to the Offeror within a given
period of time (as specified in the LPA) after receipt of the
Offer. Failure to give such notice shall be conclusively deemed
to be an election under clause (i) above. This buy-sell
arrangement will terminate if and when the Company consummates
an offering of equity securities constituting a 20% or more
equity ownership in the Company to a person or persons other
than the Parties. Neither Party may sell its equity interest in
the Company to a third party without the prior written consent
of the other Party, which consent shall not be unreasonably
withheld.
7. AMI. Neither of the Parties will engage, either
directly or indirectly, in any transaction to provide a semi-
submersible drilling unit converted into an FPS in the area of
mutual interest of the U.S. Gulf of Mexico without first
offering such opportunity to the Company. The Parties
acknowledge that three rigs currently controlled by R&B, the
"Jack Bates", "Henry Goodrich" and the "Sonat Arcade Frontier"
are candidates for conversion to an FPS. In the event R&B
desires to offer such rigs for lease or sale as an FPS, R&B will
first offer any such rig to the Company and, if the Company
shall decline, thereafter to DeepTech, on the same terms and
conditions for sale or lease as are offered to a third party.
Except as provided in this Section 7, each Party and its
affiliates will be permitted to engage in any business activity,
including any activity that is competitive with the Company,
without offering any such opportunity to the Company or
accounting therefor to the Company or the other Party.
8. Expenses. DeepTech and R&B agree that they will each
bear and pay all costs and expenses incurred by them respecting
the negotiation and consummation of the Definitive Agreements,
including, without limitation, fees and expenses of their
respective counsel and accountants.
9. Public Disclosure. Subject to applicable law
(including state and federal securities laws) and stock exchange
requirements, neither Party shall issue any press release or
make other public statement or disclosure concerning any matter
contained herein or related hereto without the prior written
consent of the other Party, which consent shall not be
unreasonably withheld, as to the content and the manner of
presentation and publication thereof.
10. GOVERNING LAW. THIS LETTER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
TEXAS AND THE UNITED STATES OF AMERICA WITHOUT REGARD TO ANY
CHOICE OF LAW PRINCIPLES THAT MIGHT PERMIT OR REQUIRE THE
APPLICATION OF LAWS OF A DIFFERENT JURISDICTION.
11. Expiration of Agreement. The Parties shall negotiate
in good faith and use their best efforts to execute and deliver
the Definitive Agreements, including the LPA, as soon as
practicable. Notwithstanding the foregoing sentence, if the
Definitive Agreements (including the LPA) are not executed and
delivered by June 30, 1994, either Party may terminate this
letter by giving written notice thereof to the other Party;
provided, however, that the obligations of the Parties under
Sections 8, 9 and 10 shall survive such termination. The
Definitive Agreements shall provide that in the event R&B has
not acquired a Unit to satisfy the requirements of Section 3(b)
or if the Parties are unable to obtain commitments for project
financing as set out in Section 3(c) and/or long term leases for
the Units as set out in Section 2 on or before one year from the
date of execution of the Definitive Agreements, then either
Party shall have the right to withdraw from the Company and
terminate any obligations under the Definitive Agreements
without further liability to either Party.
12. The Definitive Agreements. This letter is merely an
expression of the Parties' present intentions regarding the
matters set forth above, and neither constitutes nor should be
construed as evidence of any form of offer or binding agreement,
except with respect to the matters contained in Sections 8, 9
and 10 which the Parties hereby agree to constitute their
respective binding obligations. Except with respect to Sections
8, 9 and 10, the consummation of the transactions proposed
herein shall be expressly subject to the preparation, execution
and delivery of the Definitive Agreements (including the LPA),
the form of which shall, in addition to containing provisions
outlined above, include appropriate covenants, representations
and warranties, and conditions precedent. Each Party and its
counsel shall be satisfied in all respects with the structure on
the transactions contemplated hereby and the tax consequences
thereof.
If this letter is acceptable to you, please indicate your
approval by signing both this letter and the enclosed
counterpart where indicated, and returning one fully executed
copy to the undersigned no later than March 14, 1994.
Sincerely,
DeepTech International Inc.
By: /s/Donald V. Weir
Donald V. Weir
Chief Financial Officer
Agreed and accepted this
11th day of March, 1994.
READING & BATES CORPORATION
By: /s/C. R. Ofner
Title: Vice President Business Development
ATTACHMENT "A"
GENERIC RIG SPECIFICATION
FPS CANDIDATE VESSEL
Drilling Unit
Type
Aker H-3, Sedco 700, Reineke/Penrod or Pacesetter rated for
1,500 ft. water depth and capable of drilling to 25,000 ft.
Dimensions
Sufficient deck area to accommodate drilling tubulars and
riser and provide deck area for approximately 9,000 sq. ft.
process system (with deck upgrades, if required).
Country of Registration
U.S.A., U.K., Norway, Liberian, Panamanian
Classification
Classified as Mobile Offshore Drilling Unit by ABS, DnV or
Lloyds.
Certification
USCG, U.K. or NPD. In addition must have USCG Certificate of
Inspection, USCG Letter of Compliance or IMO MODU Certificate.
Variable Deck Load
2,000 tons (drilling mode)
<TABLE>
<CAPTION>
Load Capacities - (Approximate)
<S> <C>
Bulk Mud and Cement (100#/Ft3) 15,000 Ft3
Sack Materials (100#/Ft3) 4,000 Sx
Liquid Mud (15 PPG) 1,500 Bbls.
Pipe Racks (350#/Ft2) 5,250 Ft2
Riser Storage 2,400 Ft2
Potable Water 1,000 Bbls.
Drill Water 6,000 Bbls.
Warehouse (350#/Ft2) 2,000 Ft2
Fuel Oil 14,000 Bbls.
</TABLE>
Vessel Mooring System
Anchors
8 - 30,000 lb.
Chain
8 - 5,000 Ft. minimum
Winch
4 - Double windlass units for handling 3" chain; local and
central control for each unit.
Fairleads
Column
8 - Swivel type fairleads for 3" chain
Indicating System
Mooring line, dynamic tension system and indicating system,
local and remote readout; line speed and footage counter.
Heliport
Capacity
Equipped to handle Sikorsky S-61
Helicopter Refueling System
1 - Pump unit;
1 - Refueling unit with 1-1/2" x 85' hose;
1 - Storage tank.
Living Quarters
Air conditioned and heated quarters for approximately 80 men,
offices, mess room, wash rooms, day room, movie room, galley
and hospital treatment room
Vessel Motion and Weather Instrumentation
Position reference system;
Weather and environmental data display;
Vessel motion display;
IBM compatible 386 or 486 stability computer
Communications Equipment
Internal communications system, consisting of:
1 - Set sound powered telephones;
1 - Set fifty lines automatic telephone system;
1 - Set public address system
Exterior communications, as required by flag state regulations
or radio station comprised of:
1 - VHF-FM radio telephone;
1 - VHF-AM helicopter transceiver;
1 - Set USCG emergency lifeboat transceiver;
6 - Sets VHF-FM marine walkie-talkies.
1 - Cellular telephone/FOSC
Subsea Television
SSTV camera with pan and tilt mounted on frame and telescope;
Winch unit with approximately 1,800' of armored cable;
Monitor and remote controls in driller's shack
Navigation Aids
As required by regulatory bodies
Power Plants
4 - Diesel engines, each 2,200 HP continuous rating driving
1,550 KW, 600 volt, 60 cycles, AC generators or
equivalent;
1 - Diesel engine driving 675 KW, 440 V, 60 cycle emergency
generator; or equivalent.
2 - 250 GPH diesel oil purifiers
Air Compressors
3 - Rotary screw compressors, 500 scfm @ 125 psi each;
2 - 500 scfm refrigerated air dryers;
1 - Cold start compressor, diesel and electric driven;
1 - Instrumentation air compressor, electric drive.
Water Distillation Units
2 - Distillation units, 18,000 gal/day each.
Fire Fighting and Safety Equipment
High pressure CO2 fire extinguishing system with pneumatic
remote manual releases for engine room, paint locker and mud
pump room; foam system for protection of heliport, JP-5
fueling pump and quick release storage tank; rescue equipment
for heliport pad; USCG and DOT approved systems.
Lifesaving Equipment
2 - 58 man, 28' covered USCG approved lifeboats with davits and winches;
4 - Davit launched type inflatable life rafts, float free, capacity 25
persons each;
150 - USCG approved life preservers;
150 - USCG approved survival suits.
Medical Facilities
Ship's hospital and first aid supplies and equipment.
Environmental Protection
2 - 50 GPM capacity oil/water separator;
1 - Sewage treatment unit.
Cranes
1 - 120' boom, rated 40 tons at 25' radius;
1 - 100' boom, 70 ton capacity at 25' radius or equivalent,
as required for lifting subsea trees.
Welding Machines
2 - Sets welding machines, 400 amp;
8 - Receptacles installed for welding machines; Gas welding
and flame cutting equipment
Machine Shop
1 - Drill press;
1 - Power hacksaw;
1 - Grinder;
1 - Hydraulic press;
1 - Pipe threader.
Drilling Equipment
Drawworks
2,000 HP powered by two 1000 hp motors, with auxiliary
brake.
Drill Line
7,500' x 1-1/2"
Drill Line Anchor
1 - Wireline anchor complete.
Derrick
Dynamic derrick or mast, 160' with a 40' x 40' base; API
static hook load capacity of 1,000,000 lbs. complete with
derrickman's racking platform and stabbing board.
Motion Compensator
18' compensation stroke, 400,000 lbs. compensation hook
capacity, 1,000,000 lbs locked.
Top Drive
Top Drive 500 ton or equal.
Pipe Handling System
Lower hydraulic stabbing arm for handling casing, drill
collars and pipe.
Mud Pumps
Two 1,600 HP triplex mud pumps, each driven by two 800 hp
electric motors, each equipped with pulsation dampener,
reset relief valve and suction dampener.
2 - 6 x 8 charging pumps each unitized with 75 HP
electric motors.
Rotary Table
49-1/2" rotary table with independent drive by one 800 hp
motor, inertia brake, and two speed transmission.
Crown Block
Crown block with eight 60" diameter sheaves grooved for 1-
1/2" diameter line.
Traveling Block
650 ton capacity, with seven 60" diameter sheaves.
Traveling Block Guide System
Block guide tracks and supports
Weight Indicator
Driller's weight indicator.
Hook
650 ton capacity.
Swivel
650 ton capacity, 5,000 psi WP.
Rotary Hose
2 - Each 3-1/2" ID x 75' long with 4" NPT connections;
5,000 psi test.
Drilling Recorder
1 - Seven pen drilling recorder to record penetration,
weight , pump pressure, torque, rotary RPM and pump
strokes; 12 hour.
Drill String
Drill Pipe
15,000 ft., 5" 19.5 lb/ft Grade S, with 6-5/8" OD x 3-1/4"
ID 18 degrees taper tool joints with internal plastic coating,
fine particle hard banding and 4-1/2" IF box and pin
connections;
2,000 ft., 19.5 lb/ft Grade S with 6-5/8" OD x 3-1/4" ID
8 degrees taper tool joints with internal plastic coating, fine
particle hard banding and 4-1/2" IF box and pin
connections.
Drill Pipe Pup
2 - 5" OD x 15' pup joint with 6-5/8" OD x 3-1/2" ID 18 degrees
taper tool joints with 3" wide flush hardbanding and
4-1/2" IF box and pin connections;
1 - 5" OD x 10' pup joint with 6-5/8" OD x 3-1/2" ID 8 degrees
taper tool joints with 3" wide flush hardbanding and
4-1/2" IF box and pin connections;
2 - 5" OD x 6' pup joint with 6-5/8" OD x 3-1/2" ID 18 degrees
taper tool joints with 3" wide flush hardbanding and
4-1/2" IF box and pin connections.
Drill Collars
24 - 6-3/8" OD x 2-1/2" ID x 30'-6" long drill collars
with 4" IF box and pin connections, slip and
elevator recess, no wall stick spiral grooving;
24 - 8" OD x 3" ID x 30'-6" long drill collars with 6-
5/8" API regular Hi-flexed pin and box connections;
slip and elevator recess, no wall stick spiral
grooving;
All drill collars handled with 5", 18 taper lift nipples
for safety.
Kelly
1 - 5-1/4" hexagon x 54' overall kelly length.
Subs and Bit Subs
Crossover subs, bit subs, kelly saver sub as required for
drill string.
Down Hole Tools and Equipment
Wireline Measuring Unit
Power driven measuring reel assembly with 25,000' 0.092
measuring line.
Control Valves
1 - 5" Hydril drop-in check valve.
Inside BOP
1 - Inside BOP for 5", 4-1/2 IF drill pipe, 10,000 psi.
Lower Kelly Valves
2 - Lower kelly cock for 5-1/4" kelly, 10,000 psi.
Upper Kelly Valves
1 - Upper kelly cock for 5-1/4" kelly, 10,000 psi.
Fishing Tools
Overshots
Sufficient to catch all contractor supplied equipment
1 - 9-5/8" OD full strength releasing and circulating
overshot complete with 15" and 21" OD guides, 42"
extension 8" spiral grapples, basket grapples 5" to
6-1/2" catch sizes;
1 - 8-1/8" OD releasing and circulating overshot
complete with 11" OD guides, 42" extension, basket
and spiral grapples 5" to 6 -1/2" catch sizes.
Drill String Handling Tools
Tongs, slips, elevators, links for 5" drill pipe, 6-3/8", and
8" OD drill collars as follows:
Tongs
1 - Byron Jackson Type DB Drill pipe and casing tongs,
range 3-1/2" to 17";
1 - Set Web Wilson Type AAX casing tongs;
Slips
2 - Long slips with 5" inserts for 5" drill pipe;
1 - Multi-segment drill collar slip with inserts for
range 5-1/2" to 7" drill collars;
1 - Multi-segment drill collar slip with inserts for 8"
OD drill collars.
Elevators
1 - Set BJ 5" 18 degree taper SLBB elevators 500 ton;
2 - Sets Type GC 5" center latch elevators 350 ton.
Safety Clamps
1 - Multi-purpose safety clamps for range 6-3/4" to 8"
OD drill collars;
1 - Multi-purpose safety clamps for range 2-1/2" to 4-
1/2" OD drill collars.
Links
1 - Set 2-3/4" x 168" forged elevator links, 350 ton;
1 - Set 3-1/2" x 144" forged elevator links, 500 ton.
(additional links for top drive as required)
Air Tuggers
2 - K6U air hoists on drill floor (man-riding);
2 - K6U air hoists for towing bridal recovery;
1 - K6U air hoist for snubbing on catwalk;
1 - K6U air hoist in derrick to assist with BHA;
6 - Air hoists for guideline tensioner wire storage;
4 - Air hoists in moonpool.
Mud Facilities and Equipment
Mud Tanks
4 - Active and reserve tanks, 1500 bbls;
1 - Slugging pit, 100 bbls,;
5 - Mud treatment tanks (300 bbls.);
Trip tank, 25 bbls.
Mud Mixing Pumps
2 - 6 x 8 centrifugal pumps powered by 75 HP electric
motor.
Shale Shaker
3 - Linear motion shakers with upper scalping basket or
equal.
Combination Mud Cleaner/Desilter
1 - Mud cleaner.
Degasser
1 - Drilling mud degasser.
Mud Agitators
4 - Low profile mud mixer with 20 HP, 1,800 RPM electric
motor;
1 - Low profile mud mixer with 2 HP, 1,800 RPM electric
motor.
Pit Level Indicator
1 - Mud pit volume totalizer for four pits, with
gain/loss indicator and alarm;
1 - Trip Tank volume system;
1 - Mud flow indicator and recorder with alarm assembly.
Mud Saver
Mud saver complete with 5" and 3-1/2" rubbers.
Blowout Preventers, Subsea Equipment and Control Equipment
Diverter System
To meet API and MMS requirements.
- Nominal 24," 49-1/2" rotary table, flowline spacer
spool with two pressure energized seals, Type DR-1
support ball (30 degrees included angle) with adapter flanges
capable of containing 100 psi pressure; diverter lines
will be 12" with hydraulic operated valves to divert
well returns to lines that extend to the port and
starboard side;
- The diverter is controlled by hydraulic diverter
control manifold to supply hydraulic pressure to bag ,
insert latch and riser support latch, all being
controlled by the master or remote control panels;
BOP Stack
To meet API and MMS requirements.
- 18-3/4" 10,000 psi WP blowout preventer stack for H2S
service consisting of the following:
1 - Flex joint;
2 - Annular, 18-3/4" bore, 5,000 psi WP, with stainless
steel lined ring grooves;
1 - LMRP connector, 18-3/4", 5,000 psi WP, complete with
"AX" gasket, stainless steel lined ring grooves,
secondary release and riser stab assembly unit.
1 - Double 18-3/4" 10,000 psi WP ram preventer with four
3-1/8", 10,000 psi WP outlets with ram locks; all
ring grooves stainless steel lined;
1 - Double 18-3/4" psi 10,000 psi WP ram preventer with
four 3-1/8" 10,000 psi WP outlets with ram locks;
all ring grooves stainless steel lined.
Chambers can be fitted with any of the following blocks:
3 - Each sets 5" ram blocks;
1 - Each set shear ram blocks;
1 - Each set 2-7/8" - 5" variable ram blocks;
2 - Each sets 3-1/2" ram blocks.
1 - Wellhead connector, hydraulic, 18-3/4" 10,000 psi WP
with "AX" gasket, stainless steel lined ring grooves
and secondary release.
BOP Kill and Choke Line
Master Valves
3 - 10,000 psi WP 3-1/8" right angle gate valves with
Failsafe hydraulic operators, with stainless steel
lined ring grooves.
Operating Valves
3 - 10,000 psi WP 3-1/8" straight through valves with
Failsafe hydraulic operators, with stainless steel
lined ring grooves.
Outlet Location
- Choke line outlet #1 between wellhead and first set of
rams; choke line outlet #2 between two doubles.
- Kill line outlet below second set of rams from
wellhead;
- All other outlets to be machine bored and capped with
blind flanges.
BOP Choke and Kill Lines
Gooseneck 10,000 psi WP with termination sub 180 with 3-
1/2" 10,000 psi connections.
Flex Joint Jumper Connections
3-1/2" ID 10,000 psi WP
Marine Riser
1,500 - 21" OD x 0.50 in. wall, with Vetco MR-6 connector ends
or equivalent with two 3-1/2" kill and choke lines with
floatation or tensioning capacity to meet mud program.
Slip Joints
1 - 21" nominal, 50' stroke with remote pressure operated
seal.
Choke and Kill Hoses
2 - Each 3" ID x 60' long, 10,000 psi WP.
Marine Riser Tensioning System
(additional tensioners or riser bouyancy may be required)
6 - 80,000 lb. (equal 480,000 lbs) tensioning units designed
for 40' line travel and maximum line load capacity of
80,000 lb. tension per line; air reservoirs for cylinders
will be manifolded to allow taking one unit out of
service without affecting operation of the other;
6 - Sheaves, diameters 52" for use with 6 X 37 X 1-3/4"
diameter wire.
Guideline Tensioning System
4 - 6,000 lb. guideline tensioning units, each with 40' line
travel and maximum load capacity of 16,000 pounds; air
reservoirs will be manifolded to allow taking one unit
out of service without affecting operations of others;
4 - Sheaves, diameters 28" for use with 3/4" wire;
4 - 3/4" wire guidelines.
Television is run on two of the guidelines.
Pod Line Tensioning System
2 - Each 16,000 lb. guideline tensioners, as above.
Air System for Tensioners and Compensator
Consisting of three air compressor/air dryer units (TEFC)
motor, 15 HP, 440 VAC, 60 Hz, 3 Phase; 10 air pressure
vessels, 187 gallons, 3,500 psi WP, internally epoxy coated
with relief, shutoff and drain valves, USCG approved.
BOP Accumulator Unit
Air-electric powered accumulator unit meeting API standards
comprising:
2 - Air operated pumps (3.5 gpm at 3,000 psi with 120
psi air pressure);
2 - Electric driven 40 HP triplex pumps each with 40 GPM
output at 3,000 psi;
1 - 500 gallon mixed fluid reservoir with automatic fluid
control and sight glass;
1 - 100 gallon soluble oil reservoir with sight glass;
1 - Hydraulic fluid mixing system capable of mixing fluid at
rate of 60 GPM;
1 - Low level alarms for fluid reservoirs.
- BOP accumulator capacity of seventy-four 11 gallon
3,000 psi WP separator accumulators;
- BOP subsea accumulator capacity on the BOP stack
consists of sixteen 11 gallon 3,000 psi separator
accumulators.
2 - Nominal 11 gallon separator accumulator bottles for
stripping installed on the closing side of bag
preventers.
- Hydraulic supply to diverter control system with
two 11 gallon separator accumulators;
- Emergency battery power pack.
Blowout Preventer Control Panels
- Master control (explosion proof) panel located on
rig floor adjacent to driller's console;
- Remote control panel located in toolpushers's
office and completely redundant;
- Complete manual control at accumulator unit;
- All control panels graphically illustrated.
Hydraulic Control Hose
2 - Each Synflex hose, approximately 1,800' long,
containing one each 1" power lines and 41-3/16"
pilot lines (approximately);
2 - Each self-powered hose reels of sufficient capacity
to store 2,000' hose bundle with selected live
functions for running BOP stack;
Hose sheathing of polyurethane;
2 - Retrievable control pods consisting of the
following:
Male pod, upper female, lower female and guide frame;
SPM valves, subsea regulators,and shuttle valves
Choke Manifold
- 3" 10,000 psi WP choke manifold; includes two power
chokes with one adjustable choke (all bends made with
lead target tees); suitable for H 2S service;
- Choke and kill line piping from moonpool area to manifold
designed for 10,000 psi WP;
- The manifold can be split and pressure on each side
monitored independently at the remote choke panel.
Surface BOP Test Unit
BOP Test pump with chart recording pressure gauge, 15,000
psi maximum pressure.
Handling System
BOP transporter or bridge crane system for handling BOP in
single or two pieces.
Cementing Unit Services
Cementing unit, 10,000 psi provided on "free placement"
basis by cementing contractor consisting of two diesel
driven triplex cement pumps.
