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: April 21, 1995
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 - Press Release dated April 20,
1995 - Text of Reading & Bates'
reply to Sonat Offshore
Drilling Inc.'s letter dated
April 13, 1995.
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: April 21, 1995
EXHIBIT 99
FOR IMMEDIATE RELEASE: Contact: Mr. Charles R. Ofner
(713) 496-5000
Houston, Texas....April 20, 1995....Reading & Bates
Corporation (NYSE:RB) announced today that, following its
press release earlier today regarding Reading & Bates'
participation in the Green Canyon 254 Project, it was now in
a position to release the text of its reply to Sonat Offshore
Drilling Inc.'s letter of April 13, 1995:
"I am writing in response to the letter dated
April 13, 1995 which I received from you late on
Thursday. It is my understanding that the ongoing
discussions between our respective financial
advisors have focused on the exchange of ideas
regarding possible merger transactions with a view
towards creating a better appreciation on each
other's part for the type and terms of a
transaction that you and we might find attractive.
Throughout these discussions, our advisors and
yours have made it quite clear that these talks are
strictly exploratory. In our view, the approach
taken by your letter is somewhat at odds with this.
I understand that in the most recent
discussions our financial advisors each presented
to the other their latest thinking on possible
merger transactions that their respective clients
may view as attractive, that there was a somewhat
significant difference between the transaction
presented by Merrill Lynch/Simmons & Co. and the
alternative transaction presented by Morgan
Stanley, and that this difference may or may not be
insurmountable. Much of this difference is, I
believe, attributable to a lack of appreciation on
the part of you and your advisors for the value of
our company's core business. In addition, as
Morgan Stanley conveyed during the most recent
discussions, we expect that there will be
significant positive developments regarding our
company in the short term and, in light of your
lack of interest in the possible transaction put
forth by Morgan Stanley, we strongly believe that
allowing some additional time for these
developments to unfold will provide you with a
greater appreciation of the value of our company.
It was for this reason that Morgan Stanley
suggested that further discussions be suspended for
a brief period of time.
Just to make it perfectly clear, as and when
we are in a position to provide you with
information concerning the developments referred to
above, we would expect to resume discussions of the
sort that have been held to date between our
financial advisors. We would of course be willing
to resume such discussions earlier if your view
regarding the possible transaction put forth by
Morgan Stanley have changed."
Reading & Bates noted that its reply preceded Sonat
Offshore's press release of April 18, 1995 advising of their
termination of merger discussions, and thus the last
paragraph of Reading & Bates' reply may have been rendered
moot.
Reading & Bates is a New York Stock Exchange listed
company, providing offshore drilling services throughout the
world. Its wholly owned subsidiary, Reading & Bates
Development Co., provides technical, construction and project
management services and floating productions systems to the
upstream offshore oil and gas industry worldwide.
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