Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-----------------------
READING & BATES CORPORATION
(Exact name of registrant as specified in its charter)
State of Delaware 73-0642271
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
901 Threadneedle, Suite 200, Houston, Texas 77079
(Address of Principal Executive Offices) (Zip Code)
------------------------
Reading & Bates Corporation
1995 Director Stock Option Plan
(Full title of the plan)
------------------------
WAYNE K. HILLIN
Senior Vice President, General
Counsel and Secretary
Reading & Bates Corporation
901 Threadneedle, Suite 200
Houston, Texas 77079
(Name, address of agent for service)
(713) 496-5000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================================================================
| | Proposed | Proposed |
Title of | | maximum | maximum |
securities | Amount | offering | aggregate | Amount of
to be | to be | price per | offering | registration
registered: | registered: | share: | price: | fee:
--------------|----------------|-----------|------------|---------------
Common Stock | 200,000 shares | $7.375 | $1,475,000 | $508.62
($.05 Par | | | |
Value) | | | |
========================================================================
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participating employees as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the
"Act"). These documents and the documents incorporated by reference
into this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Act.
Capitalized terms used but not defined herein shall have the same
meanings ascribed to them in the Reading & Bates Corporation 1995
Director Stock Option Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Annual Report of Reading & Bates Corporation (the "Company") on Form
10-K for the fiscal year ended December 31, 1994 is incorporated herein
by reference. All other reports filed since December 31, 1994 by the
Company pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") are also incorporated by reference.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act, after the date hereof and prior to the
filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be 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 Registration Statement.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters in connection with the Common Stock offered
hereby will be passed upon for the Company by Wayne K. Hillin, Esq.,
Senior Vice President, General Counsel and Secretary of the Company.
As of the date of this Registration Statement, Mr. Hillin was the
beneficial owner of 10,505 shares of Common Stock of the Company and
holds options to purchase an additional 80,000 shares of Common Stock
of the Company.
Item 6. 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 8. Exhibits.
4.1 - Certificate of Incorporation. (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.)
4.2 - Rights Agreement dated as of March 15, 1995. (Filed as
Exhibit 4 to the Company's Registration Statement on
Form 8-A dated March 22, 1995 and incorporated herein by
reference.)
4.3 - Bylaws. (Filed as Exhibit 3.1 to the Company's Form 8-K
dated March 3, 1995 and incorporated herein by
reference.)
5 - Opinion of Wayne K. Hillin dated July 31, 1995, duly
admitted to practice in the State of Texas and Senior
Vice President and General Counsel of the Company, as to
the legality of the securities being registered.
15 - Letter of Arthur Andersen LLP re: unaudited interim
financial information.
23.1 - Consent of Arthur Andersen LLP, independent public
accountants.
23.2 - Consent of Wayne K. Hillin (included in Exhibit 5)
24 - Powers of attorney pursuant to which this Registration
Statement has been signed on behalf of certain directors
of the Company.
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement 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;
(2) that, for the purpose 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 the initial
bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) 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 Exchange Act and each filing of the
Plan's annual report pursuant to section 15(d) of the Exchange
Act 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.
(c) 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
foregoing provisions, 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, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8, and has duly
caused this registration statement to be signed on its behalf by the
undersigned in the capacities indicated, thereunto duly authorized, on
this 31st day of July, 1995.
READING & BATES CORPORATION
By /s/ Tim W. Nagle
------------------------
Tim W. Nagle,
Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated and on July 31, 1995.
Signature Title
/s/Paul B. Loyd, Jr. Chairman of the Board of Directors,
------------------------ President and Chief Executive Officer
Paul B. Loyd, Jr. (Principal Executive Officer)
/s/Tim W. Nagle Vice President and Chief Financial
------------------------ Officer (Principal Financial and
Tim W. Nagle Accounting Officer)
Arnold L. Chavkin* Director
------------------------
Arnold L. Chavkin
Charles A. Donebedian* Director
------------------------
Charles A. Donebedian
Ted Kalborg* Director
------------------------
Ted Kalborg
Macko A. E. Laqueur* Director
------------------------
Macko A. E. Laqueur
Director
------------------------
J. W. McLean
C. Kirk Rhein, Jr.* Director
------------------------
C. Kirk Rhein, Jr.
Robert L. Sandmeyer* Director *By: /s/Tim W. Nagle
------------------------ -------------------------
Robert L. Sandmeyer Tim W. Nagle
Attorney-in-Fact
Director
------------------------
Steven A. Webster
EXHIBIT INDEX
Sequentially
Numbered
Item Exhibits Page
---- -------- ----
4.1 - Certificate of Incorporation. (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.) (1)
4.2 - Rights Agreement dated as of March 15,
1995. (Filed as Exhibit 4 to the
Company's Registration Statement on
Form 8-A dated March 22, 1995 and
incorporated herein by reference.) (1)
4.3 - Bylaws. (Filed as Exhibit 3.1 to the
Company's Form 8-K dated March 3, 1995
and incorporated herein by reference.) (1)
5 - Opinion of Wayne K. Hillin, Senior Vice
President and General Counsel
15 - Letter regarding unaudited interim
financial information
23.1 - Consent of Independent Public Accountants
23.2 - Consent of Counsel (included in Exhibit 5)
24 - Powers of Attorney
----------------------
(1) Incorporated by reference.
EXHIBIT 5
July 31, 1995
Reading & Bates Corporation
901 Threadneedle, Suite 200
Houston, Texas 77079
Gentlemen:
As Senior Vice President and General Counsel of Reading & Bates
Corporation, a Delaware corporation (the "Company"), I have
participated in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, with
respect to the offering of 200,000 shares of its common stock, par
value $.05 per share (the "Common Stock"), to be sold pursuant to the
Reading & Bates Corporation 1995 Director Stock Option Plan (the
"Plan").
In my capacity as general counsel of the Company, I have examined the
Restated Certificate of Incorporation and Bylaws of the Company, each
as amended and restated to date, and the originals, or copies certified
or otherwise identified, of such corporate records of the Company,
certificates of public officials and of representatives of the Company,
statutes and other instruments and documents as I have deemed relevant
and necessary as the basis for the opinions hereinafter expressed.
Based upon my examination as aforesaid, it is my opinion that:
1. The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of
Delaware; and
2. 200,000 shares of Common Stock reserved for issuance pursuant
to the Plan have been duly authorized and, when sold in
connection with awards granted pursuant to the provisions of
the Plan, will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as Exhibit 5 to
the Registration Statement and to being named in the Registration
Statement, and the prospectus or prospectuses prepared and delivered in
connection therewith.
Very truly yours,
/s/Wayne K. Hillin
---------------------
Wayne K. Hillin
Senior Vice President
and General Counsel
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, 1995 and June 30, 1995, which includes our report dated
April 19, 1995 covering the unaudited interim financial information for
the quarter ended March 31, 1995 and our report dated July 18, 1995
covering the unaudited interim financial information for the quarter
ended June 30, 1995, 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.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
July 31, 1995
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8
of our report dated February 16, 1995 appearing on page 37 of the 1994
Annual Report to Shareholders of Reading & Bates Corporation and on
page 26 of Reading & Bates Corporation's Annual Report on Form 10-K for
the year ended December 31, 1994.
/s/Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Houston, Texas
July 31, 1995
EXHIBIT 24
POWER OF ATTORNEY OF PAUL B. LOYD, JR.
KNOW ALL PERSONS BY THESE PRESENTS, that I, Paul B. Loyd,
Jr., Chairman of the Board of Directors, President and Chief Executive
Officer of Reading & Bates Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8,
or other appropriate Form, for shares of common stock of the
Corporation or other interests under the Reading & Bates Corporation
1995 Director Stock Option Plan and the Reading & Bates Corporation
1990 Stock Option Plan (collectively the "Plans"), hereby constitutes
and appoints Tim W. Nagle as my true and lawful attorney-in-fact and
agent, with full power to act for me and in my name, place and stead,
in any and all capacities, to sign, or cause to be signed
electronically, any and all of said Registration Statements (which
Registration Statements may constitute post-effective amendments to
registration statements previously filed with the SEC) and any and all
amendments to the aforementioned Registration Statements and to file
said Registration Statements and amendments thereto so signed with all
exhibits thereto, as well as to prepare, execute and file any and all
other documents in connection with such Plans with the SEC, all state
securities authorities under the Blue Sky and securities laws of the
States of the United States of America, and the New York Stock Exchange
(and other stock exchanges), hereby granting unto said attorney-in-fact
and agent full power and authority to do and perform any and all acts
and things requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as I might or could do
in person, hereby ratifying and confirming all that said
attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney as of this 31st day of July, 1995.
/s/Paul B. Loyd, Jr.
------------------------
Paul B. Loyd, Jr.
Chairman of the Board of
Directors, President and
Chief Executive Officer
POWER OF ATTORNEY OF RBC DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of Reading & Bates Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8,
or other appropriate Form, for shares of common stock of the
Corporation or other interests issuable under the following: (i)
1,966,000 shares of Common Stock under the Reading & Bates Corporation
1990 Stock Option Plan and (ii) 200,000 shares of Common Stock under
the Reading & Bates Corporation 1995 Director Stock Option Plan, hereby
constitute and appoint Paul B. Loyd, Jr., C. Kirk Rhein, Jr., and Tim
W. Nagle, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and all
other documents in connection therewith, with the SEC, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney as of this 31st day of July, 1995.
/s/Paul B. Loyd, Jr.
------------------------
Paul B. Loyd, Jr.
Director
POWER OF ATTORNEY OF RBC DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of Reading & Bates Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8,
or other appropriate Form, for shares of common stock of the
Corporation or other interests issuable under the following:(i)
1,966,000 shares of Common Stock under the Reading & Bates Corporation
1990 Stock Option Plan and (ii) 200,000 shares of Common Stock under
the Reading & Bates Corporation 1995 Director Stock Option Plan, hereby
constitute and appoint Paul B. Loyd, Jr., C. Kirk Rhein, Jr., and Tim
W. Nagle, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and all
other documents in connection therewith, with the SEC, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney as of this 6th day of July, 1995.
/s/Arnold L. Chavkin
------------------------
Arnold L. Chavkin
Director
POWER OF ATTORNEY OF RBC DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of Reading & Bates Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8,
or other appropriate Form, for shares of common stock of the
Corporation or other interests issuable under the following: (i)
1,966,000 shares of Common Stock under the Reading & Bates Corporation
1990 Stock Option Plan and (ii) 200,000 shares of Common Stock under
the Reading & Bates Corporation 1995 Director Stock Option Plan, hereby
constitute and appoint Paul B. Loyd, Jr., C. Kirk Rhein, Jr., and Tim
W. Nagle, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and all
other documents in connection therewith, with the SEC, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney as of this 11th day of July, 1995.
/s/Charles A. Donabedian
------------------------
Charles A. Donabedian
Director
POWER OF ATTORNEY OF RBC DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of Reading & Bates Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8,
or other appropriate Form, for shares of common stock of the
Corporation or other interests issuable under the following: (i)
1,966,000 shares of Common Stock under the Reading & Bates Corporation
1990 Stock Option Plan and (ii) 200,000 shares of Common Stock under
the Reading & Bates Corporation 1995 Director Stock Option Plan, hereby
constitute and appoint Paul B. Loyd, Jr., C. Kirk Rhein, Jr., and Tim
W. Nagle, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and all
other documents in connection therewith, with the SEC, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney as of this 12th day of July, 1995.
/s/Ted Kalborg
------------------------
Ted Kalborg
Director
POWER OF ATTORNEY OF RBC DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of Reading & Bates Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8,
or other appropriate Form, for shares of common stock of the
Corporation or other interests issuable under the following: (i)
1,966,000 shares of Common Stock under the Reading & Bates Corporation
1990 Stock Option Plan and (ii) 200,000 shares of Common Stock under
the Reading & Bates Corporation 1995 Director Stock Option Plan, hereby
constitute and appoint Paul B. Loyd, Jr., C. Kirk Rhein, Jr., and Tim
W. Nagle, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and all
other documents in connection therewith, with the SEC, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney as of this 10th day of July, 1995.
/s/Macko A. E. Laqueur
------------------------
Macko A. E. Laqueur
Director
POWER OF ATTORNEY OF RBC DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of Reading & Bates Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8,
or other appropriate Form, for shares of common stock of the
Corporation or other interests issuable under the following: (i)
1,966,000 shares of Common Stock under the Reading & Bates Corporation
1990 Stock Option Plan and (ii) 200,000 shares of Common Stock under
the Reading & Bates Corporation 1995 Director Stock Option Plan, hereby
constitute and appoint Paul B. Loyd, Jr., C. Kirk Rhein, Jr., and Tim
W. Nagle, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and all
other documents in connection therewith, with the SEC, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney as of this 7th day of July, 1995.
/s/C. Kirk Rhein, Jr.
------------------------
C. Kirk Rhein, Jr.
Director
POWER OF ATTORNEY OF RBC DIRECTOR
KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned
director of Reading & Bates Corporation, a Delaware corporation (the
"Corporation"), which is about to file with the Securities and Exchange
Commission (the "SEC"), Washington, D.C., under the provisions of the
Securities Act of 1933 one or more Registration Statements on Form S-8,
or other appropriate Form, for shares of common stock of the
Corporation or other interests issuable under the following: (i)
1,966,000 shares of Common Stock under the Reading & Bates Corporation
1990 Stock Option Plan and (ii) 200,000 shares of Common Stock under
the Reading & Bates Corporation 1995 Director Stock Option Plan, hereby
constitute and appoint Paul B. Loyd, Jr., C. Kirk Rhein, Jr., and Tim
W. Nagle, and each of them, my true and lawful attorneys-in-fact and
agents, with full power to act, together or each without the others,
for me and in my name, place and stead, in any and all capacities, to
sign, or cause to be signed electronically, any and all of said
Registration Statements (which Registration Statements may constitute
post-effective amendments to registration statements previously filed
with the SEC) and any and all amendments to the aforementioned
Registration Statements and to file said Registration Statements and
amendments thereto so signed with all exhibits thereto, and any and all
other documents in connection therewith, with the SEC, hereby granting
unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform any and all acts and things requisite
and necessary to be done in and about the premises, as fully to all
intents and purposes as I might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents or any of
them may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I, the undersigned, have executed this Power
of Attorney as of this 8th day of July, 1995.
/s/Robert L. Sandmeyer
------------------------
Robert L. Sandmeyer
Director
