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UNITED STATES OMB Number: 3235-
SECURITIES AND EXCHANGE COMMISSION 0145
WASHINGTON, D.C. 20549 Expires: October 31,
1997
Estimated average
burden hours per
response....14.90
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*
Reading & Bates Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
755281706
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(CUSIP Number)
C. Kirk Rhein, Jr.
Whitman Heffernan Rhein & Co., Inc.
767 Third Avenue, New York, New York 10017 (212) 888-5222
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 23, 1995
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(Date of Event which Requires Filing of this
Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-I(b)(3) or (4), check the following box . / /
Check the following box if a fee is being paid with the statement . / / (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP No.755281706 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WHR Management Company, L.P., as General Partner of R&B Investment
Partnership, L.P., R&B Investment Partnership II, L.P., and Whitman
Heffernan & Rhein Workout Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable.
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OR ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 2,773,774
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH N/A
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 2,773,774
10 SHARED DISPOSITIVE POWER
N/A
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,773,774
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
14 TYPE OF REPORTING PERSON*
PN
SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
The Filer's statement on Schedule 13D is hereby amended in the
following respects:
ITEM 4: PURPOSE OF TRANSACTION
The Filer's response to Item 4 is amended to add the following
paragraph at the end of such response:
"The Filer may in the future seek, in open market or privately
negotiated transactions, to acquire additional shares of
common stock of the Issuer or to dispose of all or a portion
of the shares of common stock of the Issuer covered by this
Statement. In making any decision whether to acquire or
dispose of shares of common stock of the Issuer, the Filer
will consider various factors, including, among other things,
the Issuer's financial condition, business and prospects and
the nature of other opportunities available to the Filer."
ITEM 5: INTEREST IN SECURITIES OF THE ISSUER
The Filer's response to Item 5 is amended to read in full as
follows:
"(a) and (b) On October 23, 1995, the Filer beneficially owned
2,773,774 shares of common stock of the Issuer (or 4.5% of the
outstanding shares of the common stock of the Issuer).
(c) On October 23, 1995, Whitman Heffernan & Rhein Workout
Fund, L.P. (the "Fund"), an investment limited partnership of
which the Filer is the general partner, sold 1,000,000 shares
of the common stock of the Issuer. Such sale was effected in
an ordinary brokerage transaction on the New York Stock
Exchange at a price of $12.375 per share. No person other than
the Fund and the holders of interests therein has the right to
receive the proceeds of such sale, and no person other than
the Filer, in its capacity as the general partner of the Fund,
has the right to direct the payment of such proceeds.
(d) On October 23, 1995 the Filer ceased to be the beneficial
owner of more than 5% of the outstanding common stock of the
Issuer."
Page 3 of 4
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: October 30, 1995 WHR MANAGEMENT COMPANY, L.P.
as General Partner of R&B Investment
Partnership, L.P., R&B Investment Partnership
II, L.P. and Whitman Heffernan & Rhein
Workout Fund, L.P.
/s/ James P. Heffernan
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Name: James P. Heffernan
Title: General Partner
Page 4 of 4
<PAGE>
