As filed with the Securities and Exchange Commission on September 18, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________
READING & BATES CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 73-0642271
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
____________________
901 Threadneedle, Suite 200, Houston, TX 77079
(713) 496-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
WAYNE K. HILLIN, ESQ.
Senior Vice President,
General Counsel and Secretary
Reading & Bates Corporation
901 Threadneedle, Suite 200
Houston, Texas 77079
(713) 496-5000
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
Copies to:
DOUGLAS R. DAVIS, ESQ.
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
(212) 530-5148
Approximate date of commencement of proposed sale to the public: From time to
time after the Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of a prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
____________________ <PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Shares to be Offering Aggregate Registration
to be Registered Registered Price(1) Offering Price(1) Fee
---------------- ---------- -------- ----------------- ---
<S> <C> <C> <C> <C>
Common Stock, par
value $.05 per
share (2)(3) 1,232,057 $11.9375 $14,707,680 $5,072
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<FN>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low prices
reported in the New York Stock Exchange Composite Transactions on September
15, 1995.
(2) Including associated preferred stock purchase rights, which will
not be evidenced by separate certificates or traded separately prior to the
occurrence of certain triggering events.
(3) 2,310,678 shares and 9,205,780 shares of Common Stock,
respectively, previously registered by the Company on Form S-3 (Regis. Nos.
33-56029 and 33-50565) upon payment by the Company of filing fees of $9,664
and $97,311, respectively, are being included in the Prospectus for this
Registration Statement pursuant to Rule 429 under the Securities Act of 1933,
as amended.
</TABLE>
____________________
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration Statement
shall become effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
The prospectus contained herein is a combined prospectus for purposes
of Rule 429 of the Securities Act of 1933, as amended, and relates to this
Registration Statement and the Company's previously filed Registration
Statements on Form S-3 Nos. 33-56029 and 33-50565.
==============================================================================<PAGE>
PROSPECTUS
SUBJECT TO COMPLETION, DATED SEPTEMBER 18, 1995
READING & BATES CORPORATION
12,748,515 Shares
Common Stock
The shares (the "Shares") of common stock, par value $.05 per share (the
"Common Stock"), of Reading & Bates Corporation (the "Company") offered
hereunder may be offered from time to time by certain stockholders of the
Company (the "Selling Stockholders"). See "Selling Stockholders" and "Plan of
Distribution". The Company will not receive any proceeds from any sale of
Shares by a Selling Stockholder hereunder. See "Use of Proceeds". The Common
Stock, including the Shares, is listed on the New York Stock Exchange and the
Pacific Stock Exchange (the "Exchanges") under the symbol "RB". The last
reported sales price of the Common Stock on September 15, 1995 on the New York
Stock Exchange Composite Transactions Tape was $12.125 per share.
________________
An investment in the Shares involves a high degree of risk. Prospective
purchasers should carefully consider the matters set forth under "Risk
Factors".
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_________________
Offers and sales of Shares by the respective Selling Stockholders may be
effected from time to time in one or more transactions, directly by the
respective Selling Stockholders, or through agents, dealers, brokers or
underwriters to be designated from time to time. Such offers or sales may be
effected over the Exchanges, in negotiated off-exchange transactions, in
coordinated public offerings, in a combination of such methods of sale or by
any other legally available means. The selling price of the Shares may be at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at fixed prices or at negotiated prices. The
Company has agreed to pay certain expenses of, and under certain circumstances
to indemnify, the Selling Stockholders in connection with the offering of
Shares contemplated hereby. See "Selling Stockholders" and "Plan of
Distribution".
The date of this Prospectus is September , 1995.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). Such reports,
proxy statements and other information can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at its regional offices at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661
and Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of
such materials can be obtained from the Public Reference Section of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, on payment of
prescribed charges. Such reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New York
Stock Exchange, 20 Broad Street, New York, New York 10005 and the Pacific
Stock Exchange, 301 Pine Street, San Francisco, California 94104, on which
Exchanges the Common Stock is listed.
The Company has filed with the Commission registration statements on
Form S-3 (together with all amendments and exhibits thereto, the "Registration
Statements") under the Securities Act of 1933, as amended (the "Securities
Act") with respect to the Shares. This Prospectus does not contain all the
information set forth in the Registration Statements, certain parts of which
are omitted in accordance with the rules and regulations of the Commission.
Statements contained herein concerning the provisions of documents are
necessarily summaries of such documents, and each statement is qualified in
its entirety by reference to the copy of the applicable document filed with
the Commission. Copies of the Registration Statements and the exhibits are on
file at the offices of the Commission and may be obtained upon payment of the
fees prescribed by the Commission, or may be examined without charge at the
public reference facilities of the Commission described above.
INCORPORATION BY REFERENCE
The following documents have been filed by the Company with the
Commission pursuant to the Exchange Act and are incorporated herein by
reference: (1) the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, as amended by the Company's Amendment No. 1 on Form 10-K/A
dated June 26, 1995; (2) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995; (3) the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995; (4) the description of the Common Stock
contained in the Company's Registration Statement on Form 8-A dated October
19, 1989, as amended by the Company's Post-Effective Amendment No. 2 on Form
8-A/A dated May 27, 1994, relating to the Common Stock; (5) the description of
the Company's Preferred Stock Purchase Rights contained in the Company's
Registration Statement on Form 8-A dated March 22, 1995, relating to the
Preferred Stock Purchase Rights and (6) the Company's Current Reports on Form
8-K dated January 9, 1995, February 16, 1995, February 24, 1995, February 28,
1995, March 2, 1995, March 3, 1995, March 7, 1995, March 16, 1995, April 6,
1995, April 12, 1995, April 18, 1995, April 19, 1995, April 20, 1995, April
21, 1995, May 2, 1995, May 15, 1995, July 14, 1995, July 19, 1995, August 3,
1995, August 21, 1995, August 23, 1995, September 11, 1995 and September 15,
1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of this offering shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of
filing such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein, or in any
other subsequently filed document that also is 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 Prospectus.
The Company will furnish, without charge, to any person to whom a copy
of this Prospectus is delivered, upon such person's written or oral request, a
copy of any and all of the information filed by the Company that has been
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference herein unless such exhibits are
specifically incorporated by reference in such information). Requests for
such copies should be directed to the Company at 901 Threadneedle, Suite 200,
Houston, Texas 77079, Attention: Corporate Secretary (telephone number: (713)
496-5000).
______________________
Unless the context otherwise requires, the term "Reading & Bates" or the
"Company", as used in this Prospectus, means Reading & Bates Corporation and
its subsidiaries taken as a whole.
RISK FACTORS
Prospective purchasers of the Common Stock should consider carefully the
following matters, as well as the information contained elsewhere in this
Prospectus and incorporated herein by reference.
Reliance on Oil and Gas Industry; Depressed Industry Conditions
The Company's business and operations are substantially dependent upon
the condition of the oil and gas industry, the level of offshore oil and gas
drilling activity and the supply of suitable offshore drilling rigs. The
offshore contract drilling industry is a highly competitive and historically
cyclical business. It is characterized by high capital costs, long lead time
for construction of new rigs and numerous industry participants. Offshore
drilling rigs have few alternative uses and, because of their nature and the
environment in which they work, have relatively high costs whether or not
operating. Drilling contracts are generally awarded on a competitive bid
basis and, while an operator selecting a rig may consider, among other things,
quality of service and equipment, pricing is currently a primary factor in
determining which contractor is awarded a job. As is typical in the industry,
the Company does business with a relatively small number of customers at any
given time. The loss of any of such customers could, at least on a short-term
basis, have a material adverse impact on the Company's profitability.
Despite occasional improvements, the market for offshore contract
drilling and related services has been depressed for a prolonged period of
time. Recently, market conditions have improved substantially. There can be
no assurance that such improvements will continue or that market conditions
will be sustained at current levels. Domestically, oil and natural gas prices
have been directly affected by such factors as natural gas production,
availability of new oil and gas leases and government regulations regarding,
among other things, environmental protection, taxation, product allocations,
price controls and import tariffs. Further, many oil companies have postponed
or suspended budgetary approval for more expensive drilling in deep water
and/or harsh environments (a primary area of emphasis of the Company).
Worldwide military, political and economic events, including initiatives by
the Organization of Petroleum Exporting Countries ("OPEC"), are likely to
continue to cause price volatility. Factors which influence demand for the
Company's services include the ability of OPEC to set and maintain production
levels and prices, the level of production by non-OPEC countries, worldwide
demand for oil and gas, and contract and other terms sought by various
governments to explore and develop oil, gas and other hydrocarbon energy
sources. Although the supply of available drilling units in the industry has
declined in recent years, the supply of offshore drilling equipment continues
to exceed demand and the Company cannot predict the future level of demand for
the Company's drilling services.
Intense Competition
The offshore contract drilling market is highly competitive and no one
competitor is dominant. There has been a prolonged period of intense price
competition during which many rigs have been idle for long periods of time.
Consequently, some drilling contractors have gone out of business, sought
protection under the bankruptcy laws or consolidated with other contractors.
Notwithstanding these circumstances, the industry remains highly fragmented
and competitive. The Company believes that competition for drilling contracts
will continue to be intense for the foreseeable future. Certain of the
Company's competitors are larger or have access to greater financial resources
than the Company, which may enable them better to withstand industry
downturns, to compete on the basis of price, to build new rigs or to acquire
existing rigs that become available for purchase.
Limited Liquidity; Restricted Access to Capital; Restrictions on Operations
The Company will require substantial cash flow to meet its principal and
interest repayment obligations on existing indebtedness and dividend payments
on its $1.625 Convertible Preferred Stock, par value $1.00 per share (the
"Preferred Stock"). The ability of the Company to meet such obligations will
be dependent on the Company's future performance and liquidity. The Company's
performance is subject to financial, economic and other factors affecting the
Company, many of which are beyond its control. The Company has had and may
continue to have debt service obligations, capital expenditures and working
capital requirements in excess of its cash provided by operations.
Substantially all of the Company's assets are encumbered and with limited
exceptions, the Company is precluded by the terms of its principal credit
facilities from borrowing funds from other sources without the consent of the
lenders. There can be no assurance that, if the need arises or an opportunity
is presented to improve the condition, variety or quality of its fleet, the
Company could obtain additional debt or equity capital on terms which the
Company would consider reasonable.
The Company's Norwegian subsidiary, Arcade Drilling AS ("Drilling"), is
subject to various restrictions on its ability to obtain additional financing,
pay dividends, make investments, extend credit, guarantee obligations of
others, lease or sell assets, or engage in business combinations. In
addition, Drilling's debt obligations contain a number of financial covenants,
including covenants requiring certain levels of working capital and liquidity.
These restrictions limit, among other things, the ability of Drilling to
obtain additional capital, as well as the ability of the Company to receive
loans, advances or dividends from Drilling. The Company's ability to receive
loans, advances or dividends from Drilling is further restricted by Norwegian
legal restrictions on the funds that may be used for such purposes and rights
of minority shareholders under Norwegian law. There are also restrictions on
the Company's ability to engage in transactions with Drilling under an
agreement with another shareholder of Drilling.
Restrictions Relating to Existing Indebtedness
Under the credit agreement (as amended, the "ING Facility") between the
Company and Internationale Nederlanden Bank N.V. ("ING Bank"), a loan
agreement with The CIT Group/Equipment Financing, Inc. (the "CIT Group"), and
under certain agreements relating to other obligations of the Company,
substantially all of the Company's assets are encumbered and the Company is
subject to various restrictions on its ability to obtain additional financing,
make investments, pay dividends, lease equipment, sell assets and engage in
business combinations. The Company is also required under the ING Facility
and the agreement with the CIT Group to comply with certain financial
covenants and maintain certain financial ratios. The ING Facility was amended
and restated April 27, 1995, and the Company has agreed to repay the ING
Facility by December 31, 1995. Presently, the Company is confident in its
ability to secure replacement financing prior to the maturity of the ING
Facility and management is now evaluating financing alternatives available to
the Company. No assurance can be given, however, that the Company will
succeed in obtaining financing to replace the ING Facility. Failure by the
Company to comply with any of the restrictions and provisions under any of the
above-referenced agreements could result in a default under such agreements,
which in turn could cause such indebtedness to be declared immediately due and
payable.
Under Drilling's bank credit agreement, Drilling is prohibited, under
certain circumstances, from paying dividends and granting loans (including to
the Company). Drilling is also subject to various restrictions and financial
covenants under debt obligations. It is also an event of default under
certain of Drilling's loan agreements if there should occur a material adverse
change in the financial or business condition of Drilling. See "--Limited
Liquidity; Restricted Access to Capital; Restrictions on Operations".
Results of Operations
The Company has reported net income of $2.1 million for the six months
ended June 30, 1995, a net loss applicable to common stockholders of $22.0
million for the year ended December 31, 1994, net income applicable to common
stockholders of $2.6 million for the year ended December 31, 1993, and a net
loss applicable to common stockholders of $1.9 million for the year ended
December 31,1992.
Shares Eligible for Future Sale
As of September 15, 1995, approximately 15% of the outstanding Common
Stock was held by persons who may be deemed "affiliates" (as defined in Rule
144) of the Company. Such shares may be eligible for public resale subject to
the volume and manner of sale limitations of Rule 144 under the Securities
Act. Substantially all of such shares of Common Stock are registered on the
Registration Statements of which this Prospectus is a part. Pursuant to a
Registration Rights Agreement between such persons and the Company as amended
and currently in effect (the "Registration Rights Agreement"), the Company is
obligated to register substantially all of the shares of Common Stock held by
such persons on a "shelf" registration statement filed pursuant to Rule 415
under the Securities Act and to keep such shelf registration statement
continuously effective until the earlier to occur of August 1, 1996 or the
sale by the holders of all of the Shares. Pursuant to the Registration Rights
Agreement, holders of the Shares have waived (i) their rights to effect
underwritten registered public offerings during such period and (ii)
restrictions on underwritten public offerings by the Company during such
period. After the expiration of such period, however, holders of shares of
Common Stock subject to the Registration Rights Agreement will be entitled to
require the Company to register Shares under the Securities Act in connection
with up to seven underwritten registered public offerings.
In September 1994, as partial consideration for the repurchase by the
Company of certain notes or interests (the "Lease Debt") relating to leveraged
leases of the drilling units "C.E. Thornton" and "George H. Galloway" and
the secured financing of the drilling unit "F.G. McClintock", the Company
issued 4,230,235 shares of Common Stock in private placements pursuant to
Common Stock Issuance Agreements (the "1994 Issuance Agreements") between the
Company and the holders of such Lease Debt, at a price per share of $6.375
(the closing price of the Common Stock on the New York Stock Exchange on
August 5, 1994, the last preceding business day prior to the Company's offer
to repurchase the Lease Debt). All of such Shares were initially registered
on the Registration Statements of which this Prospectus is a part. Some of
such Shares have previously been sold under the Registration Statements.
Pursuant to the 1994 Issuance Agreements, the Company is obligated to register
all of such Shares on a "shelf" registration statement filed pursuant to Rule
415 under the Securities Act and to keep such shelf registration statement
continuously effective until the earlier to occur of September 14, 1996 or the
sale of all of such Shares pursuant to any such registration statement.
In September 1995, as partial consideration for the purchase by the
Company of the drilling unit the "Eddie Delahoussaye" (formerly the "Treasure
Driller"), the Company issued 1,232,057 shares of Common Stock in a private
placement pursuant to a Common Stock Issuance Agreement (the "1995 Issuance
Agreement") between the Company and DeepFlex Production Partners L. P., at a
price per share of $11.94 (the average of the high and low trading price of
the Common Stock on the New York Stock Exchange on August 30, 1995, the last
preceding business day prior to the execution of definitive agreements with
respect to the Company's offer to purchase the drilling unit). All of such
Shares are registered on one of the Registration Statements of which this
Prospectus is a part. Pursuant to the 1995 Issuance Agreement, the Company is
obligated to register all of such Shares on a "shelf" registration statement
filed pursuant to Rule 415 under the Securities Act and to keep such shelf
registration statement continuously effective until the earlier to occur of
the first anniversary of the effectiveness of such registration or the sale of
all of such Shares pursuant to any such registration.
Future sales of Common Stock, either pursuant to Rule 144 or the
Registration Statements of which this Prospectus is a part, or the perception
that such sales may occur, could adversely affect the prevailing market price
for the Common Stock. See "Selling Stockholders" and "Plan of Distribution".
Potential Restrictions on Sales of Shares to Non-U.S. Citizens
As the indirect owner, through certain of its subsidiaries, of mobile
offshore drilling units registered or formerly registered as vessels under
U.S. flag, the Company is subject to the provisions of the Shipping Act, 1916,
which restrict the sale of U.S. flag vessels or the controlling interest in
them to non-U.S. citizens without the consent of the Secretary of
Transportation, acting through the United States Maritime Administration
("MARAD"). In the case of a sale of a U.S. flag vessel, MARAD's prior written
consent will be required before such transaction can be completed and MARAD
may require as a condition to its consent that the purchaser enter into a
contract with MARAD concerning the future use and control of the vessel. In
the case of the transfer of a controlling interest in a company which owns a
U.S. flag vessel, MARAD's prior written consent will also be required and may
or may not be conditioned upon the seller or the purchaser entering into
agreements with MARAD. In connection with the transfer of control of the
Company to non-U.S. citizens which occurred after September 1, 1989, the
Company obtained the written consent of MARAD to such transfer, but such
consent was limited to the specific non-U.S. citizens named in MARAD's
consent. Any future change in control of the Company involving non-U.S.
citizens would similarly require MARAD's consent. Failure to obtain MARAD's
consent to the sale of a rig to a non-U.S. citizen or to the transfer of a
controlling interest in the Company or in a rig-owning company to non-U.S.
citizens would give MARAD the right to exercise various remedies provided by
the Shipping Act, 1916, including the forfeiture of the rig or rigs involved,
civil penalties (including fines) and certain misdemeanor criminal penalties.
Absence of Dividends on Common Stock
The Company has not paid any cash dividends on the Common Stock since
the first quarter of 1986 and does not anticipate paying dividends on the
Common Stock at any time in the foreseeable future.
Governmental Regulation and Environmental Matters
The Company's operations are subject to numerous domestic and foreign
governmental laws and regulations that may relate directly or indirectly to
the contract drilling industry, including, without limitation, laws and
regulations controlling the discharge of materials into the environment,
requiring removal and cleanup under certain circumstances or otherwise
relating to the protection of the environment, and certification, licensing
and other requirements imposed by treaties, laws, regulations and conventions
in the jurisdictions in which the Company operates. For example, as an
operator of mobile offshore drilling units in navigable United States waters
and other offshore areas, the Company may be liable for damages and for the
cost of removing oil spills for which it is found to be responsible, subject
to certain limitations. Laws and regulations protecting the environment have
generally become more stringent in recent years, and may in certain
circumstances impose "strict liability," rendering a person liable for
environmental damage without regard to negligence or fault on the part of such
person. Such laws and regulations may expose the Company to liability for the
conduct of operations or conditions caused by others, or for acts of the
Company which were in compliance with all applicable laws at the time such
acts were performed. The Company does not believe that environmental
regulations have had any material adverse effect on its capital expenditures,
results of operations or competitive position, and does not anticipate that
any material expenditures will be required for compliance with existing laws
and regulations. However, the modification of existing laws or regulations or
the adoption of new laws or regulations curtailing or increasing the effective
cost of exploratory or developmental drilling for or production of oil and gas
for economic, environmental or other reasons could have a material adverse
effect on the Company's operations. The Company's operations in the Gulf of
Mexico are subject to the U.S. Oil Pollution Act of 1990 ("OPA '90") and the
regulations promulgated pursuant thereto. The Company generally seeks to
obtain indemnity agreements whenever possible from the Company's customers
requiring such customers to hold the Company harmless from liability for
pollution that originates below the water surface (including, where
applicable, liability under OPA '90) and maintains marine liability insurance
and contingent energy, exploration and development insurance which affords the
Company limited protection. When obtained, such contractual indemnification
protection may not in all cases be supported by adequate insurance maintained
by the customer. There is no assurance that any such insurance or contractual
indemnity protection will be sufficient or effective under all circumstances.
Operating Risks
The Company's operations are subject to the many hazards inherent in the
drilling industry, including such dangers as blowouts and well fires. The
Company's equipment is also subject to hazards inherent in marine operations,
either while on site or under tow, such as capsizing, sinking, grounding,
collision and damage from severe weather conditions. These hazards can cause
personal injury and loss of life, severe damage to and destruction of property
and equipment, pollution or environmental damage and suspension of operations.
The Company maintains such insurance protection as it believes to be adequate
and in accordance with industry practice against normal risks in its
operations. In addition, the Company generally seeks to obtain indemnity
agreements whenever possible from the Company's customers requiring such
customers to hold the Company harmless in the event of loss of production or
reservoir damage. There is no assurance that any such insurance or
contractual indemnity protection will be sufficient or effective under all
circumstances or against all hazards to which the Company may be subject. The
occurrence of a significant event not fully insured or indemnified against or
the failure of a customer to meet its indemnification obligations could
materially and adversely affect the Company's operations and financial
condition. Moreover, no assurance can be given that the Company will be able
to maintain adequate insurance in the future at rates it considers reasonable.
Foreign Operations
The Company's drilling units and operations are geographically dispersed
throughout the world, and are therefore subject to various political, economic
and other uncertainties, including, among others, the risks of war,
expropriation, nationalization, renegotiation or nullification of existing
contracts, taxation policies, foreign exchange restrictions, changing
political conditions, international monetary fluctuations and foreign
governmental regulations which favor or require the awarding of drilling
contracts to local contractors or require foreign contractors to employ
citizens of, or purchase supplies from, a particular jurisdiction.
Furthermore, changes in domestic or foreign governmental regulations, which
may at any time become applicable to the Company or its operations, could
reduce demand for the Company's services, or adversely affect the Company's
ability to compete for customers. Currently, when conducting drilling
operations in areas the Company perceives as politically unstable, the Company
either (i) negotiates contracts providing for indemnification against
expropriation and certain other political risks, or (ii) to the extent
available and practical, purchases insurance covering such risks.
Certain Provisions Relating to Changes in Control
The Company's Restated Certificate of Incorporation and Bylaws contain
provisions which may have the effect of delaying, deferring or preventing a
change in control of the Company. The Preferred Stock Purchase Rights
approved by the Company's Board of Directors in March 1995 may render more
difficult or discourage attempts to acquire the Company without the prior
approval of the Board of Directors. Additionally, Section 203 of the Delaware
General Corporation Law restricts certain "business combinations" between
interested stockholders and the Company, which may render more difficult or
tend to discourage attempts to acquire the Company without the prior approval
of the Board of Directors.
THE COMPANY
Reading & Bates Corporation was incorporated in 1955 under the laws of
the State of Delaware. The Company provides contract drilling services in
major offshore oil and gas producing areas worldwide. The Company's principal
executive offices are located at 901 Threadneedle, Suite 200, Houston, Texas
77079, and its telephone number is (713) 496-5000.
The Company's offshore drilling fleet currently consists of eleven
jack-up drilling units, six semisubmersible drilling units and two drilling
tenders. The Company intends to continue to modernize its fleet, and in that
regard continues to consider the selective acquisition of existing rigs,
directly or through business combination transactions, but does not currently
contemplate entering into arrangements for the construction of any new rigs.
USE OF PROCEEDS
The net proceeds from any sale of Shares hereunder will be received by
the respective Selling Stockholders. The Company will not receive any
proceeds from any sale of Shares by any Selling Stockholder.
SELLING STOCKHOLDERS
Set forth below are the names of each Selling Stockholder, the number of
shares of Common Stock owned as of the date of this Prospectus by each Selling
Stockholder, the number of Shares which may be offered by each Selling
Stockholder, the number of shares of Common Stock to be owned by each Selling
Stockholder upon completion of the offering contemplated hereby and the
percentage of total shares of Common Stock outstanding owned by each Selling
Stockholder upon completion of the offering contemplated hereby. <PAGE>
<TABLE>
<CAPTION>
Number of Percent
shares which Number of of total
may be shares shares
offered owned if outstanding
Number pursuant all shares owned upon
shares to this are sold completion
Selling Stockholder owned(1) Prospectus (1)(2) of offering
------------------- --------- ----------- ---------- -----------
<S> <C> <C> <C> <C>
Forreal Inc. (3) 73,227 73,227 0 *
DeepFlex Production
Services, Inc. 1,232,057 1,232,057 0 *
Grace Brothers, Ltd. 352,100 352,100 0 *
Greenwing Investments,
Inc. (3) 25,220 25,220 0 *
Greenwing Ltd. (3) 1,327,271 1,327,271 0 *
John Hancock Mutual
Life Insurance
Company(4) 3,097,924 1,594,756 1,503,168 2.51%
Knights of Columbus 159,857 132,000 27,857 *
Massachusetts Mutual
Life Insurance
Company 144,000 144,000 0 *
Pan-American Life
Insurance Company 117,081 87,822 29,259 *
RBY, Ltd. (3) 2,517,409 2,517,409 0 *
Torarica N.V. (3) 146,454 146,454 0 *
Whitman Heffernan &
Rhein Workout
Fund, L.P. (5) 3,646,563 3,646,563 0 *
WHR Management
Company, L.P. (5) 127,211 127,211 0 *
Workships
Intermediaries,
N.V. (3) 1,342,425 1,342,425 0 *
---------- ---------- --------- ----
Total: 14,308,799 12,748,515 1,560,284 2.51%
========== ========== ========= ====
_______________________
* Less than one percent
<FN>
(1) Includes shares of Common Stock as to which such Selling Stockholder is
the "beneficial owner" as defined in Rule 13d-3 under the Exchange Act,
except that (i) shares of Common Stock which may be deemed, pursuant to
such Rule, to be beneficially owned by more than one Selling Stockholder
are included only for the Selling Stockholder which may currently offer
and sell such Shares pursuant to the Registration Statements and (ii)
securities, if any, that may be held by a Selling Stockholder or its
affiliates in investment accounts, trust accounts, custody accounts or
other similar fiduciary capacities are excluded from the above table.
(2) Assumes no other acquisition of shares of Common Stock after the date of
this Prospectus.
(3) Based upon information contained in a Schedule 13D, as amended as of
March 7, 1995, which was filed by BCL Investment Partners, L.P. ("BCL")
and the other reporting persons (the "Reporting Persons") named therein,
and upon certain other information available to the Company, effective
November 14, 1994, the partners of BCL voted to dissolve BCL, and BCL
distributed to its partners substantially all of its assets, including
60,250 shares of Common Stock held by it. In addition, BCL conveyed
20,000 shares of Common Stock of the Company to Greenwing Investments,
Inc. ("Greenwing"), to be held in trust to satisfy liabilities of BCL.
To the extent any such shares remain after Greenwing determines that all
liabilities of BCL have been discharged or provided for, such remaining
shares will be distributed to the former partners of BCL in proportion
to their ownership interests in BCL. The Schedule 13D states that as a
result of such distribution and dissolution, BCL no longer holds any
shares of Common Stock in its name and the Reporting Persons ceased to
constitute or act as a group with respect to their ownership of shares
of Common Stock. Based upon the Schedule 13D and other information
available to the Company, the Company believes that Dr. Willem Cordia
and Dr. Macko Laqueur (a director of the Company) control Workship
Intermediaries, N.V. and Paul B. Loyd, Jr., the Company's chairman and
chief financial officer, controls Greenwing Ltd. ("Ltd.") and Greenwing.
RBY, Inc. is an indirect wholly-owned subsidiary of Chemical Banking
Corporation. Mr. Arnold L. Chavkin (a director of the Company) is
president of the Chemical Banking Corporation affiliate which controls
RBY, Inc. Workships and Greenwing Ltd. have each entered into
agreements pledging all of their respective holdings of Common Stock to
ING Bank.
(4) Based upon information contained in a Schedule 13G, dated January 27,
1995, filed by John Hancock Mutual Life Insurance Company, and upon
certain other information available to the Company.
(5) Based upon information contained in a Schedule 13D, as amended as of
July 14, 1995, as filed by WHR Management Company, L.P., as general
partner of R&B Investment Partnership, L.P. and Whitman Heffernan &
Rhein Workout Fund, L.P. (the "WHR Partnerships"), and upon certain
other information available to the Company. Martin J. Whitman, James P.
Heffernan and C. Kirk Rhein, Jr. are general partners of WHR Management
Company, L.P. Mr. Rhein serves as Vice Chairman and a director of the
Company. Each of Messrs. Whitman, Heffernan and Rhein disclaims
beneficial ownership of the Common Stock held by the WHR Partnerships.
Pursuant to an agreement between the Company and R&B Investment
Partnership, L.P., certain compensation and benefits (including an award
of 90,000 shares of restricted Common Stock to Mr. Rhein under the
Company's 1992 Long-Term Incentive Plan) are payable to WHR Management
Company, L.P. Such restricted stock award shares are included in the
shares listed for such firm in the table above, and Mr. Rhein disclaims
beneficial ownership of such shares.
</TABLE>
Of the Shares originally included in the Registration Statements of
which this Prospectus is a part, 1,232,057 Shares were issued to DeepFlex
Production Services, Inc. pursuant to the 1995 Issuance Agreement in
connection with the Company's purchase of a drilling unit in September 1995,
4,230,235 Shares were issued pursuant to the 1994 Issuance Agreements in
connection with the Company's repurchase of certain lease obligations in
September 1994 and 31,533,614 Shares were issued in connection with the
Company's recapitalization in March 1991, which involved the issuance of
approximately 39.6 million shares of Common Stock and the incurrence of
approximately $76.2 million in senior secured obligations in exchange for the
elimination of approximately $414.6 million of existing obligations relating
to a prior debt and equity restructuring by the Company in September 1989.
See "Risk Factors -- Shares Eligible for Future Sale" herein and "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Financial Condition" in the Company's Annual Report on Form 10-K for the year
ended December 31, 1994 which is incorporated herein by reference.
For more than the past three years, certain of the Selling Stockholders
have engaged in various transactions with the Company in the course of
providing financing to the Company and in connection with the Company's 1989
restructuring and 1991 recapitalization. See "Risk Factors -- Shares Eligible
for Future Sale". Reference is made to Items 7, 10, 11, 12 and 13 of the
Company's Annual Report on Form 10-K for the year ended December 31, 1994,
which is incorporated herein by reference.
Pursuant to the Registration Rights Agreement, the 1995 Issuance
Agreement and the 1994 Issuance Agreements, the Company has agreed to pay
certain fees, disbursements and expenses of the offering, and substantially
all of the expenses of the Selling Stockholders with respect to the offering
of Shares contemplated hereby, including all registration and filing fees,
printing expenses, the Company's auditors' fees, listing fees, registrar and
transfer agent's fees, certain fees and disbursements of counsel to the
Selling Stockholders in connection with such offering, fees and disbursements
of outside counsel to the Company, expenses of complying with applicable
securities or "blue sky" laws and the fees of the National Association of
Securities Dealers, Inc. in connection with its review, if any, of such
offering. The Company estimates aggregate expenses payable by the Company to
be $80,000.
PLAN OF DISTRIBUTION
Each Registration Statement is a "shelf" registration pursuant to Rule
415 ("Rule 415") promulgated by the Commission under the Securities Act. In
relevant part, Rule 415 permits registration of securities for an offering to
be made on a continuous basis in the future where such securities are offered
and sold by persons other than the registrant, the registrant's subsidiary or
a person of which the registrant is a subsidiary.
Pursuant to the Registration Rights Agreement, the 1995 Issuance
Agreement and the 1994 Issuance Agreements, the Company is obligated to keep
the registration of the Shares continuously effective until the earlier to
occur of the sale of such Shares pursuant to the Registration Statements or
(i) August 1, 1996 (in the case of Shares registered pursuant to the
Registration Rights Agreement), (ii) September 14, 1996 (in the case of Shares
registered pursuant to the 1994 Issuance Agreements) or (iii) the first
anniversary of effectiveness of registration (in the case of Shares registered
pursuant to the 1995 Issuance Agreement). See "Risk Factors -- Shares Eligible
for Future Sale".
Offers and sales of Shares by the respective Selling Stockholders may be
effected from time to time in one or more transactions, directly by the
respective Selling Stockholders, or through agents, dealers, brokers or
underwriters to be designated from time to time. Such offers or sales may be
effected over the Exchanges (including crosses or block transactions), in
negotiated off-exchange transactions, in coordinated public offerings, in a
combination of such methods of sale or by any other legally available means.
The selling price of the Shares may be at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at fixed prices
or at negotiated prices. Certain Selling Stockholders may also from time to
time offer Shares in underwritten or coordinated block transactions through
underwriters, dealers or agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders or the purchasers of Shares for whom they may act as agents.
At the time any underwritten or coordinated distribution of Shares is
made, to the extent required, a supplement to this Prospectus will be
distributed which will set forth the aggregate number of Shares being offered
and the terms of the offering, including the name or names of any
participating Selling Stockholders, underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Stockholders and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
Selling Stockholders and any underwriters, dealers and agents
participating in an underwritten or coordinated distribution of the Shares may
be deemed to be underwriters, and any discounts or commissions received by
them and any profit received by them on the resale of the Shares may be deemed
to be underwriting discounts and commissions, under the Securities Act.
Selling Stockholders, underwriters, dealers and agents who participate in the
distribution of the shares, and their officers, directors and controlling
persons, may be, under certain circumstances, entitled under, or in accordance
with, the Registration Rights Agreement, the 1995 Issuance Agreement or the
1994 Issuance Agreements to indemnification by the Company against certain
liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments that such persons may be required to
make in respect of such liabilities. Underwriters, dealers and agents may
engage in transactions with, or perform services for, the Company and its
subsidiaries in the ordinary course of their respective businesses.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
Shares may not be sold unless the Shares have been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and complied with.
LEGAL MATTERS
Certain legal matters in connection with the Shares offered hereby will
be passed upon by Wayne K. Hillin, Esq., Senior Vice President, General
Counsel and Secretary of the Company. As of the date of this Prospectus, Mr.
Hillin was the beneficial owner of 10,505 shares of Common Stock and holds
options to purchase an additional 80,000 shares of Common Stock.
EXPERTS
The consolidated balance sheets as of December 31, 1994 and 1993 and the
consolidated statements of operations, cash flows and stockholders' equity
(deficit) for each of the three years ended in the period December 31, 1994
incorporated by reference in this Prospectus and elsewhere in the Registration
Statements have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and is
incorporated by reference herein in reliance upon the authority of said firm
as experts in accounting and auditing in giving said report.
With respect to the unaudited interim financial information for the
quarters ended March 31, 1995 and June 30, 1995, Arthur Andersen LLP has
applied limited procedures in accordance with professional standards for a
review of that information. However, their separate reports thereon state that
they did not audit and they do not express an opinion on that interim
financial information. Accordingly, the degree of reliance on their reports on
that information should be restricted in light of the limited nature of the
review procedures applied. In addition, the accountants are not subject to the
liability provisions of Section 11 of the Securities Act of 1933 for their
reports on the unaudited interim financial information because neither report
is a "report" or a "part" of the Registration Statements prepared or certified
by the accountants within the meaning of Sections 7 and 11 of the Act.
<PAGE>
==================================== ====================================
No person is authorized to give any
information or to make any
representation not contained in this
Prospectus, and, if given or made,
such information or representation
must not be relied upon as having
been authorized by the Company, any
Selling Stockholder or any
underwriter. This Prospectus does
not constitute an offer to sell, or
a solicitation of an offer to buy,
any security other than the
securities offered hereby, nor does
it constitute an offer to sell, or a 12,748,515
solicitation of an offer to buy, any Shares
of the securities offered hereby to
any person in any jurisdiction in
which it is unlawful to make such
offer or solicitation. Neither the
delivery of this Prospectus nor any
sale made hereunder shall, under any
circumstances, create an implication
that there has been no change in the
affairs of the Company since the
date hereof or that the information
herein is correct as of any time
subsequent to its date.
____________________ READING & BATES CORPORATION
TABLE OF CONTENTS
Available Information . . .
Incorporation by Reference COMMON STOCK
Risk Factors . . . . . . . .
The Company . . . . . . . .
Use of Proceeds . . . . . .
Selling Stockholders . . . .
Plan of Distribution . . . .
Legal Matters . . . . . . .
Experts . . . . . . . . . .
Prospectus 1995
==================================== ====================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
An itemized statement of the estimated amount of all expenses in
connection with the distribution of the securities registered hereby is as
follows:
<TABLE>
<S> <C>
Securities and Exchange Commission
registration fee . . . . . . . . . . . . . . . . . . . . . . $ 5,072
Legal fees and expenses . . . . . . . . . . . . . . . . . . . . 50,000
Accounting fees and expenses . . . . . . . . . . . . . . . . . 10,000
Printing and word processing expenses . . . . . . . . . . . . . 10,000
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . 4,928
--------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . $ 80,000
========
</TABLE>
________________
Item 15. 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 $20,000,000 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 16. Exhibits.
(a) Exhibits:
* Exhibit 3.1 - The Registrant's Restated Certificate of Incorporation, as
amended. (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.)
* Exhibit 3.2 - 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.)
* Exhibit 3.3 - Bylaws. (Filed as Exhibit 3.1 to the Company's Form 8-K
dated March 3, 1995 and incorporated herein by reference.)
* Exhibit 4.1 - Form of the Registrant's Common Stock Certificate. (Filed as
Exhibit 4.6 to Registration No. 33-51120 and incorporated
herein by reference.)
* Exhibit 4.2 - 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 4.3 - Amendment No. 1, dated as of September 1, 1992, to the
Registration Rights Agreement filed as Exhibit 4.2 hereto.
(Filed as Exhibit 4.18 to Registration No. 33-51120 and
incorporated herein by reference.)
* Exhibit 4.4 - Amendment No. 2, dated as of June 1, 1993, to the
Registration Rights Agreement filed as Exhibit 4.2 hereto.
(Filed as Exhibit 4.8 to Registration No. 33-65476 and
incorporated herein by reference.)
* Exhibit 4.5 - Amendment No. 3, dated as of August 1, 1994, to the
Registration Rights Agreement filed as Exhibit 4.2 hereto.
(Filed as Exhibit 4.5 to Registration No. 33-56029 and
incorporated herein by reference.)
* Exhibit 4.6 - Form of Common Stock Issuance Agreement dated as of August
24, 1994 between the Registrant and the Purchasers named
therein. (Filed as Exhibit 4.6 to Registration No. 33-56029
and incorporated herein by reference.)
** Exhibit 4.7 - Form of Common Stock Issuance Agreement dated as of August
31, 1995 between the Registrant and the Purchaser named
therein.
** Exhibit 5 - Opinion of Wayne K. Hillin, Esq.
** Exhibit 15 - Letter regarding unaudited interim financial information.
** Exhibit 23.1 - Consent of Arthur Andersen LLP
Exhibit 23.2 - Consent of Wayne K. Hillin, Esq. (included in his opinion
filed as Exhibit 5).
Exhibit 24 - Powers of Attorney (included on the signature pages hereto).
_______________________
* Incorporated by reference.
** Filed herewith.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sale are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) any deviation from the low or high and
of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;
(iii) 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference 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 initial
bona fide offering thereof.
(3) To remove from registration by means of the post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
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
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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.
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 provisions set forth in response to Item 15, 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, Reading &
Bates Corporation certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on
September 18, 1995.
READING & BATES CORPORATION
By: /s/Paul B. Loyd, Jr.
-----------------------
Paul B. Loyd, Jr.
Chairman, President and Chief
Executive Officer
Each person whose signature appears below hereby authorizes each of Paul
B. Loyd, Jr., C. Kirk Rhein, Jr. and Tim W. Nagle (the "Agents") to file one
or more amendments (including post-effective amendments) to the registration
statement, which amendments may make such changes in the registration
statement as such Agent deems appropriate and each such person hereby appoints
each such Agent as attorney-in-fact to execute in the name and on behalf of
each such person, individually and in each capacity stated below, any such
amendments to the registration statement.
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 September 18, 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/C. Kirk Rhein, Jr. Vice Chairman and Director
------------------------
(C. Kirk Rhein, Jr.)
/s/Tim W. Nagle Vice President and Chief Financial
------------------------ Officer (Principal Financial and
(Tim W. Nagle) Accounting Officer)
/s/Arnold L. Chavkin Director
------------------------
(Arnold L. Chavkin)
/s/Macko A. E. Laqueur Director
------------------------
(Macko A. E. Laqueur)
/s/Charles A. Donabedian Director
------------------------
(Charles A. Donabedian)
/s/Ted Kalborg Director
------------------------
(Ted Kalborg)
/s/J. W. McLean Director
------------------------
(J.W. McLean)
/s/Robert L. Sandmeyer Director
------------------------
(Robert L. Sandmeyer)
/s/Steven A. Webster Director
------------------------
(Steven A. Webster)
EXHIBIT 4.7
COMMON STOCK ISSUANCE AGREEMENT
This Common Stock Issuance Agreement (the "Agreement") Corporation (the
"Company") and DeepFlex Production Partners L.P. (the "Purchaser").
Capitalized terms used but not defined herein are used as defined in the
Memorandum of Agreement dated August 31, 1995 between the Company and FPS II,
Inc. on behalf of the Purchaser (the "Purchase Agreement").
Recitals
1. Each of the Company and FPS II, Inc., as holder of legal title for
the benefit of DeepFlex Production Partners L.P. of that certain
semisubmersible drilling rig "FPS EDDIE DELAHOUSSAYE" (EX-"TREASURE DRILLER")
registered in the Commonwealth of Bahamas, has entered into and agreed to
perform the Purchase Agreement.
2. In connection with the transactions contemplated by the Purchase
Agreement, the Company has agreed to issue certain shares (the "Shares") of
its Common Stock, $.05 par value (the "Common Stock"), to the Purchaser as
provided in the Purchase Agreement.
3. The Purchaser has requested that the Company undertake to register
the Shares under the Securities Act of 1933, as amended (the "Act"), for
resale from time to time following the date of the closing referred to in the
Purchase Agreement (the "Closing Date").
Accordingly, in consideration of the premises and the mutual agreements
contained herein and in the Purchase Agreement, the parties hereto hereby
agree as follows:
Section 1. Agreements to Issue and Purchase.
Subject to all the terms and conditions set forth herein and in the
Purchase Agreement, (i) the Company hereby agrees to issue and sell in a
private offering to the Purchaser and (ii) the Purchaser agrees to acquire
from the Company, 1,232,057 Shares.
Section 2. Delivery of the Shares.
Issuance and delivery to the Purchaser (or its nominee as described in
Section 9(i) hereof) of the Shares by the Company shall be made at the
closing referred to in the Purchase Agreement promptly following the receipt
by the Company of listing approval for the Shares on the New York Stock
Exchange. The place and time of delivery for the Shares may be varied by
agreement between the Purchaser and the Company.
Section 3. Legends; Transfer Restrictions.
(a) To insure compliance with the applicable provisions of the Act and
the terms of this Agreement, no Shares shall be sold or transferred except in
a transaction permitted by this Section 3 or involving the registration of
such Shares under the Act.
(b) Except as otherwise provided in Section 3(e) hereof, each
certificate for any Shares shall be issued with a legend in substantially the
following form:
"The transfer of the securities represented by this certificate is
subject to the conditions specified in that certain Common Stock Issuance
Agreement dated as of August 31, 1995, with Reading & Bates Corporation (the
"Company"), as the same may from time to time be amended. The securities
represented by this certificate have not been registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or under
any state securities or laws and may not be offered or sold unless such offer
or sale is made pursuant to an effective registration statement under the
Securities Act or is made in a transaction exempt from the registration
requirements of the Securities Act and applicable state securities laws.
(c) Each holder of Shares shall have the right to transfer Shares (i)
to any Person who agrees in writing to take the same subject to the terms and
provisions of this Agreement or (ii) pursuant to Rule 144 or Regulation S
under the Act or any successor rule or regulation thereto; provided, that in
the case of clause (i) above, no such transfer shall be effective unless the
written agreement providing for such transfer includes representations and
warranties (expressed to be for the benefit of the Company as well as all
other holders of Shares) substantially in the form set forth in Section 6
hereof (other than clause (e) thereof) and signed counterparts of such
agreement are delivered to the Company. Each such transferee shall be
subject to the same transfer restrictions imposed by this Agreement.
(d) Notwithstanding anything to the contrary in this Agreement, no
holder of Shares shall transfer any Shares pursuant to Section 3(c) hereof,
and no such transfer shall be effective, unless such holder has delivered to
the Company an opinion of counsel reasonably satisfactory to the Company
(which counsel may include attorneys who are employees of such holder) that
registration in respect of such transfer is not required under the Act.
(e) Notwithstanding the foregoing provisions of this Section 3, all of
the restrictions imposed hereby upon the transferability of the Shares shall
terminate as to such Shares when:
(i) they have been registered under the Act and sold in accordance
with such registration; or
(ii) counsel reasonably satisfactory to the Company has rendered an
opinion to the Company that all of the Shares may be freely sold to the
public without compliance with the registration provisions of the Act
or any volume or manner of sale restrictions under Rule 144; or
(iii) counsel reasonably satisfactory to the Company has rendered an
opinion to the Company that such Shares may be freely sold to the
public without compliance with the registration provisions of the Act.
Whenever the restrictions imposed by this Section 3 terminate as to any
Shares, the holder thereof shall be entitled to receive from the Company,
upon certification by the holder as to the circumstances of such termination
to the reasonable satisfaction of the Company, without expense, a new
certificate not bearing the legends otherwise required pursuant to this
Section 3.
Section 4. Registration by the Company.
The Company and the Purchaser hereby agree as follows:
(a) The Company undertakes and agrees to take all action required to
permit the holders of the Shares to offer and sell the Shares pursuant to an
effective registration statement covering the Shares (a "Registration
Statement") at all times during the Registration Period (as defined below)
and to ensure that one or more Registration Statement(s) and any related
prospectus (each, a "Prospectus") remain continuously effective and in full
compliance with all applicable provisions of the Act, the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and the respective rules and
regulations of the Securities and Exchange Commission (the "Commission")
thereunder (the "Rules and Regulations") until the end of the Registration
Period. In furtherance of the foregoing, the Company shall file a "shelf"
Registration Statement within 30 days of the Closing Date and shall
thereafter use its best efforts to cause such Registration Statement to be
declared effective as soon thereafter as practicable.
(b) The "Registration Period" shall begin on the date that a
Registration Statement with respect to the Shares is declared effective and
shall continue until terminated by the Company by notice to the holders of
Shares; provided, that the Company shall not terminate the Registration
Period prior to the earlier to occur of (i) the first anniversary of the date
on which the Registration Statement is first declared effective or (ii) the
sale of all of the Shares pursuant to a Registration Statement.
Notwithstanding the foregoing, the Registration Period shall be extended by a
period of time following such first anniversary equal to any period of time
that offers and sales of Shares under the Registration Statement are
prevented by any stop order, injunction or other action of the Commission or
any Notice of Amendment pursuant to Section 4(e).
(c) During the Registration Period, the Company will advise holders of
Shares promptly in writing: (i) of any request by the Commission for
amendment of or a supplement to the Registration Statement or the Prospectus
or for additional information; (ii) of the issuance of any stop order
suspending the effectiveness of the Registration Statement or of the
suspension of qualification of the Shares for offering or sale in any
jurisdiction or the initiation of any proceeding for such purpose; and (iii)
of any change in the Company's condition (financial or other) business,
prospects, properties, net worth or results of operations, or of the
happening of any event, which makes any statement of a material fact made in
the Registration Statement or the Prospectus (as then amended or
supplemented) untrue or which requires the making of any additions to or
changes in the Registration Statement or the Prospectus (as then amended or
supplemented) in order to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, or of
the necessity to amend or supplement the Prospectus (as then amended or
supplemented) to comply with the applicable requirements of the Act or the
Exchange Act or the Rules and Regulations. If at any time a stop order
suspending the effectiveness of the Registration Statement shall be issued,
the Company will make every reasonable effort to obtain the withdrawal of
such order at the earliest possible time.
(d) During the Registration Period, the Company will expeditiously
deliver to each holder of Shares, without charge, such number of copies of
the Registration Statement and the Prospectus and of any amendment or
supplement thereto as each holder of Shares may reasonably request. The
Company consents to the use of the Registration Statement and the Prospectus
and of any current amendment or supplement thereto by each holder of Shares
for non-underwritten resales of Shares during the Registration Period in
accordance with the Act, the Exchange Act and the Rules and Regulations.
(e) If during the Registration Period any event shall occur that in the
judgment of the Company is required to be set forth in the Prospectus as then
amended or supplemented or should be set forth therein in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading, or if it is necessary to supplement or amend the
Prospectus or to file under the Exchange Act any document which, upon filing,
will be incorporated by reference therein in order to comply with the Act,
the Exchange Act or the Rules and Regulations, the Company will forthwith
notify the holders of Shares in writing of such event or requirement (a
"Notice of Amendment") and prepare and file with the Commission an
appropriate supplement or amendment thereto and furnish copies thereof,
together with a written notice of such amendment or supplement ("Notice of
Correction"), to the holders of Shares. Following any Notice of Amendment
as aforesaid, no holder of Shares shall effect any offer or sale of Shares
prior to receipt from the Company of a Notice of Correction, which notice
shall include a statement that sales of the Shares are again permitted under
the Registration Statement. Each holder of Shares included in the
Registration Statement undertakes and agrees expeditiously to provide a
complete and accurate Holder Questionnaire or otherwise confirm to the
Company any information regarding such holder included or required to be
included in the Registration Statement, to update such holder's Holder
Questionnaire whenever necessary and to inform the Company in writing of any
additions to or other changes in such information, including any changes in
the number of Shares or other securities of the Company from time to time
owned by such holder.
(f) In connection with each Registration Statement, the Company shall
pay all filing fees of the Commission, printing expenses, stock exchange
listing fees, Company counsel and auditor fees (but not fees of counsel or
auditors for the holders of Shares), registrar and transfer agent fees and
"blue sky" and National Association of Securities Dealers, Inc. fees.
(g) The Company will not take, directly or indirectly, any action
designed to or that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Common Stock in connection
with the issuance of the Shares contemplated hereby.
(h) The Company shall (i) apply to the New York Stock Exchange for the
listing of the Shares thereon prior to the Closing Date, (ii) use its best
efforts to have the Shares approved for listing, subject to notice of
issuance, thereon and (iii) maintain the listing of the Shares thereon as
long as the Common Stock is so listed.
(i) Notwithstanding anything to the contrary in this Agreement, the
Company shall be permitted to effect the registration, issuance, offer,
underwriting and/or sale of securities issued by the Company or its
subsidiaries (whether issued and outstanding prior to or subsequent to the
date hereof) at any time during the Registration Period (including, without
limitation, by including other securities issued by the Company in a
Registration Statement or by extending any existing shelf registration
pursuant to Rule 415 under the Act) and, except as expressly provided herein,
holders of Shares shall not be entitled to participate in any such
registration, offering or transaction without the Company's prior consent.
(j) In connection with a reasonable and customary due diligence
investigation relating to a Registration Statement, the Company shall (i)
make reasonably available for inspection by holders of Shares and their
attorneys, accountants and other agents and representatives all relevant
financial and other records, corporate documents and properties and (ii)
cause the Company's officers, directors and employees to cooperate in
supplying all information reasonably requested by such persons; provided,
that any information that is designated by the Company as confidential shall
be kept confidential by such persons, unless disclosure thereof is required
by applicable law or regulation or such information becomes publicly
available other than as a result of a breach hereof by any such person.
(k) In the event that a Registration Statement is effective and
available to the holders for resales of Shares for less than 330 days during
the 365-day period immediately following the Closing Date, at any time that
the Shares are not registered for resale pursuant to an effective
Registration Statement, the Purchaser shall be entitled to one demand
registration and unlimited "piggyback" registrations with respect to the
Shares as provided in this Section 4(k):
(i) Demand Registrations.
(A) Upon the written demand of the Purchaser to the Company
specifying the number of Shares to be registered and the intended method of
disposition thereof, the Company will promptly prepare and file, and will
thereafter use its best efforts to cause to be declared effective, a
Registration Statement covering such Shares as promptly thereafter as
possible.
(B) The Company shall enter into such customary agreements (including
an underwriting agreement in customary form) and take all such other actions
as the holders of a majority of the Shares being sold or the managing
underwriter or underwriters retained by holders participating in an
underwritten public offering, if any, reasonably request in order to expedite
or facilitate the disposition of the Shares.
(C) The Company, if requested by the managing underwriter or
underwriters, if any, or by any holder of Shares covered by the Registration
Statement, shall promptly incorporate in a prospectus supplement or post-
effective amendment such information as the managing underwriter or
underwriters or such holder, as the case may be, reasonably requests to be
included therein, including, without limitation, information with respect to
the number of Shares being sold by such holder to any underwriter or
underwriters, the purchase price being paid therefor by such underwriter or
underwriters and with respect to any other terms of the underwritten offering
of the Shares to be sold in such offering, and promptly make all required
filings of such prospectus supplement or post-effective amendment.
(D) As promptly as practicable after filing with the Commission of any
document which is incorporated by reference in a Prospectus contained in a
Registration Statement, the Company shall deliver a copy of such documents to
each holder of Shares covered by such Registration Statement.
(E) On or prior to the date on which the Registration Statement is
declared effective, the Company shall use its best efforts to register or
qualify, and cooperate with the holders of Shares included in such
Registration Statement, the underwriter or underwriters, if any, and their
counsel, in connection with the registration or qualification of the Shares
covered by the Registration Statement for offer and sale under the securities
or blue sky laws of each state and other jurisdiction of the United States as
any such holder or underwriter reasonably requests in writing, (ii) keep each
such registration or qualification effective, including through new filings,
or amendments or renewals, during the period such Registration Statement is
required to be kept effective and (iii) do any and all other acts or things
necessary or advisable to enable the disposition in all such jurisdictions of
the Shares covered by the Registration Statement; provided that the Company
will not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified or to take any action which would subject
it to general service of process in any such jurisdiction where it is not
then so subject.
(F) The Company shall cooperate with the holders of Shares covered by
the Registration Statement and the managing underwriter or underwriters, if
any, to facilitate the timely preparation and delivery of certificates (not
bearing any restrictive legends) representing Shares to be sold under the
Registration Statement, and enable such Shares to be in such denominations
and registered in such names as the managing underwriter or underwriters, if
any, or such holders may request.
(G) The Company shall use its best efforts to cause the Shares covered
by the registration statement to be registered with or approved by such
governmental agencies or authorities within the United States as may be
necessary to enable the seller or sellers thereof or the underwriter or
underwriters, if any, to consummate the disposition of such securities.
(ii) Piggyback Registrations. If the Company at any time proposes to
effect the registration of shares of its Common Stock other than in respect
of a dividend reinvestment or similar plan or on Form S-4 or S-8 or successor
forms thereto, upon the written request of the Purchaser specifying the
number of Shares to be registered, the Company shall include in such
registration all of the Purchaser's Shares so requested to be included. In
furtherance of the Purchaser's piggyback rights, at any time that the
Purchaser has the right to request piggyback registration, the Company shall
provide the Purchaser with ten days prior written notice of any registration
of Common Stock to which such piggyback rights would apply hereunder.
(iii) Amendments and Supplements. The Company agrees to (i) prepare
and file with the Commission such amendments and post-effective amendments to
any Registration Statement prepared pursuant to this Section 4(k) as may be
necessary to keep such Registration Statement continuously effective for a
period of not less than six months (or such shorter period which will
terminate when all Shares covered by such Registration Statement have been
sold or withdrawn); provided, however, that each such six-month period shall
be extended by a period to time equal to any period of time that offers and
sales of the Shares under the Registration Statement are prevented by any
stop order, injunction or other action by the Commission or any Notice of
Amendment pursuant to Section 4(e), (ii) cause the related Prospectus to be
supplemented by any required prospectus supplement, and as so supplemented to
be filed pursuant to Rule 424 under the Act, and (iii) comply with all
provisions of the Act and all provisions of this Section 4, in each instance
to the extent applicable to it with respect to the disposition of all
securities covered by such Registration Statement during the applicable
period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement or supplement to the
Prospectus.
Section 5. Representations and Warranties of the Company.
The Company represents and warrants to the Purchaser, on and as of the
Closing Date, as follows:
(a) The Registration Statement in the form in which it becomes
effective and any supplement or amendment thereto when filed with the
Commission will comply in all material respects with the applicable
provisions of the Act and the Rules and Regulations and will not at any such
times contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading, except that this representation and
warranty does not apply to statements in or omissions from the Registration
Statement or the Prospectus made in reliance upon and in conformity with
information relating to any holder of Shares furnished to the Company by or
on behalf of any such holder in writing for use therein.
(b) All the Shares have been duly authorized and, when issued and
delivered to the Purchaser against payment therefor in accordance with the
terms hereof, will (i) be validly issued, fully paid and nonassessable and
free of any preemptive or similar rights and (ii) have been approved for
listing, subject to notice of issuance, on the New York Stock Exchange.
(c) The Company is a corporation duly organized and validly existing in
good standing under the laws of the State of Delaware with full power and
authority (corporate and other) to own, lease and operate its properties and
to conduct its business as currently conducted.
(d) Neither the issuance and sale of the Shares, the execution,
delivery or performance of this Agreement by the Company, nor the
consummation by the Company of the transactions contemplated hereby, (i)
requires any consent, approval, authorization or other order of or
registration or filing with, any court, regulatory body, administrative
agency or other governmental body, agency or official (except such as may be
required for the registration of the Shares under the Act and compliance with
the securities laws of various jurisdictions, which will be effected in
accordance with this Agreement) or conflicts or will conflict with or
constitutes or will constitute a breach of, or a default under, the Restated
Certificate of Incorporation (the "Charter") or Bylaws or other
organizational documents of the Company, or (ii) conflicts or will conflict
with or constitutes or will constitute a breach of or default under, any
agreement, indenture, lease or other instrument to which the Company is a
party or by which it or any of its property may be bound, or violates or will
violate any statute, law, regulation or filing or any judgment, injunction,
order or decree applicable to the Company or any of its properties, or will
result in the creation or imposition of any lien, charge or encumbrance upon
any property or assets of the Company pursuant to the terms of any agreement
or instrument to which it is a party or by which it may be bound or to which
any of its property or assets is subject.
(e) The execution and delivery of, and the performance by the Company
of its obligations under, this Agreement have been duly and validly
authorized by the Company, and this Agreement has been duly executed and
delivered by the Company and constitutes the valid and legally binding
agreement of the Company, enforceable against the Company in accordance with
its terms.
(f) Neither the Company nor anyone acting on its behalf has directly or
indirectly offered the Shares or any part thereof or any similar securities
for sale to, or solicited any offer to buy any of the same from, or otherwise
approached or negotiated in respect thereof with, anyone other than the
Purchaser. Neither the Company nor anyone acting on its behalf has taken or
will take any action which would subject the issuance and sale of the Shares
to the registration and prospectus delivery provisions of the Act prior to
registration of the Shares as contemplated hereby.
(g) The Company has not, and nor has anyone acting on its behalf,
employed or engaged any agent, broker or finder or incurred any liability for
any brokerage fees, commissions or finders' fees in connection with the
transactions contemplated hereby.
Section 6. Representations and Warranties of the Purchaser.
The Purchaser represents and warrants to the Company, on and as of the
Closing Date, as follows:
(a) The Purchaser has been provided an opportunity to obtain such
documents and information concerning the Company, the Shares, the Purchase
Agreement and the transactions contemplated hereby and thereby as it has
deemed appropriate in making its own analysis and financial and legal
evaluation of the Company, the Shares, the Purchase Agreement and the
transactions contemplated hereby and thereby, and the Purchaser represents
and warrants that it has, independently and based on such documents and
information as it has deemed appropriate, made its own appraisal of the
financial condition, business, creditworthiness and affairs of the Company
and of the value and terms of the Shares, this Agreement and the Purchase
Agreement.
(b) The Purchaser represents and warrants that it is acquiring the
Shares for its own account or the account of one or more separate accounts
maintained and controlled by it, for which the Purchaser has investment
discretion with respect to the acquisition of the Shares and on whose behalf
the Purchaser has authority to make this representation, in each case for
investment and not with a view to the distribution thereof or with any
present intention of distributing all or any portion thereof, all without
prejudice to its right at any time, in accordance with this Agreement,
lawfully dispose of all or any part of the Shares. The Purchaser
acknowledges and agrees that the Shares have not been registered under the
Act or any state securities law, or approved by the Commission or any state
agency, and may be resold or otherwise transferred only if registered
pursuant to the provisions of such Act and applicable state securities law or
if an exemption from registration is available.
(c) The execution and delivery of, and the performance by the
Purchaser of its obligations under, this Agreement have been duly and validly
authorized by the Purchaser, and this Agreement has been duly executed and
delivered by the Purchaser and constitutes the valid and legally binding
agreement of the Purchaser, enforceable against the Purchaser in accordance
with its terms.
(d) The Purchaser represents that it is an "accredited investor" as
such term is defined in Regulation D under the Act, is financially able to
bear the risks of the investment in the Shares and has such knowledge and
experience in financial and business matters that it is capable of evaluating
the merits and risks thereof.
(e) The Purchaser has not, and nor has anyone acting on the Purchaser's
behalf, employed or engaged any agent, broker or finder (other than Fearnley
Offshore as provided in the Purchase Agreement) or incurred any liability for
any brokerage fees, commission or finders' fees (other than to Fearnley
Offshore as provided in the Purchase Agreement) in connection with the
transactions contemplated hereby.
(f) The information set forth in the Holder Questionnaire of the
Purchaser is true and complete in all material respects and may be used by
the Company in a Registration Statement until updated or revised by written
notice to the Company by the Purchaser.
Section 7. Indemnification.
(a) In connection with the Registration Statement, the Company agrees
to indemnify and hold harmless each holder of securities covered thereby, the
directors, officers, employees and agents of each holder and each person who
controls any holder within the meaning of the Act or the Exchange Act against
any and all losses, claims, damages or liabilities, joint or several, to
which they or any of them may become subject under the Act, the Exchange Act
or other Federal or state statutory laws or regulations, at common law or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement as originally filed or in any amendment thereof, or in any
preliminary Prospectus or Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, and agrees to reimburse each such
indemnified party, as incurred, for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, that (i) the Company will not
be liable to the extent that any such loss, claim, damage or liability arises
out of or is based upon any such untrue statement or alleged untrue statement
or omission or alleged omission made therein in reliance upon and in
conformity with written information furnished to the Company by or on behalf
of any such holder specifically for inclusion therein and (ii) such indemnity
with respect to any Prospectus shall not inure to the benefit of any holder
(or any director, officer, employee or agent of such holder or any person
controlling such holder) from whom the person asserting any such loss, claim,
damage or liability purchased the Shares if such person did not receive a
copy of the current Prospectus as amended and supplemented and distributed to
the holders by the Company at or prior to the confirmation of the sale of
such Shares, to such person in any case where such delivery is required by
the Securities Act and the untrue statement or omission of a material fact
contained in the Prospectus was corrected in such current Prospectus as so
amended and supplemented. This indemnity agreement will be in addition to
any liability which the Company may otherwise have.
(b) Each holder of Shares covered by the Registration Statement
severally agrees to indemnify and hold harmless (i) the Company, (ii) each of
its directors, (iii) each of its officers who signs the Registration
Statement and (iv) each person who controls the Company within the meaning of
either the Act or the Exchange Act to the same extent as the foregoing
indemnity from the Company to each holder, but only with reference to written
information relating to such holder furnished to the Company on or behalf of
such holder specifically for inclusion in the Registration Statement or the
Prospectus. This indemnity agreement will be in addition to any liability
which any holder may otherwise have.
(c) Promptly after receipt by an indemnified party under this Section
7 of notice of the commencement of any action, such indemnified party will,
if a claim in respect thereof is to be made against the indemnifying party
under this Section 7, notify the indemnifying party in writing of the
commencement thereof; but the failure so to notify the indemnifying party (i)
will not relieve it from liability under paragraph (a) or (b) above unless
and to the extent it did not otherwise learn of such action and such failure
results in the forfeiture by the indemnifying party of substantial rights and
defenses and (ii) will not, in any event, relieve the indemnifying party from
any obligations to any indemnified party other than the indemnification
obligation provided in paragraph (a) or (b) above. The indemnifying party
shall be entitled to appoint counsel of the indemnifying party's choice at
the indemnifying party's expense to represent the indemnified party in any
action for which indemnification is sought (in which case the indemnifying
party shall not thereafter be responsible for the fees and expenses of any
separate counsel retained by the indemnified party or parties except as set
forth below); provided, that such counsel shall be reasonably satisfactory to
the indemnified party. Notwithstanding the indemnifying party's election to
appoint counsel to represent the indemnified party in an action, the
indemnified party shall have the right to employ separate counsel at the
expense of the indemnifying party, if (i) the use of counsel chosen by the
indemnifying party to represent the indemnified party would present such
counsel with a conflict of interest, (ii) the actual or potential defendants
in, or targets of, any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it or any other indemnified
party which are different from or additional to those available to the
indemnifying party, (iii) the indemnifying party shall not have employed
counsel reasonably satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of the institution of
such action or (iv) the indemnifying party shall authorize the indemnified
party to employ separate counsel at the expense of the indemnifying party.
An indemnifying party will not, without the prior written consent of the
indemnified parties, settle, compromise or consent to the entry of any
judgment with respect to any pending or threatened claim, action, suit or
proceeding in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified parties are actual or potential
parties to such claim or action) unless such settlement, compromise or
consent includes an unconditional release of each indemnified party from all
liability arising out of such claim, action, suit or proceeding.
(d) In the event that the indemnity provided in paragraph (a) or (b)
above is unavailable to or insufficient to hold harmless an indemnified party
for any reason, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall have a joint and several obligation to contribute to
the aggregate losses, claims, damages and liabilities (collectively "Losses")
to which such indemnified party shall be subject in such proportion as is
appropriate to reflect the relative fault of such indemnifying party, on the
one hand, and such indemnified party, on the other hand, in connection with
the statements or omissions which resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether any action in question, including any untrue or
alleged untrue statement of a material fact or omission or alleged omission
to state a material fact, has been made by, or relates to information
supplied by, such indemnifying party or indemnified party, and the parties'
relative intent, knowledge, access to information and opportunity to correct
or prevent such action. The amount paid or payable by a party as a result of
the Losses referred to above shall be deemed to include, subject to the
limitations set forth in Section 7(c), any legal or other fees or expenses
reasonably incurred by such party in connection with any investigation or
proceeding. The parties hereto agree that it would not be just and equitable
if contribution pursuant to this Section 7(d) were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to in this paragraph.
No person guilty of fraudulent misrepresentation shall be entitled to
contribution from any person not guilty thereof.
Section 8. Rule 144.
The Company covenants that it will file the reports required to be
filed by it under the Act, the Exchange Act and the rules and regulations
thereunder or, if the Company is not required to file such reports, it will,
upon the request of any holder of Shares, make publicly available other
information so long as necessary to permit sales under Rule 144 under the
Act, and it will take such further action as any holder of Shares may
reasonably request all to the extent required from time to time to enable
such holder to sell Shares without registration under the Act within the
limitation of the exemptions provided by (i) Rule 144 under the Act, as such
Rule may be amended from time to time, or (ii) any similar rule or regulation
hereafter adopted by the Commission. Upon the request of any holder of
Shares, the Company will deliver to such holder a written statement as to
whether it has complied with such requirements.
Section 9. Miscellaneous.
(a) This Agreement shall be binding on, and inure to the benefit of,
the parties hereto and their respective successors and permitted assigns
pursuant to Section 3(c)(i) and (d) hereof.
(b) This Agreement may be signed in counterparts, each of which shall
be an original and which taken together shall constitute one agreement. This
Agreement and any modification or waiver hereof may be executed by facsimile
signature.
(c) This Agreement may be modified, waived, discharged or terminated
only by an instrument in writing signed by the Company and holders of a
majority of the Shares (without counting for such purposes Shares held by the
Company or its affiliates).
(d) All notices and other communications hereunder shall be in writing
and shall be served either (i) personally, (ii) by certified mail, (iii) by
overnight courier service, or (iv) by telecopier, in each case addressed to
the party to whom notice is being given at its address as set forth below or
at such other address as may hereafter be designated in writing by either
party hereto. All such notices or other communications shall be deemed to
have been given on (i) the date received if delivered personally, (ii) five
business days after the date of posting if transmitted by certified mail,
(iii) the first business day after receipt by the overnight courier service,
or (iv) the date of transmission with confirmation answerback if transmitted
by telecopier. Said parties may designate in writing from time to time other
and additional places to which notices may be sent.
All notices to the Company shall be given to it at:
READING & BATES CORPORATION
901 Threadneedle
Houston, Texas 77079
Attn: Wayne K. Hillin, Esq.
Telephone Number: (713) 496-5000
Telecopy Number: (713) 496-0285
Copy to:
Milbank, Tweed, Hadley & McCloy
1 Chase Manhattan Plaza
New York, New York 10005
Attn: Richard S. Mitchell, Esq.
Telephone Number: (212) 530-5000
Telecopy Number: (212) 530-5219
All notices to holders of Shares shall be given at the address set
forth for the Purchaser in the Purchase Agreement, the Purchaser's Holder
Questionnaire or otherwise indicated in writing to the Company by any such
holder.
(e) Damages in the event of breach of this Agreement would be
difficult, if not impossible, to ascertain, and it is therefore agreed that
each party hereto, in addition to and without limiting any other remedy or
right it may have, will have the right to an injunction or other equitable
relief in any court of competent jurisdiction, enjoining any such breach, and
enforcing specifically the terms and provisions hereof. The existence of this
right will not preclude the parties hereto from pursuing any other rights and
remedies at law or in equity which they may have.
(f) If any provision of this Agreement is held to be illegal, invalid
or unenforceable, and if the rights or obligations of any party hereto will
not be materially and adversely affected thereby, (i) such provision will be
fully severable, (ii) this Agreement will be construed and enforced as if
such illegal, invalid or unenforceable provision had never comprised a part
hereof, (iii) the remaining provisions of this Agreement will remain in full
force and effect and will not be affected by the illegal, invalid or
unenforceable provision or by its severance herefrom and (iv) in lieu of such
illegal, invalid or unenforceable provision, there will be added
automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid or unenforceable
provision as may be possible.
(g) The terms and provisions of this Agreement are intended solely for
the benefit of each party hereto and their respective successors and, in the
case of holders of Shares, permitted assigns pursuant to Section 3(c)(i) and
(d) hereof, and is not the intention of the parties to confer third-party
beneficiary rights upon any other person.
(h) Except as otherwise expressly provided in this Agreement, each
party will pay its own costs and expenses.
(i) DeepFlex Production Partners L.P. hereby instructs the Company, at
the closing contemplated by the Purchase Agreement, to issue all of the
Shares in the name of DeepFlex Production Systems, Inc., an affiliate of
DeepFlex Production Partners L.P. For purposes of this Agreement, including
but not limited to Sections 4 and 6, the term "Purchaser" shall include both
DeepFlex Production Partners L.P. and DeepFlex Production Systems, Inc. The
Company agrees to cause the Shares to be registered in the name of DeepFlex
Production Systems, Inc., and Deepflex Production Systems, Inc. hereby agrees
to take the Shares at the closing contemplated by the Purchase Agreement
subject to all of the terms and provisions of this Agreement.
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement
as of the date above first written.
Company:
READING & BATES CORPORATION
By: ____________________________
Name:
Title:
Purchaser:
DEEPFLEX PRODUCTION PARTNERS L.P.
By: DEEPFLEX HOLDINGS L.L.C.
Title: General Partner
By: ____________________
Name:
Title:
Acknowledged and Agreed:
DEEPFLEX PRODUCTION SYSTEMS, INC.
By: ___________________________
Name:
Title:
EXHIBIT A
HOLDER QUESTIONNAIRE
Holder Questionnaire pursuant to the Common Stock Issuance Agreement
dated as of August 31, 1995 among READING & BATES CORPORATION and DEEPTECH
PRODUCTION PARTNERS, L.P. (the "Agreement"). Each capitalized term used
herein without definition shall have the meaning ascribed thereto in the
Agreement.
Please complete, execute, date and return to:
Reading & Bates Corporation
901 Threadneedle
Suite 200
Houston, TX 77079
Attention: Wayne K. Hillin, Esq.
The information requested below is required for purposes of any
Registration Statement in which any Holder participates, and for purposes of
certain Exchange Act filings. THE UNDERSIGNED HOLDER AGREES TO UPDATE AND
AMEND THIS QUESTIONNAIRE IF THERE IS ANY MATERIAL CHANGE IN THE INFORMATION
CONTAINED HEREIN AND TO PROVIDE ANY ADDITIONAL INFORMATION REQUESTED BY THE
COMPANY PURSUANT TO SECTION 4(e) OF THE AGREEMENT.
Information for notices:
Legal Name of Holder : ________________________________
Street Address : _______________________________________
Post Office Box : ______________________________________
City/State/Zip : _______________________________________
Fed. Tax ID. No. (if any) : ___________________________
Telex Number: _____________ Answerback__________________
Telecopier Number: ________ Type of Telecopier: ________
Contacts: (Please include Back-ups)
1. Name:_____________________________________________
Title:____________________________________________
Function:_________________________________________
Business Telephone:_______________________________
Home Telephone:___________________________________
2. Name:_____________________________________________
Title:____________________________________________
Function:_________________________________________
Business Telephone:_______________________________
Home Telephone:___________________________________
Information required for any Registration Statement and Prospectus
pursuant to Item 507 of Regulation S-K under the Securities Act:
1. Describe the nature of any position, office or other material
relationship (excluding normal banking relationships) which such Holder has
had within the past three years with the Company or any of its affiliates.
2. Enter below in the space indicated the number of shares of Common
Stock or other securities of Reading & Bates Corporation convertible into or
exchangeable or exercisable for Common Stock owned as of the date of this
certificate (i) by the Holder signing this certificate for its own account
and (ii) in the aggregate by affiliates (as defined in Exchange Act Rule
12b-2) of such Holder for their own accounts (excluding, in each case, any
Common Stock or other securities of Reading & Bates Corporation convertible
into or exchangeable or exercisable for Common Stock held by the Holder or
its affiliates in investment accounts, in trust accounts, in custody accounts
or in other similar fiduciary capacities).
Holder Affiliates
________ __________ Shares of Common Stock
________ __________ Other convertible or exchangeable securities (Specify
title of class or series and number of shares of
Common Stock underlying such securities)
The undersigned Holder hereby represents that the information contained
herein is true and complete in all material respects as of the date hereof,
and agrees to supplement this Holder Questionnaire upon the request of the
Company and to update and amend this Holder Questionnaire if there is any
material change in the information contained herein. The undersigned Holder
hereby authorizes the Company to use the information contained herein in any
registration statement or prospectus filed by the Company pursuant to the
Agreement and to rely upon the information contained herein, until this
Holder Questionnaire is amended or withdrawn, in executing any certificate,
agreement or document contemplated by the Agreement.
IN WITNESS WHEREOF the undersigned has duly executed this document as
of the date set forth below.
______________________________________
Name of Holder
By __________________________________
Signature of Authorized Signatory
_______________________________________
Printed Name of Authorized Signatory
_______________________________________
Title
_______________________________________
Date
COMPANY USE ONLY
Date Received _________________________
EXHIBIT 5
September 15, 1995
Reading & Bates Corporation
901 Threadneedle, Suite 200
Houston, TX 7707
Ladies and Gentlemen:
Reading & Bates Corporation, a Delaware corporation (the "Company"), has
prepared and filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, a registration statement on Form S-3 (the
"Registration Statement") in connection with the proposed offering and sale
from time to time of up to 1,232,057 shares (the "Shares") of the Company's
common stock, par value $.05 per share (the "Common Stock") by certain selling
stockholders to be named in the Registration Statement.
I am Senior Vice President, Secretary and General Counsel to the Company
and have acted for the Company in connection with the proposed offering
referred to above. In connection with the opinion rendered below, I have
examined originals or copies certified or otherwise identified to my
satisfaction of all such records of the Company, agreements and other
instruments, certificates of public officials, certificates of officers and
representatives of the Company and such other documents as I have deemed
necessary as a basis for the opinion expressed below. In my examination I
have assumed the authenticity of all documents submitted to me as originals,
the conformity to the original documents of all documents submitted to me as
copies, the genuineness of all signatures on documents reviewed by me and the
legal capacity of natural persons.
Based on the foregoing, and having regard to legal considerations I deem
relevant, I am of the opinion that the Shares constitute legally issued, fully
paid and non-assessable shares of the Company's Common Stock.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the caption "Legal
Opinions" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/Wayne K. Hillin
Wayne K. Hillin, Esq.
Senior Vice President,
General Counsel and Secretary
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.
ARTHUR ANDERSEN LLP
Houston, Texas
September 15, 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 of our report dated
February 16, 1995 included in Reading & Bates Corporation's Form 10-K for the
year ended December 31, 1994 and to all references to our Firm included in
this Registration Statement.
ARTHUR ANDERSEN LLP
Houston, Texas
September 15, 1995
