SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: June 5, 1996
READING & BATES CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-5587 73-0642271
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
901 Threadneedle, Suite 200, Houston, TX 77079
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 496-5000
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 99 - Press Release dated June 4, 1996 - Announcing
Reading & Bates is suspending its efforts to
acquire Transocean ASA.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf of the
undersigned thereunto duly authorized.
READING & BATES CORPORATION
By /s/T. W. Nagle
------------------------
T. W. Nagle
Executive Vice President,
Finance and Administration
Dated: June 5, 1996
EXHIBIT 99
FOR IMMEDIATE RELEASE Contact: Mr. Charles R. Ofner
(713) 496-5000
June 4, 1996, Houston, Texas.....Reading & Bates Corporation (RB-
NYSE) announced today that it was suspending its efforts to acquire
Transocean ASA.
Paul Loyd, Jr., the Company's Chairman and CEO said, "Our guiding
principle has always been to pursue a business combination with
Transocean only if it could be done on terms that were clearly beneficial
to Reading & Bates' stockholders. We have reviewed Sonat Offshore's latest
revised proposal and do not believe it is in the best interests of Reading
& Bates' stockholders either to increase our proposal or to add a collar
mechanism, which we believe presents an unacceptable risk of dilution to
our stockholders. Further, we believe that an 80% stock and 20% cash
offer, when combined with the obligation to offer 100% cash to the non-
tendering Transocean stockholders, results in a debt level for the
combined entity which would be unacceptable to Reading & Bates.
Mr. Loyd continued, "Reading & Bates has a number of key growth
opportunities in the near term, including possible asset additions to our
drilling and floating production businesses, as well as new business
opportunities, one of which we believe to be imminent, and we must
consider the potential impact of those opportunities on Reading & Bates in
determining whether to proceed in our efforts towards a combination with
Transocean. Under the current circumstances, we believe the other
alternatives available to the Company are likely to be more attractive to
Reading & Bates and its stockholders than the continued pursuit of a
possible business combination with Transocean."
Mr. Loyd closed his statement by adding, "We have spent considerable
time and effort in order to be in a position to present our proposal
directly to the stockholders of Transocean without undue delay, including
preparation of the necessary regulatory filings. We will continue to
monitor the situation and will be in a position to reenter the process
promptly if we believe we can do so on terms and conditions beneficial to
Reading & Bates stockholders."
Reading & Bates is a New York Stock Exchange listed company,
providing offshore drilling services throughout the world. Its wholly
owned subsidiary, Reading & Bates Development Co., provides technical,
construction and project management services and floating production
systems to the upstream offshore oil and gas industry worldwide.
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