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OMB APPROVAL
UNITED STATES OMB NUMBER 3235-0145
SECURITIES AND EXCHANGE COMMISSION EXPIRES: DECEMBER 31, 1997
WASHINGTON, D.C. 20549 ESTIMATED AVERAGE BURDEN
HOURS PER RESPONSE... 14.90
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Reading and Bates Corp.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
755281805
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(CUSIP Number)
Check the following box if a fee is being paid with this statement [_]. (A fee
is not required only if the filing person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 PAGE 1 OF 5 PAGES
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CUSIP NO. 755281805 13G PAGE 2 OF 5 PAGES
- ------------------- -----------------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John Hancock Mutual Life Insurance Company
I.R.S. No. 04-1414660
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
Commonwealth of Massachusetts
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5 SOLE VOTING POWER
NUMBER OF
SHARES 3,909,924
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BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY
EACH -0-
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REPORTING 7 SOLE DISPOSITIVE POWER
PERSON
WITH 3,097,924
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8 SHARED DISPOSITIVE POWER
-0-
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,909,924 : 3,097,924 through John Hancock Mutual Life Insurance
Company and 812,000 through its indirect, wholly-owned subsidiary,
John Hancock Advisers, Inc.
- --------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.4%
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12 TYPE OF REPORTING PERSON*
IC, BD, IA, HC
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
PAGE 2 OF 5 PAGES
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The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative other than an executive
officer of general partner of the filing person, evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations
(SEE 18 U.S.C. 1001)
Item 1(a) Name of Issuer:
--------------
Reading and Bates
Item 1(b) Address of Issuer's Principal Executive Offices:
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901 Threadneedle, Suite 200
Houston, TX 77079
Item 2(a) Name of Person Filing:
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This filing is made on behalf of John Hancock Mutual Life Insurance
Company ("JHMLICO").
Item 2(b) Address of the Principal Office:
-------------------------------
The principal business office of JHMLICO is located at John Hancock
Place, P.O. Box 111, Boston, Massachusetts 02117.
Item 2(c) Citizenship:
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JHMLICO is organized and exists under the laws of the Commonwealth of
Massachusetts.
Item 2(d) Title of Class of Securities:
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Common Stock
Item 2(e) CUSIP Number:
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755281805
Item 3 If the Statement is being filed pursuant to Rule 13d-1(b), check
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whether the person filing is a:
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JHMLICO: (a) (X) Broker or Dealer registered under (S)15 of the
Act
(c) (X) Insurance Company as defined in (S)3(a)(19) of
the Act.
(e) (X) Investment Adviser registered under (S)203 of
the Investment Advisers Act of 1940.
(g) (X) Parent Holding Company, in accordance with
(S)240.13d-1(b)(ii)(G).
Item 4 Ownership:
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(a) Amount Beneficially Owned:
-------------------------
JHMLICO has direct beneficial ownership of 3,097,924 shares of
Common Stock. John Hancock Advisers, Inc. ("JHA"), an Investment
Adviser registered under (S)203 of the Investment Advisers Act
of 1940, beneficially owns 812,000 shares of Common Stock. JHA
is the direct wholly-owned subsidiary of The Berkeley Financial
Group ("TBFG"), TBFG is the direct wholly-owned subsidiary of
John Hancock Subsidiaries, Inc. ("JHSI"), JHSI is the direct,
wholly-owned subsidiary of JHMLICO. Through its indirect,
wholly-owned subsidiary JHA, JHMLICO is the indirect beneficial
ownership of the 812,000 shares. The JHA shares are held by six
open-end diversified management companies registered under (S)8
of the Investment Company Act:
PAGE 3 OF 5 PAGES
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John Hancock Variable Series Trust 1 - Special Opportunities
Portfolio, Sub-Advisory Agreement dated April 15, 1994 - 70,000
John Hancock Multi-Sector Growth Fund, Advisory Agreement dated
January 30, 1995 - 12,000
John Hancock Global Resources Fund, Advisory Agreement dated December
22, 1994 - 90,000
Boston Safe Deposit and Trust Company as Trustee of the Pension Plan
for Personnel in General Agencies of the John Hancock Mutual Life
Insurance Company, Advisory Agreement dated January 19, 1994 - 100,000
John Hancock Emerging Growth Fund, Advisory Agreement dated December
22, 1994 - 100,000
John Hancock Special Opportunities Fund, Advisory Agreement dated
January 1, 1994 - 440,000
(b) Percent of Class: 6.4%
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(c) (i) sole power to vote or to direct the vote:
JHMLICO has sole power to vote or to direct the vote of
3,097,924 shares of Common Stock. JHA has sole power to vote or
to direct the vote of 812,000 shares of Common Stock.
(ii) shared power to vote or to direct the vote: -0-
(iii) sole power to dispose or to direct the disposition of:
JHMLICO has sole power to dispose or to direct the disposition
of the 3,097,924 shares of Common Stock. JHA has sole power to
dispose or to direct the disposition of the 812,000 shares of
Common Stock under Advisory Agreements in 4(c)(i) above.
(iv) shared power to dispose or to direct the disposition of: -0-
Item 5 Ownership of Five Percent or Less of a Class:
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Not applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
---------------------------------------------------------------
See Item 4 above.
Item 7 Identification and Classification of the Subsidiary which Acquired the
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Security Being Reported on by the Parent Holding Company:
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See Items 3 and 4 above.
Item 8 Identification and Classification of Members of the Group:
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Not applicable.
Item 9 Notice of Dissolution of a Group:
--------------------------------
Not applicable.
Item 10 Certification:
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By signing below the undersigned certifies that, to the best of its
knowledge and belief, the securities referred to above were acquired in
the ordinary course of business and were not acquired for the purpose
of and do not have the effect of changing or influencing the control of
the issuer of such securities and were not acquired in connection with
or as a participant in any transaction having such purpose or effect.
PAGE 4 OF 5 PAGES
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SIGNATURE
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After reasonable inquiry and to the best of its knowledge and belief, each
of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
JOHN HANCOCK MUTUAL LIFE INSURANCE COMPANY
By: /s/ John T. Farady
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Name: John T. Farady
Dated: February 7, 1996 ------------------------------------
----------------- Title: Senior Vice President & Treasurer
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PAGE 5 OF 5 PAGES
