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: May 10, 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 99.1 - Press Release dated May 9, 1996 - Announcing
intent to press forward proposal for combination
of Reading & Bates and Transocean despite lack
of support from Transoceans' board of directors.
Exhibit 99.2 - Press Release dated May 10, 1996 - Announcing
clarification of its position with respect to
its proposal 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: May 10, 1996
EXHIBIT 99.1
FOR IMMEDIATE RELEASE Contact: Mr. Charles R. Ofner
(713) 496-5000
May 9, 1996, Houston, Texas.....Reading & Bates Corporation (RB-
NYSE) announced today it was extremely disappointed with the decision of
the board of directors of Transocean ASA, as set out in their press
release issued earlier today.
Paul B. Loyd, Jr., the Company's Chairman, President and CEO stated,
"Reading & Bates' latest proposal is clearly superior to that of Sonat
Offshore in terms of value created for Transocean's stockholders,
employees and customers, as indicated in our May 7, 1996 letter to the
board of directors of Transocean. We intend to press forward with our
previously announced proposal. We regret the lack of support from
Transocean's board of directors, but we believe the stockholders of
Transocean should have the opportunity to decide the outcome of the
competing proposals."
Reading & Bates is a New York Stock Exchange listed company,
engaging in 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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EXHIBIT 99.2
FOR IMMEDIATE RELEASE Contact: Mr. Charles R. Ofner
(713) 496-5000
May 10, 1996, Houston, Texas.....Reading & Bates Corporation (RB-
NYSE) announced today a clarification of its position with respect to its
proposal to acquire Transocean ASA.
Paul B. Loyd, Jr., the Company's Chairman, President and CEO stated,
"We are continuing to move forward with our proposal. I suspect that
there are some misconceptions in the U.S. regarding the current status of
our proposal versus that of Sonat Offshore. It should be noted, that in
the current situation, Transocean's board of directors does not have
authority to bind Transocean to a business combination with Sonat
Offshore, and in fact, Transocean has been quoted in the Norwegian press
as indicating that the Sonat Offshore's proposal will need to be evaluated
individually by each stockholder. It is clearly up to each Transocean
stockholder to decide whether to accept any offer made by Sonat Offshore
or Reading & Bates, based on tender documents yet to be prepared.
Transocean's board recommendation does not bind Transocean's stockholders
who are free to accept whatever offer they feel is in their best
interests. We continue to believe Reading & Bates' proposal represents
more value to the Transocean stockholders and employees than the Sonat
Offshore proposal and will ultimately prevail at the stockholder level."
Reading & Bates is a New York Stock Exchange listed company,
engaging in 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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