Rule 424(b)(3)
33-62727
SUPPLEMENT NUMBER 4 DATED MARCH 4, 1997
TO PROSPECTUS DATED SEPTEMBER 26, 1995
READING & BATES CORPORATION
Common Stock
The Prospectus dated September 26, 1995 is hereby supplemented by the
addition of the following information under the caption "SELLING STOCKHOLDERS"
therein.
Set forth below are the names of each Selling Stockholder, the number of
shares of Common Stock owned as of January 31, 1997 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.
Percent
of total
Number of Number of shares
shares which shares outstanding
Number may be offered owned if owned upon
Selling shares pursuant to all shares completion
Stockholder owned(1) this Prospectus are sold (1)(2) of offering
----------- -------- --------------- -------------- ------------
Greenwing Investments,
Inc. (3) 1,733 1,733 0 *
John Hancock Mutual Life
Insurance Company(4) 2,307,256 1,594,756 712,500 0.99%
Knights of Columbus 59,857 32,000 27,857 *
Pan-American Life
Insurance Company 49,259 20,000 29,259 *
Chemical Investments,
Inc. (3) 547,309 547,309 0 *
Workships Intermediaries,
N.V. (3) 303,168 303,168 0 *
--------- --------- ------- ----
Total: 3,268,582 2,498,966 769,616 1.07%
========= ========= ======= ====
_______________________
* Less than one percent
(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;
however, according to information available to the Company, all but
1,733 shares have been sold. 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. Macko Laqueur (a director of the Company) controls
Workship Intermediaries, N.V. and Paul B. Loyd, Jr., the Company's
chairman and chief executive officer, controls Greenwing. Chemical
Investment, 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 Chemical Investments, Inc.
(4) Based upon information contained in a Schedule 13G, as amended as of
January 16, 1997, filed by John Hancock Mutual Life Insurance Company
("Hancock"), and upon certain other information available to the
Company. The Schedule 13G indicates that Hancock has the sole power to
direct the disposition of 1,594,756 of such shares of Common Stock and
the sole power to vote 1,594,756 of such shares of Common Stock and that
Hancock's indirect wholly-owned subsidiary, John Hancock Advisors, Inc.,
has the sole power to direct the disposition of 712,500 of such shares
of Common Stock and the sole power to vote 712,500 of such shares of
Common Stock.
