UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Cliffs Drilling Company
(Name of Issuer)
Common Stock
(Title of Class of Securities)
18682C100
(CUSIP Number)
Jonathan Green
51 John F. Kennedy Parkway
Short Hills, New Jersey 07078
(201) 376-5400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 1996
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1 (b)(3) or (4), check the following
box .
Check the following box if a fee is being paid with the
statement X. (A fee is not required only if the
reporting 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)
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule
13d-1(a) for other parties to whom copies are to be sent.
*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 disclosure provided in a prior cover page.
The information required on 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).
Exhibit Index: Page 7
Page 1 of 12 Pages<PAGE>
SCHEDULE 13D
CUSIP No. 18682C100 Page 2 of 12 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Appaloosa Management L.P.
2 Check the Appropriate Box If a Member of a Group*
a.
b. X
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 535,700
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 535,700
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
535,700
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
8.59%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP No. 18682C100 Page 3 of 12 Pages
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
David A. Tepper
2 Check the Appropriate Box If a Member of a Group*
a.
b. X
3 SEC Use Only
4 Source of Funds*
N/A
5 Check Box If Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 535,700
Shares
Beneficially 8 Shared Voting Power
Owned By -0-
Each
Reporting 9 Sole Dispositive Power
Person 535,700
With
10 Shared Dispositive Power
-0-
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
535,700
12 Check Box If the Aggregate Amount in Row (11)
Excludes Certain Shares*
13 Percent of Class Represented By Amount in Row (11)
8.59%
14 Type of Reporting Person*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer
This statement on Schedule 13D relates to shares of
the common stock, par value $0.01 (the "Shares"), of
Cliffs Drilling Company, a Delaware corporation (the
"Company"). The principal executive offices of the
Company are located at 1200 Smith Street, Suite 300,
Houston, Texas 77002.
Item 2. Identity and Background
This statement on Schedule 13D is being filed by
Appaloosa Management L.P., a Delaware limited partnership
(the "Manager"), and David A. Tepper ("Mr. Tepper", and
together with the Manager, the "Reporting Persons"). A
copy of the Joint Filing Agreement between the Reporting
Persons is annexed hereto as Exhibit A.
The general partner of the Manager is Appaloosa
Partners Inc., a Delaware corporation, of which Mr.
Tepper is the sole shareholder and President.
The Manager is the general partner of Appaloosa
Investment Limited Partnership I, a Delaware limited
partnership (the "Partnership"). The Manager acts as an
investment adviser to the Partnership, Palomino Fund Ltd.
("Palomino"), Pinto Investment Limited Liability Company
("Pinto") and Reliance Standard Life Insurance Company
("Reliance"). Palomino and Reliance are both
beneficially owned by Delphi Financial Group ("Delphi").
The address of the principal business and principal
office of the Manager is 51 John F. Kennedy Parkway,
Short Hills, New Jersey 07078. The business address of
Mr. Tepper is 51 John F. Kennedy Parkway, Short Hills,
New Jersey 07078. The present principal occupation or
employment of Mr. Tepper is President of Appaloosa
Partners Inc. The address of the principal business and
principal office of Palomino is c/o Trident Trust Company
(Cayman) Ltd., 1 Capital Place, P.O. Box 847, Grand
Cayman, Cayman Islands. The address of the principal
business and principal office of Pinto is 51 John F.
Kennedy Parkway, Short Hills, New Jersey 07078. The
address of the principal business and principal office of
Reliance is 2501 Parkway, Philadelphia, Pennsylvania
19130. The address of the principal business and
principal office of Delphi is 1105 North Market Street,
Wilmington, Delaware 19899. The Partnership, Pinto,
Palomino and Reliance are sometimes referred to herein
collectively as the "Accounts".
During the last five years, none of the Reporting
Persons has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting
in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding
any violation with respect to such laws. Mr. Tepper is
a citizen of the United States.
Item 3. Source and Amount of Funds or Other
Consideration
Of the 535,700 Shares held by the Reporting Persons,
366,811 Shares were purchased with the personal funds of
the Partnership, 21,612 Shares were purchased with the
working capital of Palomino, 60,709 Shares were purchased
with the working capital of Pinto, and 86,568 Shares were
purchased with the working capital of Reliance.
Item 4. Purpose of Transaction
The purpose of the acquisition by the Reporting
Persons of the Shares is for investment. The Reporting
Persons may consider making additional purchases of the
Shares in open-market or private transactions, the extent
of which purchases would depend upon prevailing market
and other conditions. Alternatively, the Reporting
Persons may sell all or a portion of their Shares in
open-market or private transactions, depending upon
prevailing market conditions and other factors.
Except as indicated above, the Reporting Persons
have no plans or proposals which relate to or would
result in any of the events, actions or conditions
specified in paragraphs (a) through (j) of Item 4 of this
Form.
Item 5. Interest in Securities of the Issuer
(a) This statement on Schedule 13D relates to 535,700
Shares beneficially owned by the Reporting Persons,
which constitute approximately 8.59% of the issued
and outstanding Shares.
(b) The Manager has sole voting and dispositive power
with respect to 535,700 Shares. Mr. Tepper has sole
voting and dispositive power with respect to 535,700
Shares.
(c) Within the past sixty days, the Reporting Persons
purchased Shares on the date, in the amount and at
the prices set forth on Exhibit B annexed hereto and
incorporated by reference herein. All of such
purchases were made on the open market.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of
the Issuer
As discussed in Item 2 above, the Manager acts as
investment adviser to the Partnership, which owns 366,811
Shares. The Manager also acts as investment adviser to
Palomino, which owns 21,612 Shares, Pinto, which owns
60,709 Shares and Reliance, which owns 86,568 Shares.
Mr. Tepper is the President of Appaloosa Partners Inc.,
which is the general partner of the Manager. The Manager
is the general partner of the Partnership.
Except as set forth above, there exist no contracts,
arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between
such persons and any persons with respect to any
securities of the Company, including but not limited to
transfer or voting of any securities, finders' fees,
joint ventures, loan or option agreements, put or calls,
guarantees of profits, division of profits or loss, or
the giving or withholding of proxies.
Item 7. Material to Be Filed as Exhibits
Exhibit A: Joint Filing Agreement.
Exhibit B: Transactions in Shares Within Past
60 Days.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: May 10, 1996
Appaloosa Management L.P.
By: Appaloosa Partners Inc.,
Its General Partner
By: /s/ David A. Tepper
David A. Tepper
President
David A. Tepper
/s/ David A. Tepper
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit Name Page
A Joint Filing Agreement 8
B Transactions in Shares Within Past 60
Days 9
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the
Securities Exchange Act of 1934, as amended, the persons
named below each hereby agrees that the Schedule 13D
filed herewith and any amendments thereto relating to the
acquisition of shares of beneficial interest of Cliffs
Drilling Company is filed jointly on behalf of each such
person.
Dated: May 10, 1996
Appaloosa Management L.P.
By: Appaloosa Partners Inc.,
Its General Partner
By: /s/ David A. Tepper
David A. Tepper
President
David A. Tepper
/s/ David A. Tepper
<PAGE>
EXHIBIT B
Transactions in Shares of the Company
Within the Past Sixty Days
Purchases by Appaloosa Investment Limited Partnership I
Trade Date
No. of
Shares
Purchased
Cost
Per Share
4-10-96
18,300
20.95
4-11-96
21,000
23.66
4-11-96
116,300
23.60
4-11-96
2,100
21.55
4-12-96
1,400
20.80
4-12-96
32,000
23.04
4-15-96
4,100
23.30
4-17-96
9,000
23.37
4-17-96
7,000
23.67
5-1-96
42,270
25.31
5-1-96
29,000
25.08
5-2-96
8,960
24.05
5-7-96
11,905
24.2705
5-8-96
52,326
24.2173
5-8-96
11,150
24.175
<PAGE>
Purchases by Palomino Fund Ltd.
Trade
Date
No. of
Shares
Purchased
Cost
Per Share
4-10-96
1,000
20.95
4-11-96
1,000
23.66
4-11-96
7,000
23.60
4-11-96
100
21.55
4-12-96
80
20.80
4-12-96
1,900
23.04
4-15-96
300
23.30
4-17-96
500
23.37
4-17-96
400
23.67
5-1-96
2,535
25.31
5-1-96
1,740
25.08
5-2-96
535
24.05
5-7-96
715
24.2705
5-8-96
3,137
24.2173
5-8-96
670
24.175
<PAGE>
Purchases by Pinto Investments Limited Liability Company
Trade Date
No. of
Shares
Purchased
Cost
Per Share
4-10-96
3,000
20.95
4-11-96
4,000
23.66
4-11-96
19,200
23.60
4-11-96
300
21.55
4-12-96
200
20.80
4-12-96
5,100
23.04
4-15-96
700
23.30
4-17-96
1,500
23.37
4-17-96
1,000
23.67
5-1-96
6,985
25.31
5-1-96
4,790
25.08
5-2-96
1,485
24.05
5-7-96
1,965
24.2705
5-8-96
8,644
24.2173
5-8-96
1,840
24.175
<PAGE>
Purchases by Reliance Standard Life Insurance Company
Trade Date
No of Shares
Purchased
Cost
Per Share
4-10-96
4,300
20.95
4-11-96
5,000
23.66
4-11-96
27,500
23.60
4-11-96
500
21.55
4-12-96
320
20.80
4-12-96
7,500
23.04
4-15-96
1,000
23.30
4-17-96
2,000
23.37
4-17-96
1,600
23.67
5-1-96
10,010
25.31
5-1-96
6,870
25.08
5-2-96
2,120
24.05
5-7-96
2,815
24.2705
5-8-96
12,393
24.2173
5-8-96
2,640
24.175
