<PAGE> 1
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): October 16, 1997
CLIFFS DRILLING COMPANY
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-16703 76-0248934
(Commission File Number) (IRS Employer Identification No.)
1200 SMITH STREET, SUITE 300
HOUSTON, TEXAS 77002
(Address of Principal Executive Offices) (Zip Code)
(713) 651-9426
(Registrant's Telephone Number, Including Area Code)
================================================================================
<PAGE> 2
ITEM 5. OTHER EVENTS.
On October 16, 1997, Cliffs Drilling Company (the "Company") entered into a
letter of intent to acquire 2 offshore platform drilling rigs, one
self-propelled jack-up drilling/workover rig, and substantially all of the
assets used in the offshore contract drilling business of Well Services
(Marine) Limited, a Trinidad and Tobago company. The purchase price is $47
million, consisting of $23.5 million in cash and $23.5 million in Cliffs
Drilling Company Common Stock, subject to certain closing and post-closing
adjustments.
Closing of the acquisition is subject to execution and delivery of a
definitive agreement, certain approvals and consents and satisfaction of
customary closing conditions to be contained in the definitive agreement. The
closing of the acquisition is expected to occur on or before January 15, 1998.
The 2 platform rigs and the jack-up drilling/workover rig are currently
operating under contracts in Trinidad. In conjunction with the acquisition, it
is expected that the Company will employ substantially all of the employees of
Well Services (Marine) Limited used in its offshore contract drilling business.
A copy of the related news release is attached hereto as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 News Release dated October 16, 1997
2
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CLIFFS DRILLING COMPANY
Date October 30, 1997 By /s/ Edward A. Guthrie
----------------------- -----------------------------------
Edward A. Guthrie
Vice President - Finance
Date October 30, 1997 By /s/ Cindy B. Taylor
----------------------- -----------------------------------
Cindy B. Taylor
Vice President - Controller
3
<PAGE> 4
EXHIBIT INDEX
99.1 News Release dated October 16, 1997.
<PAGE> 1
EXHIBIT 99.1
CLIFFS NEWS RELEASE
DRILLING COMPANY DATE: October 16, 1997
1200 SMITH STREET, SUITE 300 CONTACT: EDWARD A. GUTHRIE
HOUSTON, TEXAS 77002 VICE PRESIDENT-FINANCE
PHONE: (713) 651-9426
================================================================================
CLIFFS DRILLING ANNOUNCES ACQUISITION OF
THREE OFFSHORE RIGS
Houston, Texas, (October 16, 1997) -- Cliffs Drilling Company
(NYSE:CDG) announced today that it has entered into a letter of intent to
acquire 2 offshore platform drilling rigs, one self-propelled jack-up
drilling/workover rig, and substantially all of the assets used in the offshore
contract drilling business of Well Services (Marine) Ltd., a Trinidad and
Tobago Company ("Well Services"). The purchase price is $47,000,000, consisting
of $23,500,000 in cash and $23,500,000 of Cliffs Drilling Common Stock, subject
to certain closing and post-closing adjustments.
Closing of the acquisition is subject to execution and delivery of a
definitive agreement, certain approvals and consents and satisfaction of
customary closing conditions to be contained in the definitive agreement. The
closing of the acquisition is expected to be on or before January 15, 1998.
The two platform rigs and the jack-up/workover rig are currently
operating under contracts in Trinidad. In conjunction with the acquisition, it
is expected that Cliffs Drilling will employ substantially all of the employees
of Well Services used in its offshore contract drilling business.
Douglas E. Swanson, Chairman of the Board, President and Chief
Executive Officer of Cliffs Drilling, said that "the acquisition will
significantly expand our operations in Trinidad, where we currently own and
operate one jack-up drilling rig, and will further diversify our expanding
drilling fleet to better service the growing needs of our customers. We are
particularly pleased that the acquisition will maintain substantially all of
the offshore contract drilling business and employees of Well Services, as we
have enjoyed an excellent working relationship with Well Services since we
commenced our operations in Trinidad in mid-1996." Cliffs Drilling currently
owns 14 jack-up drilling rigs, 11 land rigs, 5 mobile offshore production units
and one offshore platform rig.
Cliffs Drilling Company is an international offshore contract drilling
company which provides daywork and turnkey drilling services, mobile offshore
production units and well engineering and management services.
* * * * *
Page 1 of 1
[NYSE LOGO]
