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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): DECEMBER 1, 1998
CLIFFS DRILLING COMPANY
(Exact name of Registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
001-12797 76-0248934
(Commission File Number) (I.R.S. 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)
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Item 1. Change of Control
Effective as of December 1, 1998, a change in control of Cliffs
Drilling Company (the "Company") occurred as a result of the merger of RBF
Cliffs Acquisition Corp. ("Merger Sub"), a wholly-owned subsidiary of R&B Falcon
Corporation ("R&B Falcon"), with and into the Company. The merger was effected
pursuant to an Agreement and Plan of Merger dated August 21, 1998 (the "Merger
Agreement") among R&B Falcon, Merger Sub and the Company, which was approved by
the stockholders of the Company at a special meeting held November 20, 1998.
As a result of the merger, each outstanding share of common stock of
the Company was converted into 1.7 shares of common stock of R&B Falcon and cash
in lieu of fractional shares, as provided for in the Merger Agreement, and the
Company is now a wholly-owned subsidiary of R&B Falcon. It is anticipated that
approximately 27,110,275 shares of common stock of R&B Falcon will be issued in
consideration for the merger.
Item 5. Other
As required by the Merger Agreement, the Company executed Amendment No.
2 to the Cliffs Drilling Company Compensation Deferral Plan (the "Compensation
Deferral Amendment") dated as of November 20, 1998. A copy of the Compensation
Deferral Amendment is attached hereto as Exhibit 10.23.2 and is hereby
incorporated by reference.
Item 7. Financial Statements And Exhibits
(c) Exhibits.
10.23.2 Amendment No. 2 to Cliffs Drilling Company
Compensation Deferral Plan dated as of November 20,
1998.
99.1 Press Release dated November 20, 1998.
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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
Dated: December 10, 1998 By: /s/ Edward A. Guthrie
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Edward A. Guthrie
Vice President - Finance
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INDEX TO EXHIBITS
Exhibit Description
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10.23.2 Amendment No. 2 to Cliffs Drilling Company Compensation
Deferral Plan dated as of November 20, 1998.
99.1 Press Release dated November 20, 1998.
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EXHIBIT 10.23.2
AMENDMENT NO. 2 TO
CLIFFS DRILLING COMPANY
COMPENSATION DEFERRAL PLAN
THIS AMENDMENT NO. 2 TO CLIFFS DRILLING COMPANY COMPENSATION DEFERRAL
PLAN (this "Amendment") is entered into effective as of November 20, 1998, by
CLIFFS DRILLING COMPANY, a Delaware corporation (the "Company").
WHEREAS, the Company adopted that certain Cliffs Drilling Company
Compensation Deferral Plan dated effective as of January 1, 1998, as amended by
Amendment No. 1 to the Cliffs Drilling Compensation Deferral Plan dated as of
August 20, 1998 (as so amended, the "Plan");
WHEREAS, the Company is the Sponsor of the Plan, and Section 9.1 of the
Plan provides that the Sponsor may at any time modify or amend the Plan subject
to certain restrictions set forth in Section 9.2;
WHEREAS, the Company has entered into an Agreement and Plan of Merger
dated as of August 21, 1998 (the "Merger Agreement") among the Company, R&B
Falcon Corporation and RBF Cliffs Acquisition Corp, a wholly-owned subsidiary of
R&B Falcon, providing for the merger of RBF Cliffs Acquisition Corp. with and
into the Company; and
WHEREAS, pursuant to Section 9.1 of the Plan and as required by Section
5.8(c) of the Merger Agreement, the Company desires to amend certain terms of
the Plan.
NOW, THEREFORE, the Plan shall be amended as follows:
1. Section 2.5 of the Plan is hereby deleted and replaced in its
entirety by the following:
"2.5 FROZEN ACCOUNTS. A Participant's Accounts shall be frozen
as of the date that he is no longer an Active Participant; provided
that the Accounts of such a Participant shall be unfrozen immediately
upon his redesignation as an Active Participant, and he shall thereupon
participate in the Plan in accordance with the terms thereof. In
addition, notwithstanding anything herein to the contrary, all
Participant's Accounts shall be frozen as of the later of (i) December
31, 1998, or (ii) the effective time of the merger of RBF Cliffs
Acquisition Corp. with and into the Sponsor of the Plan. A Participant
whose Accounts have been frozen shall not be permitted to make
additional deferrals under the Plan, nor shall his Accounts share in
the allocation of any Employer Matching Credits which are allocated to
Participants' Accounts as of a date on or after the date as of which
his Account is frozen. Such a Participant's Accounts, however, shall
continue to share in any
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Investment Gain or Loss of the Plan during the period of time that his
Accounts are frozen."
3. Immediately following existing Section 9.5 of the Plan, a new
Section 9.6 of the Plan is hereby added and shall read as follows:
"9.6 TERMINATION OF THE PLAN. Notwithstanding any other
provision of the Plan, the Plan shall terminate on the fifth
anniversary of the effective time of the merger of RBF Cliffs
Acquisition Corp. with and into the Sponsor of the Plan."
4. The term "Plan Document" as used in the Plan shall be deemed to
refer to the Plan as amended by this Amendment.
5. Except as expressly set forth herein, this Amendment shall not by
implication or otherwise alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained in the Plan,
all of which are ratified and affirmed in all respects and shall continue in
full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed as the of date first above written.
Attest: CLIFFS DRILLING COMPANY
/s/ Cindy B. Taylor By: /s/ Edward A. Guthrie
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Cindy B. Taylor Edward A. Guthrie
Secretary Vice President - Finance
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EXHIBIT 99.1
CLIFFS NEWS RELEASE
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DRILLING COMPANY DATE: November 20, 1998
1200 SMITH STREET, SUITE 300 CONTACT: EDWARD A. GUTHRIE
HOUSTON, TEXAS 77002 VICE PRESIDENT-FINANCE
PHONE: (713) 651-9426
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CLIFFS DRILLING STOCKHOLDERS APPROVE MERGER
Houston, Texas, (November 20, 1998) - Cliffs Drilling Company
(NYSE:CDG) ("the Company") announced that at a special meeting today its
stockholders approved the merger of the Company with R&B Falcon Corporation,
whereby the Company will become a wholly owned subsidiary of R&B Falcon
Corporation. The effective date of the merger will be December 1, 1998.
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.
