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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): MAY 19, 1999
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 4. Change in Registrant's Certifying Accountant.
Effective December 1, 1998, Cliffs Drilling Company (the "Company")
was acquired by R&B Falcon Corporation, a Delaware corporation ("R&B Falcon"),
by way of a merger (the "Merger") of RBF Cliffs Acquisition Corp., a Delaware
corporation and a wholly owned subsidiary of R&B Falcon, with and into the
Company. As a result of the Merger, the Company is now a wholly-owned
subsidiary of R&B Falcon.
Prior to the Merger, Ernst & Young LLP ("Ernst & Young") served as the
principal accountant to audit the Company's financial statements, and Arthur
Andersen LLP ("Arthur Andersen") served as the principal accountant to audit
the financial statements of R&B Falcon and its consolidated subsidiaries. On
May 19, 1999, the Board of Directors of R&B Falcon, upon the recommendation of
the Audit Committee, selected Arthur Andersen to audit the books, records, and
accounts of the Company. Accordingly, Arthur Andersen will serve as the
principal accountant to audit the Company's financial statements, effective as
of May 19, 1999.
R&B Falcon's decision to utilize Arthur Andersen as the Company's
principal independent auditor may be deemed to constitute a dismissal of Ernst
& Young within the meaning of Item 304(a) of Regulation S-K promulgated by the
Securities and Exchange Commission (the "Commission"). The reports of Ernst &
Young on the Company's consolidated financial statements as of December 31,
1997 and 1998 and for each of the years in the three-year period ended December
31, 1998 did not contain an adverse opinion or a disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope, or accounting
principles. In connection with the audits of the Company's financial statements
for the fiscal years ended December 31, 1997 and 1998, and in the subsequent
interim period, there were no disagreements with Ernst & Young on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Ernst &
Young, would have caused Ernst & Young to make reference to the matter in their
report. The Company has requested Ernst & Young to furnish the Company with a
letter addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated May 19, 1999, is filed as Exhibit 16.1
hereto.
Item 7. Financial Statements And Exhibits
(c) Exhibits.
16.1 Letter from Ernst & Young LLP
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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: May 19, 1999 By: /s/ Edward A. Guthrie
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Edward A. Guthrie
Vice President - Finance
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
16.1 Letter from Ernst & Young LLP
</TABLE>
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EXHIBIT 16.1
[LETTERHEAD OF ERNST & YOUNG LLP]
May 19, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of the Form 8-K dated May 19, 1999 of Cliffs
Drilling Company and are in agreement with the statements contained in the
second through last sentences of the third paragraph therein. We have no basis
to agree or disagree with other statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
