<PAGE> 1
As filed with the Securities and Exchange Commission on August 3, 1994
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MARINE DRILLING COMPANIES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
TEXAS 1381 74-2558926
(State of other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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14141 SOUTHWEST FREEWAY, SUITE 2500
SUGAR LAND, TEXAS 77478
(713) 491-2002
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
WILLIAM H. FLORES
14141 SOUTHWEST FREEWAY, SUITE 2500
SUGAR LAND, TEXAS 77478
(713) 491-2002
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to: VINSON & ELKINS L.L.P.
2500 FIRST CITY TOWER
HOUSTON, TEXAS 77002-6760
Attention: SCOTT N. WULFE
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after the Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, as amended, other than securities offered only in
connection with dividend or interest reinvestment plans, please check the
following box: / X /
CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(1) PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 23,609,375 $5 1/4 $123,949,219 $42,741.11
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(1) Calculated pursuant to Rule 457(c), the registration fee was computed
on the basis of the average of the high and low prices of the
registrant's Common Stock reported by Automated Quotation System, as
of August 1, 1994.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
Subject to Completion, Dated August 2, 1994
(Red Herring language)
P R O S P E C T U S
(MARINE DRILLING LOGO)
MARINE DRILLING COMPANIES, INC.
23,609,375 Shares of Common Stock, $.01 par value
This Prospectus covers 23,609,375 shares (the "Shares") of Common
Stock, par value $.01 per share ("Common Stock"), of Marine Drilling Companies,
Inc. (the "Company"). The Shares are outstanding shares of Common Stock owned
by the persons named in this Prospectus under the caption "Selling
Stockholders." The Company will receive no part of the proceeds of any sales
made hereunder. See "Use of Proceeds."
The Common Stock may be offered from time to time in one or more
transactions (including block transactions) on the Nasdaq Stock Market, in the
over-the-counter market, through negotiated transactions or otherwise, at
market prices prevailing at the time of sale or at negotiated prices. See
"Plan of Distribution."
The Common Stock is traded on the Nasdaq Stock Market. On August 1,
1994, the last reported sale price of the Common Stock on the Nasdaq Stock
Market was $5 1/4 per share.
SEE "INVESTMENT CONSIDERATIONS" FOR CERTAIN CONSIDERATIONS RELEVANT TO
THE INVESTMENT IN THE COMMON STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR
HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 2, 1994.
<PAGE> 3
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING
STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES COVERED
BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER OR SOLICITATION BY ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS AT ANY TIME NOR
ANY SALE MADE HEREUNDER SHALL IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY DATE SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational filing requirements of the
Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "SEC"). Reports, proxy statements
and other information filed by the Company may be inspected and copied at the
public reference facilities maintained by the SEC at Room 1024, Judiciary
Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the SEC's Regional
Offices located at Seven World Trade Center, New York, New York 10048, and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained by mail from the Public Reference Branch of the SEC at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such
material may also be inspected at the offices of the Nasdaq Stock Market, 1735
K Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a Registration Statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") filed by the Company with the SEC under the
Securities Act. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the SEC. Statements contained in
this Prospectus as to the contents of any contract or other document filed as
an exhibit to the Registration Statement are not necessarily complete, and in
each instance reference is hereby made to the copy of such contract or other
document filed as an exhibit to the Registration Statement, each such statement
being qualified in all respects by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC (File No.
0-18309) pursuant to the Exchange Act are incorporated herein by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;
2. The Company's Quarterly Reports on Form 10-Q with respect to
the fiscal quarters ended March 31, 1994 and June 30, 1994.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares shall be deemed to be
incorporated by reference into this Prospectus and to be a part hereof from the
respective dates of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein, or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents which are incorporated herein by
reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Any such requests
should be directed to Marine Drilling Companies, Inc., 14141 Southwest Freeway,
Suite 2500, Sugar Land, Texas 77478-3435, Attention: Investor Relations
(telephone: 713/491-2002).
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THE COMPANY
The Company, through its predecessors, has been engaged since 1966 in
offshore contract drilling of oil and gas wells for independent and major oil
and gas companies. The Company currently operates in the U.S. Gulf of Mexico
and the Bay of Campeche offshore Mexico. As of August 2, 1994, the Company
operated a fleet of twelve mobile offshore jack-up drilling rigs (all but one
of which were owned by the Company), consisting of four independent leg
cantilever jack-ups and eight mat supported jack-ups. At that time, eleven of
the Company's twelve rigs were located in the U.S. Gulf of Mexico and one was
in the Bay of Campeche.
The Company was incorporated in Texas in January 1990 and was
significantly restructured and recapitalized in 1992 and early 1993 (the
"Recapitalization"). The principal executive offices of the Company are
located at 14141 Southwest Freeway, Suite 2500, Sugar Land, Texas 77478-3435
and the telephone number of such offices is (713) 491-2002. References to the
"Company" herein include Marine Drilling Companies, Inc. and its subsidiaries
unless the context otherwise requires.
INVESTMENT CONSIDERATIONS
Prospective purchasers of the shares of Common Stock offered hereby
should carefully consider all of the information set forth or incorporated by
reference in this Prospectus, especially the factors described in the following
paragraphs.
INDUSTRY CONDITIONS; COMPETITION
The offshore drilling business is influenced by a number of factors,
including the current and anticipated prices of oil and gas (which affect the
expenditures by oil and gas companies for exploration and production) and the
availability of drilling rigs. In particular, the Company's drilling
operations are dependent upon the level of offshore drilling activity in the
U.S. Gulf of Mexico and the Bay of Campeche offshore Mexico. Despite
occasional improvements, the market for offshore contract drilling and related
services has been depressed for most of the past ten years due primarily to
depressed oil and gas prices and an oversupply of drilling rigs.
The offshore drilling market is highly competitive and no one
competitor is dominant. There has been a prolonged period of intense price
competition during which many rigs have been idle for long periods of time.
Consequently, some drilling contractors have gone out of business, sought
protection under the bankruptcy laws or consolidated with other contractors.
Notwithstanding these events, the industry remains fragmented, and the Company
believes that bidding for drilling contracts will remain highly competitive for
the foreseeable future. Certain of the Company's competitors are larger, or
are subsidiaries of larger companies, and have greater financial resources than
the Company, which may enable them to better withstand industry downturns,
compete on the basis of price, build new rigs or acquire existing rigs that
become available for purchase.
In addition, jack-up rigs are mobile and competitors have moved and
could move additional rigs into the U.S. Gulf of Mexico and the Bay of
Campeche. Further, there are additional non-marketed rigs stacked in the U.S.
Gulf of Mexico which, subject to some expenditure, could be reactivated to meet
an increase in demand for drilling rigs in the Company's markets. Such
movement or reactivation could depress pricing levels and adversely affect the
supply and demand relationship in the U.S. Gulf of Mexico and the Bay of
Campeche.
OPERATING RISKS
Contract drilling operations are subject to various risks, including
blowouts, cratering, fires and explosions, each of which could result in damage
to or destruction of drilling rigs and oil and gas wells, damage to life and
property, suspension of operations, and environmental damage through oil
spillage and extensive uncontrolled fires. The Company currently maintains
insurance coverage it believes to be customary in the industry against certain
general and marine public liabilities, including liabilities for
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<PAGE> 5
personal injuries. Except in limited circumstances, this insurance does not
cover liability for pollution or environmental damage that originates below the
water surface, although the Company is generally indemnified against such
pollution and environmental liabilities by its customers. There can be no
assurance, however, that such insurance or indemnification will be adequate to
protect the Company against liability from all consequences of well disasters,
extensive fire damage or damage to the environment or that the Company will be
able to maintain adequate insurance in the future at rates it considers
reasonable. Such liabilities, if not covered by insurance or a third party
indemnification, could have a material adverse effect on the Company.
HISTORY OF OPERATING LOSSES
The Company incurred an operating loss for each of the years from 1986
through 1992. As a result of significantly improved industry conditions and
the consummation of the Recapitalization, the Company reported operating income
and net income in 1993 and during the first half of 1994. Continuing
profitability will be dependent upon the Company's ability to maintain
utilization and day rates for its drilling rigs. The Company cannot predict if
such profitability will continue.
CONCENTRATION OF OPERATIONS IN CERTAIN MARKETS
The Company historically has operated its offshore drilling rigs in
the U.S. Gulf of Mexico and the Bay of Campeche offshore Mexico. As of August
2, 1994, eleven of the Company's twelve rigs were located in the U.S. Gulf of
Mexico and one was in the Bay of Campeche. As a result of this geographic
concentration, a decrease in the demand for offshore drilling rigs in the U.S.
Gulf of Mexico and the Bay of Campeche could have a material adverse effect on
the Company even if demand for offshore drilling rigs in other areas of the
world is not adversely affected. Certain of the Company's rigs could, with
certain modifications, be capable of working in other international markets.
However, the Company's rigs are not suitable for those areas that require
hostile environment capabilities, such as the North Sea.
LIMITATIONS ON THE AVAILABILITY OF THE COMPANY'S NET OPERATING LOSS
CARRYFORWARDS
Sales of a significant number of shares of Common Stock by the Selling
Stockholders hereunder could result in an ownership change under Section 382 of
the Internal Revenue Code of 1986, as amended (the "Code"). A change in
ownership under Section 382 of the Code would limit the Company's ability to
use its remaining net operating losses against its future net income and could
result in the Company owing materially higher federal income taxes in a given
year than it would otherwise have owed. Further, the Company has taken the
position that the Recapitalization did not cause an ownership change under
Section 382 of the Code. There can be no assurance however, than an ownership
change will not be deemed to have occurred as a result of the Recapitalization.
If an ownership change were determined to have occurred as a result of the
Recapitalization, the Company's ability to use its remaining net operating
losses against its future net income would be substantially limited.
SIGNIFICANT SHAREHOLDERS
As of August 2, 1994, of the Company's seven directors, two were
affiliated or associated with Warburg, Pincus Capital Company, L.P.
("Warburg"), one was affiliated or associated with Aeneas Venture Corporation
("Aeneas") and one was affiliated or associated with Capricorn Investors, L.P.
("Capricorn"). In addition, William O. Keyes, Chairman and Chief Executive
Officer of the Company, served as a director. As of August 2, 1994, Warburg,
Aeneas, Capricorn and Mr. Keyes owned approximately 25.3%, 12.2%, 5.8% and
3.7%, respectively, of the Company's outstanding Common Stock. Prior to June
29, 1993, Warburg, Aeneas, Capricorn, Mr. Keyes and The Chase Manhattan Bank
(National Association) ("Chase") were parties to a shareholders' agreement
that, among other things, enabled such shareholders to elect all the directors
of the Company. On June 29, 1993, this shareholders' agreement was terminated
except that Warburg continues to have the right to designate two nominees to
the Company's board of directors as long as it owns at least 15% of the
outstanding Common Stock and one nominee as long as it owns at least 5% of the
outstanding Common Stock. Based on their ownership as of August 2, 1994,
Warburg, Aeneas, Capricorn and Mr. Keyes will, in all probability if they act
in concert,
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be able to control the outcome of matters requiring a shareholder vote,
including the election of directors. However, the Company has been informed
that no agreement currently exists among those parties to act in concert.
DEPENDENCE ON KEY PERSONNEL
The Company believes that its operations are dependent to some degree
upon a relatively small group of its management personnel, the loss of any of
whom could have a material adverse effect on the Company. The Company attempts
to minimize this risk through the use of employment and incentive plans
designed to retain key employees.
DEPENDENCE ON A FEW CUSTOMERS
As is typical in the industry, the Company does business with a
relatively small number of customers at any given time. The loss of any one of
the Company's customers could, at least on a short-term basis, have a material
adverse effect on the Company's profitability. Management believes, however,
that at current levels of activity, the Company would have alternative
customers for its services if it lost any single customer and that the loss of
any one customer would not have a material adverse effect on the Company on a
long-term basis.
SHARES AVAILABLE FOR SALE
The 23,609,375 shares of Common Stock to which this Prospectus relates
and which are available for immediately resale by the Selling Stockholders
represent approximately 54% of the outstanding shares of Common Stock as of
August 2, 1994. Sales of substantial amounts of the Common Stock by the
Selling Stockholders could adversely affect the price of and market for the
Common Stock.
LIMITED FOREIGN OWNERSHIP
The Company's Restated Articles of Incorporation contain limitations
upon the percentage of outstanding Common Stock that can be owned by persons
who are not United States citizens within the meaning of certain U.S. statutes
relating to the ownership of U.S. flag vessels. At present, applying the
statutory requirements, the Restated Articles of Incorporation would prohibit
more than 48% of the outstanding Common Stock from being owned by non-U.S.
citizens. These restrictions may at times preclude the transfer or issuance of
Common Stock to non-U.S. citizens and thus restrict the available market for
resales of shares of Common Stock and for the issuance of shares by the
Company.
ENVIRONMENTAL MATTERS
The operations of the Company are subject to numerous federal, state
and local laws and regulations controlling the discharge of materials into the
environment or otherwise relating to the protection of the environment. Such
laws and regulations not only expose the Company to liability for its own
actions but also, under certain circumstances, expose the Company to liability
for the conduct of others or for acts of the Company which were in compliance
with all applicable laws at the time such acts were taken. In addition,
legislative proposals have been introduced which would materially limit or
prohibit offshore drilling in certain environmentally sensitive areas. Some
recent proposals which limit or prohibit drilling in limited parts of the U.S.
Gulf of Mexico and certain other U.S. offshore areas have been enacted into law
and have adversely affected the Company. An Executive Order declaring a
moratorium on oil and gas leasing and exploration until the year 2000 in
certain areas, including the U.S. Gulf of Mexico off southern Florida, is
currently in effect. If additional laws are enacted or other governmental
action is taken that further restrict or prohibit offshore drilling in the U.S.
Gulf of Mexico or impose environmental protection requirements that materially
increase the costs of offshore exploration, development or production of oil
and gas, the Company could be further affected in a materially adverse matter.
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GOVERNMENTAL REGULATION
The business of the Company is affected by political developments and
by federal, state, foreign and local laws and regulations that relate directly
to the oil and gas industry. The adoption of laws and regulations curtailing
exploration and developmental drilling for oil and gas for economic,
environmental and other policy reasons adversely affects the operations of the
Company by limiting available drilling opportunities for its customers.
USE OF PROCEEDS
Each Selling Stockholder will receive all of the net proceeds from the
sale of the Shares owned by such Selling Stockholder and offered hereby. The
Company will not receive any of the proceeds from the sale of the Shares
offered hereby.
SELLING STOCKHOLDERS
The following table sets forth as of August 2, 1994 the number of
shares of Common Stock owned by each of the Selling Stockholders and the number
of shares of common stock which are being offered for sale by each of the
Selling Stockholders. The shares offered for sale constitute all of the shares
of Common Stock (other than 101,461 of the shares owned by Mr. Keyes) known to
the Company to be beneficially owned by the Selling Stockholders.
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Shares Owned
As of
Selling Stockholders August 2, 1994 Shares Offered
-------------------- -------------- --------------
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Warburg, Pincus Capital Company, L.P. (1) . . . . . . . . . . 11,091,120 11,091,120
Aeneas Venture Corporation (2) . . . . . . . . . . . . . . . . 5,328,430 5,328,430
The Chase Manhattan Bank, N.A. . . . . . . . . . . . . . . . . 3,123,984 3,123,984
Capricorn Investors, L.P. (3) . . . . . . . . . . . . . . . . 2,537,726 2,537,726
William O. Keyes (4) . . . . . . . . . . . . . . . . . . . . . 1,629,576 1,528,115
</TABLE>
(1) The sole general partner of Warburg is Warburg, Pincus & Co., a New
York general partnership ("WP"). E.M. Warburg, Pincus & Co., Inc.
("EMW"), through a wholly-owned subsidiary, manages Warburg. WP owns
all of the outstanding stock of EMW and, as the sole general partner
of Warburg, has a 20% interest in the profits of Warburg. EMW owns
.9% of the limited partnership interests in Warburg. Lionel I. Pincus
is the managing partner of WP and may be deemed to control it.
(2) Aeneas is a wholly-owned subsidiary of the President and Fellows of
Harvard College, a Massachusetts educational corporation, that assists
in the management of the Harvard University endowment fund.
(3) The general partner of Capricorn is Capricorn Holdings, G.P., the
general partner of which is Winokur Holdings, Inc.
(4) Mr. Keyes is Chairman of the Board, Chief Executive Officer, President
and Director.
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Warburg, Aeneas, Capricorn, Chase and William O. Keyes, Chairman of
the Board, President and Chief Executive Officer of the Company, were involved
in a number of transactions relating to the Recapitalization as described
below.
Warburg, Aeneas, Capricorn and Mr. Keyes, as holders of shares of the
Company's 14% nonconvertible redeemable preferred stock ("Old Preferred
Stock"), received approximately 8,762,000, 4,309,000, 2,052,000 and 2,216,000
shares of Common Stock, respectively, as a result of the reclassification of
the Old Preferred Stock into Common Stock which occurred in connection with the
Recapitalization.
In connection with the Recapitalization, Chase received approximately
4,464,000 shares of Common Stock in exchange for indebtedness of a subsidiary
of the Company held by Chase.
Pursuant to an agreement entered into in connection with the
Recapitalization, the Company paid the reasonable fees and expenses
(approximately $203,000) of the respective counsel for Warburg, Aeneas,
Capricorn and Chase in connection with the negotiation, preparation, execution
and delivery of that agreement and the consummation of the transactions
contemplated therein.
Warburg, Aeneas and Capricorn purchased 4,800,000 shares of Common
Stock at $1.25 per share through a rights offering in connection with the
Recapitalization. Those parties also acquired approximately 3,300,000 shares
of Common Stock in exchange for a $4,000,000 bridge loan (together with accrued
interest thereon).
Warburg, Aeneas, Capricorn, Mr. Keyes and Chase also obtained
registration rights pursuant to a Registration Rights Agreement entered into in
connection with the consummation of the Recapitalization. In connection with
the Registration Rights Agreement, the Company agreed, among other things, to
use its best efforts to file the Registration Statement and keep it in effect
until December 1995.
Pursuant to the Registration Rights Agreement, the Company has agreed
to pay all expenses in connection with the registration and sale of the Shares,
except that fees and expenses of any underwriter, dealer, broker or agent
allocable to sales of the Shares and fees and expenses of counsel for the
Selling Stockholders will be borne by the Selling Stockholders. In addition,
the Company has agreed to indemnify the Selling Stockholders and each such
underwriter against certain liabilities, including liabilities under the
Securities Act. The Registration Rights Agreement is filed as an exhibit to
the Registration Statement of which this Prospectus is a part.
In connection with the Recapitalization, the Company, Warburg, Aeneas,
Capricorn, Chase and Mr. Keyes entered into a Shareholders' Agreement, all of
the provisions of which have been terminated except for Warburg's continuing
right to nominate directors. See "Investment Considerations -- Significant
Shareholders."
PLAN OF DISTRIBUTION
The Selling Stockholders may sell any Shares offered hereunder from
time to time in one or more transactions (including block transactions in which
a Selling Stockholder is the seller) on the Nasdaq Stock Market or in the
over-the-counter market. The Selling Stockholders may also sell shares in
special offerings, exchange distributions or secondary distributions in
accordance with the rules of the Nasdaq Stock Market, in negotiated
transactions, including through the writing of options on shares of the Common
Stock (whether such options are listed on an options exchange or otherwise), or
otherwise. The Selling Stockholders may effect such transactions by selling
shares of the Common Stock to or through underwriters, dealers, brokers or
agents. Such underwriters, dealers, brokers or agents may sell such shares to
purchasers in one or more transactions (including block transactions) on the
Nasdaq Stock Market or otherwise. Any sales may be made at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices. Without limiting the foregoing, brokers may
act as dealers by purchasing any and all shares of the Common Stock covered by
this Prospectus either
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as agents for others or as principals for their own accounts and reselling such
shares pursuant to this Prospectus. Such brokers will receive compensation
from the Selling Stockholders in the form of commissions or discounts and may
receive compensation from purchasers of the Common Stock for whom they may act
as agent or to whom they may sell as principal in the form of commissions or
discounts. The Selling Stockholders and any underwriters, dealers, brokers or
agents that participate in the sale of such shares may be deemed to be
underwriters, and any profit on the sale of such shares by the Selling
Stockholders and any discounts, commissions or concessions received by any such
underwriter, dealer, broker or agent may be deemed to be underwriting discounts
or commissions under the Securities Act. Furthermore, Warburg and Capricorn
may elect to distribute some or all of the Shares held by them to their
partners.
There can be no assurances that the Selling Stockholders will sell any
or all of the Shares offered hereunder.
DESCRIPTION OF CAPITAL STOCK
GENERAL
The authorized capital stock of the Company currently consists of (i)
200,000,000 shares of Common Stock, par value $.01 per share, of which
approximately 43,811,752 shares were issued and outstanding as of August 2,
1994 and (ii) 20,000,000 shares of Preferred Stock, par value $.01 per share,
of which no shares were issued and outstanding as of the date of this
Prospectus.
COMMON STOCK
Each share of Common Stock is subject to all rights, privileges,
preferences and priorities of any class of preferred stock of the Company.
Each share of Common Stock has an equal and ratable right to receive dividends
as and when declared by the Board of Directors out of any funds of the
corporation legally available for the payment thereof. The Company currently
has no intention to pay dividends on the shares of Common Stock in the
foreseeable future.
In the event of a liquidation, dissolution or winding up of the
Company, the holders of Common Stock are entitled to share equally and ratably
in the assets available for distribution after payment of all liabilities,
including any liquidation preferences payable to the holders of Preferred Stock
that may at the time be outstanding.
Each share of Common Stock is entitled to one vote in the election of
directors and on all other matters submitted to a vote of shareholders.
Holders of Common Stock have no right to cumulate their vote in the election of
directors.
American Stock Transfer & Trust Company, 40 Wall Street, New York, New
York 10005, acts as the transfer agent and registrar of the Common Stock.
PREFERRED STOCK
The Preferred Stock may be divided into and issued in one or more
series, each series to be so designated as to distinguish the shares thereof
from the shares of all other series and classes. The Board of Directors is
vested with the authority to establish and designate such series from time to
time, and within the limitations prescribed by law or set forth in the
Company's Restated Articles of Incorporation, to fix and determine the number,
preferences, limitations and relative rights, including voting rights, of the
authorized shares within each such series; provided, however, that the Board of
Directors may not decrease the number of shares within a series below the
number of shares within such series that is then issued. The Board of
Directors shall exercise such authority by the adoption of a resolution or
resolutions as prescribed by law.
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The terms of any series of Preferred Stock may be amended without the
consent of the holders of any other series of Preferred Stock or of any class
of junior stock, provided such amendment does not adversely affect the holders
of such other series of Preferred Stock or any class of junior stock. Shares
of any class of Preferred Stock which have been issued and reacquired in any
manner and are not held as treasury shares, including shares redeemed by
purchase (whether through the operations of a retirement or sinking fund or
otherwise), will have the status of authorized and unissued Preferred Stock and
may be reissued as a part of the series of which they were originally a part or
may be reclassified into and reissued as part of a new series.
Issuance of Preferred Stock could involve dilution of the equity of
the holders of Common Stock and restrictions on the rights of such holders to
receive dividends or other distributions.
VOTING
The Company's Restated Articles of Incorporation provide that (i)
action may be taken without a meeting, without prior notice, and without a
vote, if a consent or consents in writing, setting forth the action so taken,
shall have been signed by the holder or holders of shares having not less than
the minimum number of votes that would be necessary to take such action at a
meeting of the shareholders, and (ii) the vote required to approve a merger,
share exchange, certain sales of assets, charter amendment or dissolution
involving the Company shall be a majority of each outstanding class of capital
stock entitled to vote thereon.
NO PREEMPTIVE RIGHTS
No holder of shares of the Company, including shares of Common Stock,
shall have any preemptive right or other right to purchase or subscribe for or
receive any shares of any class, or series thereof, of stock of the Company,
whether now or hereafter authorized, or any warrants, options, bonds,
debentures or other securities convertible into, exchangeable for or carrying
any right to purchase any shares of any class, or series thereof, of stock.
FOREIGN OWNERSHIP
The Restated Articles of Incorporation of the Company contain
provisions limiting foreign ownership of the capital stock of the Company.
These provisions are intended to protect the Company's ability to continue to
own its rigs as U.S. flag vessels. Having a rig designated as a U.S. flag
vessel is desirable because, among other things, certain types of financings
are available only for U.S. flag vessels. The Shipping Act of 1916, as amended
(the "Shipping Act"), prohibits the transfer of a U.S. flag vessel or any
interest therein, without the consent of the United States Maritime
Administration, to a person who is not a citizen of the United States. The
penalties for violation of this provision include forfeiture of the vessel. A
corporation is not considered a U.S. citizen for these purposes unless, among
other things, the controlling interest therein is owned by citizens of the
United States. Thus, a transfer of Common Stock which would result in more
than 50% of the outstanding Common Stock being held by non-U.S. citizens could
constitute a transfer of the rigs in violation of the Shipping Act. Under the
provisions of the Company's Restated Articles of Incorporation, (i) shares of
any class of capital stock of the Company are not issuable to and are not
registrable upon transfer in the name of any person who cannot demonstrate to
the satisfaction of the Company that such person is a United States citizen (as
defined for purposes of the Shipping Act and hereinafter referred to as "U.S.
citizens") and is not holding such shares for the account or benefit of any
non-U.S. citizen, if as a result of such issuance or registration of transfer
the percentage of such class owned by non-U.S. citizens would exceed a fixed
percentage (the "Permitted Percentage"), which is equal to 2% less than the
percentage that would prevent the Company from being a U.S. citizen (currently
50%, thus resulting in a Permitted Percentage of 48%), and any such transfer
shall be void and ineffective as against the Company, and (ii) if at any time
non-U.S. ownership of any such class (either record or beneficial) exceeds the
Permitted Percentage, the Company may withhold payment of dividends on such
shares deemed to be in excess of the Permitted Percentage and may suspend the
voting rights of such shares.
9
<PAGE> 11
Certificates representing the capital stock of the Company bear
legends concerning the restrictions on non-U.S. ownership. In addition, the
Board of Directors is authorized to adopt a bylaw provision for the
establishment of a dual stock certificate system under which different forms of
certificates may be used to indicate whether or not the owner thereof is a U.S.
citizen. To date, the Board of Directors has not deemed it necessary to adopt
such a system.
The restrictions imposed by the Company's Restated Articles of
Incorporation may at times preclude U.S. citizens from transferring their
shares of Common Stock to non-U.S. citizens. This may restrict the available
market for resales of shares of Common Stock and for the issuance of shares by
the Company.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will be
passed upon for the Company by Vinson & Elkins L.L.P., Houston, Texas.
EXPERTS
The consolidated financial statements and schedules of the Company
included in the Company's Annual Report on Form 10-K as of December 31, 1993
and 1992, and for each of the years in the three-year period then ended have
been audited by KPMG Peat Marwick, independent certified public accountants, as
set forth in their report therein, and are incorporated herein by reference.
Such consolidated financial statements and schedules are incorporated herein by
reference in reliance upon the authority of such firm as experts in accounting
and auditing.
10
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection
with the distribution of the securities covered by this Registration Statement.
All of the expenses will be borne by the Company except as otherwise indicated.
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee . . . . . . . . . . $ 42,741
Printing Expenses* . . . . . . . . . . . . . . . . . . . . . . . . . . 1,000
Accountants' Fees and Expenses* . . . . . . . . . . . . . . . . . . . . 2,000
Legal Fees and Expenses* . . . . . . . . . . . . . . . . . . . . . . . 10,000 (1)
Miscellaneous* . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,000
-----------
Total* . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 58,741
===========
</TABLE>
* Estimates
(1) Approximately $5,000 of such expenses will be incurred and paid for by
certain Selling Stockholders.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 2.02-1 of the Texas Business Corporation Act provides that any
director or officer of a Texas corporation may be indemnified against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by him in connection with or in defending any action, suit or
proceeding in which he is a party by reason of his position. A director or
officer may be indemnified only if it is determined that the person (a)
conducted himself in good faith; (b) reasonably believed (i) in the case of
conduct in his official capacity, that his conduct was in the corporation's
best interests; and (ii) in all other cases, that his conduct was at least not
opposed to the corporation's best interests; and (c) in the case of any
criminal proceeding, had no reasonable cause to believe his conduct was
unlawful. If a director or officer is wholly successful, on the merits or
otherwise, in connection with such a proceeding, such indemnification is
mandatory.
The Company's Restated Articles of Incorporation contain provisions
eliminating or limiting liabilities of directors for breaches of their duty of
care. The Company's Bylaws provide for indemnification of officers and
directors of the Company and persons serving at the request of the Company in
such capacities for other business organizations against certain losses, costs,
liabilities and expenses incurred by reason of their positions with the Company
or such other business organizations. The Company also has policies insuring
its officers and directors against certain liabilities for actions taken in
such capacities, including liabilities under the Securities Act.
As Aeneas Venture Corporation's representative to the Company's Board
of Directors, Mr. McMahon is indemnified by Harvard Management Company, Inc.
against certain liabilities Mr. McMahon may incur as a result of his serving as
a director of the Company. As Warburg's representatives to the Company's Board
of Directors, Messrs. Newman and Libowitz are indemnified by Warburg, Pincus
Capital Company, L.P. against certain liabilities Messrs. Newman and Libowitz
may incur as a result of their serving as directors of the Company. As
Capricorn's representative to the Company's Board of Directors, Mr. Winokur is
indemnified by Capricorn Investors, L.P., against certain liabilities Mr.
Winokur may incur as a result of his serving as a director of the Company.
II-1
<PAGE> 13
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
4.1 Restated Articles of Incorporation of Marine Drilling Companies, Inc. (Incorporated by reference to Exhibit
28.17 to the Current Report on Form 8-K of the Registrant dated October 30, 1992.)
4.2 Amended and Restated Bylaws of Marine Drilling Companies, Inc. (Incorporated by reference to Exhibit 28.18 to
the Current Report on Form 8-K of the Registrant dated October 30, 1992.)
* 5.1 Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
* 23.1 Consent of Independent Certified Public Accountants.
23.2 Consent of Vinson & Elkins L.L.P. (see Exhibit 5.1).
* 24.1 Powers of attorney.
99.1 Registration Rights Agreement, dated October 29, 1992, among Marine Drilling Companies, Inc., The Chase
Manhattan Bank (National Association), Corpus Christi National Bank, Bank One, Texas, N.A., Energy Management
Corporation, Randall D. Smith, Trustee, Kathryn Sladek Smith Trust Article Third B, II of Last Will and
Testament of Kathryn Sladek Smith, Warburg, Pincus Capital Company, L.P., Aeneas Venture Corporation,
Capricorn Investors, L.P. and William O. Keyes. (Incorporated by reference to Exhibit 28.19 to the Current
Report on Form 8-K of the Registrant dated October 30, 1992.)
99.2 Shareholders' Agreement, dated October 29, 1992, among Marine Drilling Companies, Inc., The Chase Manhattan
Bank (National Association), Warburg, Pincus Capital Company, L.P., Aeneas Venture Corporation, Capricorn
Investors, L.P. and William O. Keyes. (Incorporated by reference to Exhibit 28.20 to the Current Report on
Form 8-K of the Registrant dated October 30, 1992.)
99.3 Termination and Amendment Agreement (respecting the Shareholders' Agreement dated October 29, 1992) dated as
of June 18, 1993 by and among Marine Drilling Companies, Inc., The Chase Manhattan Bank (National
Association), Warburg, Pincus Capital Company, L.P., Aeneas Venture Corporation, Capricorn Investors, L.P. and
William O. Keyes. (Incorporated by reference to Exhibit 10.22 to the Annual Report on Form 10-K of the
Registrant for the year ended December 31, 1993.)
</TABLE>
* Filed herewith.
(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the first two quarters of 1994.
II-2
<PAGE> 14
ITEM 17. UNDERTAKINGS.
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such officer, director or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by a final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act, unless such information
required to be included in such post-effective amendment is
contained in periodic reports filed by the Registrant pursuant
to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement, unless such information is contained
in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(c) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE> 15
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of
prospectus filed as part of this registration statement in reliance
upon Rule 430A and contained in a form of prospectus filed by the
Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, each post-effective amendment that
contains a form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-4
<PAGE> 16
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THE REGISTRANT HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF SUGAR LAND, STATE OF TEXAS, ON THIS 2ND DAY OF AUGUST 1994.
MARINE DRILLING COMPANIES, INC.
By WILLIAM O. KEYES
William O. Keyes
President
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS
AMENDED, THIS REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING
PERSONS IN THE CAPACITIES AND ON THE DATES INDICATED:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
WILLIAM O. KEYES Chairman of the Board, President August 2, 1994
- ------------------------------- and Chief Executive Officer
William O. Keyes (Principal Executive Officer)
WILLIAM H. FLORES Senior Vice President, Chief August 2, 1994
- ------------------------------- Financial Officer and Director
William H. Flores (Principal Financial Officer)
JOAN R. SMITH Vice President, Controller August 2, 1994
- ------------------------------- and Secretary
Joan R. Smith (Principal Accounting Officer)
DAVID E. LIBOWITZ* Director August 2, 1994
- -------------------------------
David E. Libowitz
CHRISTOPHER M. LINNEMAN* Director August 2, 1994
- -------------------------------
Christopher M. Linneman
MICHAEL E. MCMAHON* Director August 2, 1994
- -------------------------------
Michael E. McMahon
HOWARD H. NEWMAN* Director August 2, 1994
- -------------------------------
Howard H. Newman
HERBERT S. WINOKUR, JR.* Director August 2, 1994
- -------------------------------
Herbert S. Winokur, Jr.
* By WILLIAM H. FLORES
---------------------------
William H. Flores
Attorney-in-Fact
</TABLE>
Date: August 2, 1994
II-5
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
------ -------- ------------
<S> <C>
5.1 Opinion of Vinson & Elkins L.L.P. as to the legality of the securities
being registered.
23.1 Consent of Independent Certified Public Accountants
24.1 Powers of attorney.
</TABLE>
<PAGE> 1
EXHIBIT 5.1
(LETTERHEAD)
August 3, 1994
Marine Drilling Companies, Inc.
14141 Southwest Freeway, Suite 2500
Sugar Land, Texas 77478
Gentlemen:
We are acting as counsel for Marine Drilling Companies, Inc., a Texas
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement"), together with the Prospectus included
therein, filed by the Company with the Securities and Exchange Commission (the
"SEC") for the purpose of registering under the Securities Act of 1933, as
amended, the offer and sale by certain of the Company's stockholders of
23,609,375 shares of Common Stock (the "Shares"). Capitalized terms used but
not defined herein have the meanings given such terms in the Registration
Statement.
Before rendering our opinions, we examined such corporate records of
the Company, resolutions of its Board of Directors and certificates,
instruments and other documents, and we reviewed such questions of law, as we
considered appropriate for purposes of our opinions.
Based upon the foregoing, we are of the opinion that the Shares have
been duly issued and delivered in accordance with the terms of the Company's
Restated Articles of Incorporation and have been validly issued, fully paid and
are nonassessable.
We hereby consent to the statements with respect to us under the
heading "Legal Opinions" in the Prospectus forming a part of the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement, but we do not admit that we are within the class of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended
or the rules and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
Vinson & Elkins L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Marine Drilling Companies, Inc.:
We consent to the use of our audit report, incorporated herein by
reference, dated February 18, 1994 on the consolidated financial statements and
schedules of Marine Drilling Companies, Inc. and subsidiaries as of December
31, 1993 and 1992, and for each of the years in the three-year period then
ended and to the reference to our firm under the heading "Experts" in the
prospectus and registration statement.
KPMG PEAT MARWICK
Houston, Texas
August 2, 1994
<PAGE> 1
EXHIBIT 24.1
MARINE DRILLING COMPANIES, INC.
POWER OF ATTORNEY
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
registration statement on Form S-3, with such amendment or amendments thereto
in each case as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to said registration statement;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint William H. Flores, his true and lawful attorney
with power to act with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Director the
registration statement referred to above, together with any and all amendments
thereto as said attorney shall deem necessary or incidental in connection
therewith, and to file the same with the Commission. Such attorney shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
this 20th day of July 1994.
/s/ DAVID E. LIBOWITZ
David E. Libowitz
<PAGE> 2
EXHIBIT 24.1
MARINE DRILLING COMPANIES, INC.
POWER OF ATTORNEY
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
registration statement on Form S-3, with such amendment or amendments thereto
in each case as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to said registration statement;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint William H. Flores, his true and lawful attorney
with power to act with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Director the
registration statement referred to above, together with any and all amendments
thereto as said attorney shall deem necessary or incidental in connection
therewith, and to file the same with the Commission. Such attorney shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
this 20th day of July 1994.
/s/ CHRISTOPHER M. LINNEMAN
Christopher M. Linneman
<PAGE> 3
EXHIBIT 24.1
MARINE DRILLING COMPANIES, INC.
POWER OF ATTORNEY
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
registration statement on Form S-3, with such amendment or amendments thereto
in each case as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to said registration statement;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint William H. Flores, his true and lawful attorney
with power to act with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Director the
registration statement referred to above, together with any and all amendments
thereto as said attorney shall deem necessary or incidental in connection
therewith, and to file the same with the Commission. Such attorney shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
this 20th day of July 1994.
/s/ MICHAEL E. MCMAHON
Michael E. McMahon
<PAGE> 4
EXHIBIT 24.1
MARINE DRILLING COMPANIES, INC.
POWER OF ATTORNEY
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
registration statement on Form S-3, with such amendment or amendments thereto
in each case as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to said registration statement;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint William H. Flores, his true and lawful attorney
with power to act with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Director the
registration statement referred to above, together with any and all amendments
thereto as said attorney shall deem necessary or incidental in connection
therewith, and to file the same with the Commission. Such attorney shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
this 20th day of July 1994.
/s/ HOWARD H. NEWMAN
Howard H. Newman
<PAGE> 5
EXHIBIT 24.1
MARINE DRILLING COMPANIES, INC.
POWER OF ATTORNEY
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), intends to file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), a
registration statement on Form S-3, with such amendment or amendments thereto
in each case as may be necessary or appropriate, together with any and all
exhibits and other documents having relation to said registration statement;
NOW, THEREFORE, the undersigned in his capacity as a director of the
Company, does hereby appoint William H. Flores, his true and lawful attorney
with power to act with full power of substitution and resubstitution, to
execute in his name, place and stead, in his capacity as Director the
registration statement referred to above, together with any and all amendments
thereto as said attorney shall deem necessary or incidental in connection
therewith, and to file the same with the Commission. Such attorney shall have
full power and authority to do and perform in the name and on behalf of the
undersigned, in any and all capacities every act whatsoever necessary or
desirable to be done in the premises, as fully and to all intents and purposes
as the undersigned might or could do in person, the undersigned hereby
ratifying and approving the acts of such attorney.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of
this 20th day of July 1994.
/s/ HERBERT S. WINOKUR, JR.
Herbert S. Winokur, Jr.
