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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 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): February 23, 1995
Commission File Number: 0-18309
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MARINE DRILLING COMPANIES, INC.
(Exact name of registrant as specified in its charter)
TEXAS 74-2558926
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
14141 SOUTHWEST FREEWAY, SUITE 2500, SUGAR LAND, TEXAS 77478-3435
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 491-2002
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(Former name if changed since last report)
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(Former address if changed since last report)
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ITEM 5. OTHER EVENTS
A. On February 15, 1995, the Company announced a mutual
agreement with Falcon Drilling Companies, Inc. to
terminate their letter of intent that had contemplated
a combination of the two companies.
ITEM 7(c). EXHIBITS
Exhibit
Number Description
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99.7 Letter agreement dated February 15, 1995
between Marine Drilling Companies, Inc. and
Falcon Drilling Company, Inc. to terminate
agreement dated November 2, 1994 relating to
proposed merger.
99.8 Press release dated February 15, 1995 regarding
the termination of letter of intent to merge
with Falcon Drilling Companies, Inc.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MARINE DRILLING COMPANIES, INC.
(Registrant)
Date: February 23, 1995 By: /s/ William H. Flores
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William H. Flores
Senior Vice President -
Chief Financial Officer and Director
(Principal Financial Officer)
Date: February 23, 1995 By /s/ Joan R. Smith
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Joan R. Smith
Vice President, Controller and Secretary
(Principal Accounting Officer)
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBITS
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<S> <C>
99.7 Letter agreement dated February 15, 1995 between
Marine Drilling Companies, Inc. and Falcon Drilling
Company, Inc. to terminate agreement dated
November 2, 1994 relating to proposed merger.
99.8 Press release dated February 15, 1995 regarding
the termination of letter of intent to merge with
Falcon Drilling Companies, Inc.
</TABLE>
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EXHIBIT 99.7
[MARINE DRILLING COMPANIES LETTERHEAD]
February 15, 1995
Falcon Drilling Company, Inc.
1900 West Loop South, Suite 1910
Houston, Texas 77027
Attention: Mr. Steven A. Webster
Chairman of the Board
Gentlemen:
This agreement, when countersigned by you, constitutes a full and
complete termination of our agreement, including without limitation the
provisions of Item 9 thereof, dated November 2, 1994 relating to the proposed
merger of Marine Drilling Companies, Inc. and Falcon Drilling Company, Inc.
Each of the parties agrees that it will not make any public or private
statement concerning the subject matter of the agreement dated November 2,
1994, or the termination thereof that is intended to harm, impair the
reputation of, or lead to unwanted or unfavorable publicity for, the other
party.
The parties agree that, anything therein to the contrary
notwithstanding, the mutual Confidentiality Agreements dated July 11, 1994,
shall remain in effect until December 31, 1996.
Very truly yours,
MARINE DRILLING COMPANIES, INC.
By: /s/ WILLIAM O. KEYES
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William O. Keyes
President and Chief Executive
Officer
Confirmed and Agreed:
FALCON DRILLING COMPANY, INC.
By: /s/ STEVEN A. WEBSTER
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Name: Steven A. Webster
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Title: CEO
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EXHIBIT 99.8
NEWS RELEASE
FALCON DRILLING COMPANY, INC. MARINE DRILLING COMPANIES, INC.
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1900 West Loop South, Suite 1910 14141 Southwest Freeway, Suite 2500
Houston, Texas 77027 Sugar Land, Texas 77478-3435
[LOGO] [LOGO]
DATE: February 15, 1995
CONTACT: Steven A. Webster, Chairman & CEO, Falcon Drilling Company,
Inc. Robert F. Fulton, Exec. Vice President & CFO, Falcon
Drilling Company, Inc. (713) 623-8984
William O. Keyes, President & CEO, Marine Drilling Companies,
Inc. William H. Flores, Sr. Vice President & CFO, Marine
Drilling Companies, Inc. (713) 491-2002
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FALCON DRILLING COMPANY, INC.
AND
MARINE DRILLING COMPANIES, INC.
ANNOUNCE TERMINATION OF MERGER DISCUSSIONS
HOUSTON, TEXAS (February 15, 1995) -- Marine Drilling Companies, Inc.
(NSM-MDCO) and Falcon Drilling Company, Inc. announced today that they have
mutually agreed to terminate their letter of intent that had contemplated a
combination of the two companies. Current market conditions led both parties
to conclude that a definitive agreement could not be reached at this time.
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