<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
-----------------------
1994 FORM 10-K/A
AMENDMENT NO. 1
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1994
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934. (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO .
------------------ ------------------
COMMISSION FILE NUMBER: 0-18309
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)
<TABLE>
<S> <C>
ONE SUGAR CREEK CENTER BLVD. -- SUITE 600, SUGAR LAND, TEXAS 77478-3556
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (713) 243-3000
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Name of each exchange
Title of each class on which registered
------------------- ---------------------
COMMON STOCK, $.01 PAR VALUE NASDAQ STOCK MARKET
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X . No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
AGGREGATE MARKET VALUE OF THE COMMON STOCK HELD BY
NONAFFILIATES ON APRIL 27, 1995 - $97,158,580.
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING
ON APRIL 27, 1995 - 44,009,643.
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE> 2
The undersigned Registrant hereby amends the items included in its
annual report on Form 10-K for the fiscal year ended December 31, 1994 as
follows:
- Part III
- Part IV
PART III
ITEM 10. DIRECTORS OF THE REGISTRANT
The directors of the Company are as follows:
<TABLE>
<CAPTION>
Director
Name Age Position Since
-------------------------- --- ------------------------------- -----------
<S> <C> <C> <C>
William O. Keyes . . . . . . . . 65 Chairman of the Board, President,
Chief Executive Officer and Director 1990
William H. Flores . . . . . . . . 41 Senior Vice President, Chief Financial
Officer, Assistant Secretary and Director 1990
David E. Libowitz (1) . . . . . . 32 Director 1994
Christopher M. Linneman (1)(2) . 35 Director 1994
Howard H. Newman . . . . . . . . 48 Director 1987
Herbert S. Winokur, Jr. (2) . . . 51 Director 1987
</TABLE>
(1) Member of Audit Committee
(2) Member of Personnel and Compensation Committee
William O. Keyes, a Director since March 1990, has been Chairman of the
Board, President and Chief Executive Officer of the Company since December 1991.
He served as Vice Chairman of the Board and Senior Vice President of the Company
from March 1990 to December 1991. Prior thereto, Mr. Keyes served as sole
director, sole shareholder and President of Keyes Offshore, Inc. since its
organization in October 1977.
William H. Flores has been Senior Vice President, Chief Financial
Officer, Assistant Secretary and Director since March 1990. Prior thereto, Mr.
Flores served as Vice President--Finance for Keyes Offshore, Inc. since December
1986.
David E. Libowitz has been a Director of the Company since 1994. Mr.
Libowitz has served as a Vice President of Warburg, Pincus Ventures, Inc., the
venture banking subsidiary of E.M. Warburg, Pincus & Co., Inc., since January
1995 and has been associated with E. M. Warburg, Pincus & Co., Inc. since 1991.
Christopher M. Linneman has been a Director of the Company since 1994.
Mr. Linneman has served as a Managing Director of Chemical Securities, Inc.
since May 1994. Prior thereto, he was associated with E. M. Warburg, Pincus &
Co., Inc. since April 1990, serving as a Vice President from January 1992 to
April 1994. He also served as Vice President with Drexel Burnham Lambert Inc.
from January 1989 to March 1990.
Howard H. Newman has been a Director of the Company since 1987. Mr.
Newman has served as Managing Director of E.M. Warburg, Pincus & Co., Inc. since
1987. He is also a director of ADVO, Inc., Comcast UK Cable Partners Limited,
Newfield Exploration Company and RenaissanceRe Holdings Ltd.
Herbert S. Winokur, Jr. has been a director of the Company since 1987.
Mr. Winokur has been President of Winokur & Associates, Inc., an investment and
management services firm, and Managing General Partner of Capricorn Investors,
L.P., a private investment partnership concentrating on investments in
restructuring situations, since 1987. He previously served as Senior Executive
Vice President and a Director of Penn Central Corporation from 1983 to 1987,
except for his position as Director to which he was elected in 1984. He is
Chairman of the Board of DynCorp and a Director of Enron Corporation, NHP, Inc.
and NacRe Corporation.
1
<PAGE> 3
Each of the elected directors has been elected to serve until the next
annual meeting of the Company's stockholders, or until his successor is duly
elected and qualified.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange
Act") requires the Company's directors and executive officers, and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file by specific dates with the Securities and Exchange
Commission ("SEC") initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file. The Company is required to report in this statement any failure to
file by the relevant due date any of these reports during the preceding fiscal
year.
To the Company's knowledge, based solely on review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the fiscal year ended December 31, 1994, all
Section 16(a) filing requirements applicable to the Company's officers,
directors and greater than ten percent beneficial owners were timely satisfied
except as follows:
. W. Thomas Adams, the Company's Vice President of Marketing and Sales
from October 10, 1994 to February 20, 1995, failed to timely report
his election as an executive officer of the Company on October 10,
1994. The event was later report on Form 3, filed February 10, 1995.
ITEM 11. EXECUTIVE COMPENSATION AND RELATED MATTERS
The following table sets forth information with respect to the five
executive officers of the Company:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------- ----------------------
AWARDS
------
OTHER SECURITIES ALL OTHER
ANNUAL UNDERLYING COMPEN-
NAME AND COMPEN- STOCK LTIP SATION
PRINCIPAL POSITION YEAR SALARY BONUS SATION OPTIONS PAYOUTS (1)
------------------ ---- ------ ----- ------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
William O. Keyes 1994 $180,000 $65,000 $-- -- $-- $20,340
Director, Chairman 1993 165,000 2,000,000 -- -- -- 16,186
of the Board, 1992 165,000 100,000 -- 400,000 -- 7,166
President & CEO
William H. Flores 1994 140,016 44,500 -- -- -- 7,756
Director, SVP, 1993 130,008 2,000,000 -- -- -- 9,751
CFO & Asst. Secr. 1992 130,008 100,000 -- 402,400 -- 731
Gerald T. Greak 1994 126,432 15,000 -- -- -- 9,722
SVP--Engineering 1993 120,400 169,199 -- 75,000 -- 11,317
1992 120,400 20,000 -- 201,800 -- 2,233
Hugh L. Adkins 1994 115,032 17,250 -- -- -- 9,179
SVP/Operations Mgr. 1993 100,000 199,499 -- 75,000 -- 8,404
1992 95,833 15,000 -- 150,520 -- 1,073
Joan R. Smith (2) 1994 85,224 14,000 -- -- -- 5,503
VP/Controller/Secr. 1993 80,640 197,352 -- 40,000 -- 6,780
(see footnotes on following page)
</TABLE>
2
<PAGE> 4
Footnotes:
(1) "All Other Compensation" includes the value of group life insurance
benefits provided on behalf of each respective executive officer, and
benefits related to the Marine Drilling Companies 401(k) Profit Sharing
Plan including (i) the value of the Company's matching contributions up
to 5% of qualified compensation and (ii) the value of forfeitures
allocated to each individual's account. The amounts reported are set
forth in detail below:
<TABLE>
<CAPTION>
Life 401(k)
Name Year Insurance Plan
---------------- ---- --------- ---------
<S> <C> <C> <C>
William O. Keyes 1994 $ 11,340 $ 9,000
1993 6,950 9,236
1992 6,950 216
William H. Flores 1994 755 7,001
1993 515 9,236
1992 515 216
Gerald T. Greak 1994 1,895 7,827
1993 2,081 9,236
1992 2,081 152
Hugh L. Adkins 1994 1,027 8,152
1993 1,044 7,360
1992 935 138
Joan R. Smith 1994 272 5,231
1993 319 6,461
</TABLE>
(2) In accordance with the rules on executive compensation disclosure
adopted by the SEC, Ms. Smith's compensation is not shown for years
prior to 1993, which was the year during which she first became an
executive officer.
STOCK OPTIONS
No stock options were granted to any named executive officer in 1994.
The following table sets forth information with respect to each named executive
officer concerning the exercise of options during the last fiscal year and the
number of shares covered by all exercisable and non-exercisable stock options
held by the named executive officers at the end of the fiscal year.
<TABLE>
<CAPTION>
OPTIONS EXERCISED VALUE OF UNEXERCISED
----------------- NUMBER OF UNEXERCISED IN-THE-MONEY OPTIONS
SHARES OPTIONS AT YEAR-END AT YEAR-END (1)
ACQUIRED VALUE --------------------- --------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
William O. Keyes....... -- -- 100,000 200,000 $ 175,000 $ 350,000
William H. Flores...... -- -- 100,000 200,000 175,000 350,000
Gerald T. Greak........ -- -- 120,550 156,250 178,150 175,000
Hugh L. Adkins......... -- -- 94,270 131,250 132,160 131,250
Joan R. Smith.......... -- -- 28,750 67,500 32,813 65,625
</TABLE>
(1) This valuation represents the difference between $3.00, the closing price
of the Common Stock on the Nasdaq Stock Market on December 30, 1994 and the
exercise prices of the stock options.
3
<PAGE> 5
DIRECTOR COMPENSATION AND EXPENSES
During 1994, no fees were paid to directors who are not employees of
the Company or its subsidiaries, other than reimbursement of reasonable travel
and other expenses incurred while attending any meeting of the Board of
Directors.
On March 6, 1995, the Company's Board of Directors approved the Marine
Drilling Companies 1995 Non-Employee Directors' Plan (the "Non-Employee Plan")
which is intended to compensate directors who are not employees of the Company
or its subsidiaries for their services as members of the Company's Board of
Directors. The adoption of the Non-Employee Plan is subject to approval by the
Company's common stockholders at its 1995 Annual Meeting of Stockholders. The
Non-Employee Plan includes the following components:
- An annual retainer of $24,000 payable 50% in cash and 50% in
shares of the Company's Common Stock;
- A cash payment of $500 per meeting attended or teleconference
in which a director participates;
- A cash payment of $250 per committee meeting attended or
committee teleconference in which a director participates;
- An initial option for 10,000 shares of the Company's Common
Stock to be granted to each non-employee nominee concurrently
with their initial election to the Company's Board of Directors
after approval of the Non-Employee Plan by the Company's
stockholders;
- An option for 2,500 shares of the Company's Common Stock to be
granted to each non-employee director upon each election
(subsequent to the initial election discussed above) to the
Board of Directors.
The Board of Directors has approved a special payment to Mr.
Christopher M. Linneman in consideration of his services as a director of the
Company from May 4, 1994 through the date of the next annual meeting of the
Company's stockholders. This payment shall be made in cash and will be
calculated based on the meetings attended and teleconferences in which he
participated as if the Non-Employee Plan had been in effect as of May 4, 1994
and by converting all amounts which would have been payable through the issuance
of Common Stock or grants of options for Common Stock into a cash equivalent. At
the present time, the expected amount of this payment is approximately $45,000
and will be payable at the next annual meeting of the Company's stockholders.
Mr. Linneman is the only current director of the Company who is neither a
member of management nor affiliated with a major stockholder of the Company.
OTHER MATTERS
The Company has adopted an executive severance policy covering six of
its officers, including each of the named executive officers, providing for
severance consideration of one year's base pay and continuation of certain
medical and dental benefits. These amounts and benefits are payable upon
termination of employment of such executive other than (i) a termination by the
Company for cause (as defined in the policy), (ii) a termination by the
executive without cause (as provided in the policy) or (iii) the death or
disability of the executive. The covered executive is entitled to such amount
and benefit if he resigns within 30 days of the discontinuance of this policy
or a reduction in the economic benefits provided therein within one year after
occurrence of a change of control of the Company as defined in the Marine
Drilling 1992 Long-Term Incentive Plan.
The directors and officers of the Company have no interlocking
relationships with the compensation committees (or their equivalent) of any
other entity.
4
<PAGE> 6
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the shares
of Common Stock (the only class of securities of the Company) owned of record
and beneficially as of March 31, 1995, by (i) all persons of record who own or
are known by the Company to own beneficially more than 5% of the outstanding
shares of such class of stock, (ii) each current director of the Company, (iii)
each executive officer of the Company named in the Summary Compensation Table
included in Item 11 hereof, and (iv) all directors and executive officers of the
Company as a group:
<TABLE>
<CAPTION>
COMMON STOCK
-------------------------------
NUMBER PERCENTAGE
OF OF COMMON
STOCKHOLDER SHARES (1) STOCK OWNED
- ----------- ---------- -----------
<S> <C> <C>
Warburg, Pincus Capital Company, L.P. (2) . . . . . . . . . 11,091,120 25.2%
466 Lexington Avenue
New York, NY 10017
Aeneas Venture Corporation . . . . . . . . . . . . . . . . 5,328,431 12.1%
600 Atlantic Avenue
Boston, MA 02210
FMR Corp. (3) . . . . . . . . . . . . . . . . . . . . . . . 5,132,900 11.7%
82 Devonshire Street
Boston, MA 02109
The Chase Manhattan Bank, N.A. . . . . . . . . . . . . . . 3,123,985 7.1%
One Chase Manhattan Plaza
New York, NY 10081
Capricorn Investors, L.P (4). . . . . . . . . . . . . . . . 2,537,726 5.8%
72 Cummings Point Road
Stamford, CT 06902
William O. Keyes (5) . . . . . . . . . . . . . . . . . . . 1,731,626 3.9%
William H. Flores (6) . . . . . . . . . . . . . . . . . . . 205,781 0.5%
Howard H. Newman (7) . . . . . . . . . . . . . . . . . . . 11,091,120 25.2%
David E. Libowitz (8) . . . . . . . . . . . . . . . . . . . -- --
Christopher M. Linneman (9) . . . . . . . . . . . . . . . . -- --
Herbert S. Winokur, Jr. (10) . . . . . . . . . . . . . . . 2,537,726 5.8%
Gerald T. Greak (11) . . . . . . . . . . . . . . . . . . . 125,673 0.3%
Hugh L. Adkins (12) . . . . . . . . . . . . . . . . . . . . 97,425 0.2%
Joan R. Smith (13) . . . . . . . . . . . . . . . . . . . . 33,382 0.1%
All executive officers and directors
as a group (9 persons) (14) . . . . . . . . . . . . . . . 21,151,164 48.1%
</TABLE>
Footnotes:
(1) Includes shares of Common Stock held by the Trustee of the Marine
Drilling Companies 401(k) Profit Sharing Plan for the accounts of
individuals as follows: Mr. Keyes -- 2,793 shares; Mr. Flores -- 2,490
shares; Mr. Greak -- 2,605 shares; Mr. Adkins -- 2,631 shares and
Ms. Smith -- 2,018 shares.
(2) The sole general partner of Warburg, Pincus Capital Company, L.P.
("Warburg") is Warburg, Pincus & Co., a New York general partnership
("WP"). Lionel I. Pincus is the managing partner of WP and may be deemed
to control it. E.M. Warburg, Pincus & Co., Inc. ("EMW"), through a
wholly-owned subsidiary, manages Warburg. WP owns all of the outstanding
stock of EMW and,
(notes continued on following page)
5
<PAGE> 7
Footnotes (continued) --
as the sole general partner of Warburg, has a 20% interest in the
profits of Warburg. EMW owns 0.9% of the limited partnership interests
in Warburg. Howard H. Newman, a Director of the Company nominated by
Warburg, is a Managing Director of EMW and is a general partner of WP.
As such, Mr. Newman may be deemed to have an indirect pecuniary interest
(within the meaning of Rule 16a-1 under the Securities and Exchange Act
of 1934) in an indeterminate portion of the shares beneficially owned by
Warburg, WP and EMW. David E. Libowitz, a Director of the Company, is an
officer of a wholly-owned subsidiary of EMW. He serves on the Company's
Board of Directors as a nominee of Warburg, and disclaims beneficial
ownership of the stock of the Company owned by Warburg. See Notes (7)
and (8) below. See "Shareholders' Agreement" included as part of this
Item 12.
(3) Based on a Schedule 13G filed by FMR Corp. on February 13, 1995. Such
Schedule 13G indicates that Fidelity Management & Research Company, a
wholly-owned subsidiary of FMR Corp., is the beneficial owner of 611,300
shares as a result of acting as advisor to several investment companies
and that Fidelity Management Trust Company, a wholly-owned subsidiary of
FMR Corp., is the beneficial owner of 611,300 shares as a result of its
serving as investment manager of institutional accounts. Edward C.
Johnson 3rd, Chairman of FMR Corp., and Abigail P. Johnson each own
24.9% of the outstanding voting common stock of FMR Corp.
(4) The general partner of Capricorn Investors, L.P. ("Capricorn") is
Capricorn Holdings, G.P., the general partner of which is Winokur
Holdings, Inc. Mr. Winokur is the President and sole shareholder of
Winokur Holdings, Inc. Mr. Winokur, a director of the Company, may be
deemed to have an indirect pecuniary interest in an indeterminate
portion of the shares owned by Capricorn.
(5) Mr. Keyes is Chairman of the Board, Chief Executive Officer, President
and Director of the Company. Mr. Keyes holds options to purchase 200,000
shares of Common Stock under the Company's 1992 Long Term Incentive
Plan, and as of March 31, 1995, no shares were exercisable within sixty
(60) days.
(6) Mr. Flores is a Director, Senior Vice President and Chief Financial
Officer of the Company. Mr. Flores holds options to purchase 300,000
shares of Common Stock under the Company's 1992 Long Term Incentive
Plan, and as of March 31, 1995, 100,000 shares were exercisable within
sixty (60) days.
(7) Mr. Newman is a Director of the Company. All of the shares indicated as
owned by Mr. Newman are owned directly by Warburg and are included
because of Mr. Newman's affiliation with Warburg. Mr. Newman disclaims
"beneficial ownership" of these shares within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934. See Note (2) above.
(8) Mr. Libowitz is a Director of the Company. Mr. Libowitz is an officer of
a wholly-owned subsidiary of EMW. He serves on the Company's Board of
Directors as a nominee of Warburg, and disclaims beneficial ownership of
the stock of the Company owned by Warburg. See Note (2) above.
(9) Mr. Linneman, a Managing Director of Chemical Securities Inc., is a
Director of the Company. Mr. Linneman served as Warburg's representative
to the Company's Board of Directors until July 20, 1994 pursuant to a
shareholders' agreement. See "Shareholders' Agreement" included as part
of this Item 12. Mr. Linneman was an officer of a wholly-owned
subsidiary of EMW until April 1994. See Note (2) above.
(10) Mr. Winokur is a Director of the Company. All shares indicated as
beneficially owned by Mr. Winokur are owned directly by Capricorn and
are included because of Mr. Winokur's affiliation with Capricorn. See
Note (4) above.
(11) Mr. Greak is Senior Vice President--Engineering of the Company. Mr.
Greak holds options to purchase 276,800 shares of Common Stock under the
Company's 1992 Long Term Incentive Plan, and as of March 31, 1995,
120,550 shares were exercisable within sixty (60) days which are
included in such amount.
(12) Mr. Adkins is Senior Vice President and Operations Manager of the
Company. Mr. Adkins holds options to purchase 225,520 shares of Common
Stock under the Company's 1992 Long Term Incentive Plan, and as of March
31, 1995, 94,270 shares were exercisable within sixty (60) days which
are included in such amount.
(13) Ms. Smith is Vice President, Controller and Secretary of the Company.
Ms. Smith holds options to purchase 96,250 shares of Common Stock under
the Company's 1992 Long Term Incentive Plan, and as of March 31, 1995,
28,750 shares were exercisable within sixty (60) days.
(14) Included are the shares owned by Warburg and Capricorn with which
Messrs. Newman, Libowitz, and Winokur are associated and 343,570 option
shares exercisable within sixty (60) days of March 31, 1995.
6
<PAGE> 8
SHAREHOLDERS' AGREEMENT
On October 29, 1992, the Company, Warburg, Aeneas, Capricorn, Mr. Keyes
and Chase entered into a shareholders' agreement (the "Shareholders' Agreement")
with respect to the shares (the "Investor Shares") of Common Stock received by
each of them in connection with the Recapitalization. The Shareholders'
Agreement provided that, in any election of the Company's directors, each of
Warburg, Chase, Aeneas, Capricorn and Mr. Keyes had the right to designate one
nominee so long as the Investor Shares then owned by such shareholder equaled or
exceeded 5% of the outstanding Common Stock. In addition, Warburg shall have the
right to designate an additional nominee (for a total of two) so long as the
Investor Shares then owned by it equals or exceeds 15% of the outstanding Common
Stock. As a result of the Shareholders' Agreement, Warburg, Aeneas, Capricorn,
Chase and Mr. Keyes had until June 29, 1993, among other things, the ability to
elect all the directors of the Company.
On June 29, 1993, the Shareholders' Agreement was terminated except
with respect to Warburg's right to designate one or two nominees, as described
above.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Warburg, Aeneas, Capricorn , Mr. Keyes and Chase obtained significant
registration rights pursuant to a registration rights agreement entered into in
connection with the consummation of the Recapitalization (the "Registration
Rights Agreement"). Pursuant to the Registration Rights Agreement, the Company
has agreed to use its best efforts to keep a registration statement in effect
for three years from October 29, 1992 covering the resale of all shares of
Common Stock acquired by those parties.
In connection with the Recapitalization, the Company, Warburg, Aeneas,
Capricorn, Chase and Mr. Keyes entered into the Shareholders' Agreement. At
April 27, 1995, Warburg and the Company are the only parties to the
Shareholders' Agreement. See Item 12 -- Security Ownership of Certain Beneficial
Owners and Management.
7
<PAGE> 9
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934, THE REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON
ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF SUGAR
LAND, STATE OF TEXAS, ON THIS 28TH DAY OF APRIL 1995.
MARINE DRILLING COMPANIES, INC.
By William H. Flores
-----------------------------
William H. Flores
Senior Vice President
8
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
<S> <C>
23.1 Consent of Independent Certified Public Accountants.
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Shareholders
Marine Drilling Companies, Inc.:
We consent to incorporation by reference of our report dated February 3,
1995, relating to the consolidated balance sheets of Marine Drilling Companies,
Inc. and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of operations, shareholders' equity, and cash flows for
each of the years in the three-year period ended December 31, 1994, and all
related schedules, which report appears in the December 31, 1994 annual report
on Form 10-K of Marine Drilling Companies, Inc., in the following registration
statements of Marine Drilling Companies, Inc.: (i) No. 33-56920 on Form S-8
dated January 11, 1993, (ii) No. 33-54909 on Form S-3 dated August 3, 1994 and
(iii) No. 33-55981 on Form S-3 dated October 11, 1994.
KPMG PEAT MARWICK LLP
Houston, Texas
February 3, 1995
