<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 27, 1996
REGISTRATION NO. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
MARINE DRILLING COMPANIES, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
TEXAS 1381 74-2558926
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
</TABLE>
ONE SUGAR CREEK CENTER BLVD., SUITE 600
SUGAR LAND, TEXAS 77478-3556
(713) 243-3000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
WILLIAM H. FLORES
ONE SUGAR CREEK CENTER BLVD., SUITE 600
SUGAR LAND, TEXAS 77478-3556
(713) 243-3000
(Name, address, including zip code, and telephone number
including area code, of agent for service)
Copies to:
SCOTT N. WULFE
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
HOUSTON, TEXAS 77002-6760
(713) 758-2750
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. / /
---------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS OF AMOUNT PROPOSED PROPOSE AMOUNT OF
SECURITIES TO BE TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE REGISTRATION
REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
- ------------------------------------------------------------------------------------------------
Common Stock, par
value $.01(2)....... 7,500,000 $8.88 $66,562,500 $22,953
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on the average of the high and low prices of the Common Stock on the
Nasdaq Stock Market on June 21, 1996 and estimated solely for the purpose
of calculating the registration fee in accordance with Rule 457.
(2) This Registration Statement also relates to all shares of Common Stock
registered hereunder which may be offered for resale by persons who receive
from the Registrant such Common Stock in acquisitions, as more fully
described in the Prospectus contained in this Registration Statement.
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.
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<PAGE> 2
MARINE DRILLING COMPANIES, INC.
CROSS REFERENCE SHEET
<TABLE>
<CAPTION>
ITEM OF FORM S-4 LOCATION IN PROSPECTUS
------------------------------------------------- -----------------------------------
<C> <S> <C>
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus................. Cover Page
2. Inside Front and Outside Back Cover Pages of
Prospectus..................................... Inside Front and Outside Back Cover
Pages; Available Information;
Incorporation of Certain
Information by Reference
3. Risk Factors, Ratio of Earnings to Fixed Charges
and Other Information.......................... Cover Page; The Company;
Incorporation of Certain
Information by Reference*
4. Terms of the Transaction......................... *
5. Pro-Forma Financial Information.................. *
6. Material Contacts with the Company Being
Acquired....................................... *
7. Additional Information Required for Reoffering by
Persons and Parties Deemed to be
Underwriters................................... *
8. Interests of Named Experts and Counsel........... Validity of Securities; Experts
9. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.................................... **
10. Information with Respect to S-3 Registrants...... The Company; Incorporation of
Certain Information by Reference
11. Incorporation of Certain Information by
Reference...................................... Incorporation of Certain
Information by Reference
12. Information with Respect to S-2 or S-3
Registrants.................................... *
13. Incorporation of Certain Information by
Reference...................................... **
14. Information with Respect to Registrants Other
than S-3 or S-2 Registrants.................... **
15. Information with Respect to S-3 Companies........ **
16. Information with Respect to S-2 or S-3
Companies...................................... **
17. Information with Respect to Companies Other than
S-2 or S-3 Companies........................... *
18. Information if Proxies, Consents or
Authorizations are to be Solicited............. *
19. Information if Proxies, Consents or
Authorizations are not to be Solicited or in an
Exchange Offer................................. *
</TABLE>
- ---------------
* Inapplicable (or partially inapplicable as indicated) upon filing of this
Registration Statement -- may be included in subsequent amendments under
certain circumstances.
** Not applicable or answer is negative.
<PAGE> 3
***************************************************************************
* *
* INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A *
* REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED *
* WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT *
* BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE *
* REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT *
* CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY *
* NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH *
* SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO *
* REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH *
* STATE. *
* *
***************************************************************************
SUBJECT TO COMPLETION, DATED JUNE 27, 1996
PROSPECTUS
[MARINE DRILLING
COMPANIES, INC.
LOGO]
7,500,000 SHARES
MARINE DRILLING COMPANIES, INC.
7,500,000 SHARES OF COMMON STOCK, $.01 PAR VALUE
---------------------
This Prospectus relates to 7,500,000 shares of Common Stock, par value $.01
per share ("Common Stock"), of Marine Drilling Companies, Inc. ("Marine" or the
"Company"), which may be offered and issued by the Company from time to time in
connection with the acquisition of other businesses or assets.
The Company anticipates that such acquisitions will consist principally of
offshore drilling rigs and businesses and other assets related to the contract
drilling market, including machinery, equipment, supplies and other intangible
and tangible assets, however, an acquired business or assets may be dissimilar
to the historical business of, or the type of assets historically employed by,
the Company. The consideration for acquisitions is expected to consist of Common
Stock, cash, assumption of liabilities or a combination thereof, as determined
from time to time by negotiations between the Company and the owners or
controlling persons of the businesses or assets to be acquired. In addition, the
Company may enter into management, consulting, employment and noncompetition
agreements with the former owners (or their affiliates) and key executive
personnel of the businesses to be acquired.
The terms of an acquisition are determined by negotiations between the
Company's representatives and the owners or controlling persons of the business
or assets to be acquired. Factors taken into account in acquisitions may include
the capabilities and characteristics of the assets and businesses to be
acquired, the quality and reputation of the business and its management, earning
power, cash flow, know-how, employees and the market for the Common Stock when
pertinent. The Company anticipates that shares of Common Stock issued in any
such acquisition will be valued at a price reasonably related to the market
value of the Common Stock, either at the time the terms of the acquisition are
tentatively agreed upon, or at or about the time of closing, or during the
period or periods prior to delivery of the shares.
All of the 7,500,000 shares of Common Stock which may be offered and issued
by the Company as described above may, subject to certain conditions, be resold
pursuant to this Prospectus by the persons who receive such shares in
acquisitions. See "Resales and Plan of Distribution" for information relating to
such resales.
The Common Stock is quoted on the NASDAQ Stock Market under the symbol
"MDCO." On June 24, 1996, the last reported sales price for the Common Stock on
the NASDAQ National Market was $9 1/16 per share.
---------------------
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 June , 1996
<PAGE> 4
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 "Commission"). Reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the
Commission's Regional Offices located at Seven World Trade Center, New York, New
York 10048, and Citicorp Center, 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 Commission 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 National Market, 1735 K Street, N.W., Washington, D.C. 20006. The
Commission maintains a World Wide Website on the Internet at http:llwww.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.
The Company has filed with the Commission a registration statement on Form
S-4 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"). This Prospectus does not contain all the information
contained in the Registration Statement, certain portions of which are omitted
as permitted by the rules and regulations of the Commission. For further
information with respect to the Company and the securities offered hereby,
reference is made to the Registration Statement, including the exhibits thereto,
which may be inspected at the Commission's offices, without charge or copies of
which may be obtained from the Commission upon payment of prescribed fees.
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 Commission (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, 1995;
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996.
3. The Company's Reports on Form 8-K, dated March 18, April 26 and June
3, 1996.
4. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-B filed with the Commission on
February 21, 1990, as amended by Form 8 filed with the Commission on
November 9, 1992, and any subsequent amendment thereto filed for the
purpose of updating such description.
All other 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 Securities pursuant hereto shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document all or a portion of which is 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 which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified shall not be deemed to constitute a part of this Prospectus except as
so modified, and any statement so superseded shall not be deemed to constitute
part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, 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 information (unless such exhibits are specifically incorporated by
reference into such documents). Requests should be directed to the Company, One
Sugar Creek Center Blvd., Suite 600, Sugar Land, Texas 77478-3556, Attention:
Investor Relations (telephone: 713/243-3000).
2
<PAGE> 5
THE COMPANY
The Company is engaged in the offshore contract drilling of oil and gas
wells, primarily in the U.S. Gulf of Mexico, for independent and major oil and
gas companies. As of the date of this Prospectus, the Company owns and operates
a fleet of 13 mobile offshore jack-up drilling rigs, consisting of four
independent leg units, three of which have a cantilever feature that allows the
extension of the drilling equipment over a platform, and nine mat supported
units, four of which have a cantilever feature. The Company's rigs are currently
capable of drilling to depths of 20,000 to 30,000 feet in maximum water depths
ranging from 200 feet to 300 feet.
The Company was incorporated in Texas in January, 1990 but, through its
predecessors, has been engaged in offshore contract drilling since 1966. The
Company's principal executive offices are located at One Sugar Creek Center
Blvd., Suite 600, Sugar Land, Texas 77478-3556 and the Company's telephone
number is (713) 243-3000. The "Company" or "Marine" refers to Marine Drilling
Companies, Inc. and its consolidated subsidiaries, unless otherwise indicated or
the context otherwise suggests.
USE OF PROCEEDS
This Prospectus relates to shares of Common Stock which may be offered and
issued by the Company from time to time in the acquisition of other businesses
or properties. Other than the businesses or properties acquired, there will be
no proceeds to the Company from these offerings. The Company will receive none
of the proceeds from any resales of the Common Stock by the Selling Stockholders
(as defined below).
RESALES AND PLAN OF DISTRIBUTION
This Prospectus may also be used by the persons who receive from the
Company Common Stock covered by the Registration Statement of which this
Prospectus is a part in acquisitions and who are entitled to offer such Common
Stock under circumstances requiring the use of a Prospectus (such persons being
referred to herein as "Selling Stockholders"); provided, however, that no
Selling Stockholder will be authorized to use this Prospectus for any offer of
such Common Stock without first obtaining the written consent of the Company.
The Company may consent to the use of this Prospectus by Selling Stockholders
for a limited period of time and subject to conditions and limitations which may
vary as to any given Selling Stockholder.
Agreements with Selling Stockholders permitting use of this Prospectus may
provide that any such offering be effected in an orderly manner through
securities dealers, acting as broker or dealer, selected by the Company; that
Selling Stockholders enter into custody agreements with certain persons with
respect to such shares; and that sales be made only by one or more of the
methods described in this caption, as appropriately supplemented or amended as
required.
The Selling Stockholders from time to time may sell all or a portion of the
shares of Common Stock in ordinary brokerage transactions on the NASDAQ Stock
Market, in the over-the-counter market in block trades or in privately
negotiated transactions through agents or directly to one or more purchasers, at
the prevailing market price, at prices related to such prevailing market prices,
at fixed prices which may be changed or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the shares of Common Stock
offered hereby to or through agents, underwriters or registered broker-dealers,
and such persons may require compensation in the form of discounts, concessions
or commissions from the Selling Stockholders and/or the purchaser of such shares
of Common Stock.
The Selling Stockholders and any broker-dealer participating in the
distribution of the shares of Common Stock may be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit and any commissions
paid or any discounts or concessions allowed to any such broker-dealer may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Selling Stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of shares of Common Stock against certain
liabilities, including liabilities under the Securities Act.
3
<PAGE> 6
There can be no assurances that the Selling Stockholders will sell any or
all of the shares of Common Stock offered hereunder.
VALIDITY OF SECURITIES
The validity of the issuance of shares of Common Stock offered by this
Prospectus will be passed upon by Vinson & Elkins L.L.P., Houston, Texas.
EXPERTS
The audited consolidated financial statements and schedules of the Company
incorporated by reference in this Prospectus and elsewhere in the Registration
Statement, to the extent and for the periods indicated in their reports, have
been included and incorporated by reference in reliance upon reports by KPMG
Peat Marwick LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of such firm as experts in accounting
and auditing.
With respect to the unaudited interim financial information incorporated by
reference herein, the independent certified public accountants have reported
that they applied limited procedures in accordance with professional standards
for a review of such information. However, their separate reports included in
the Company's quarterly reports on Form 10-Q and incorporated herein, state that
they do not express an opinion on that interim financial information.
Accordingly, the degree of reliance on their reports on such information should
be restricted in light of the limited nature of the review procedures applied.
The accountants are not subject to the liability provisions of Section 11 of the
Securities Act for their report on the unaudited interim financial information
because that report is not a "report" or a "part" of the registration statement
prepared or certified by the accountants within the meaning of Sections 7 and 11
of the Securities Act.
4
<PAGE> 7
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- --------------------------------------------------------------------------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, BY ANY SELLING STOCKHOLDER OR UNDERWRITER. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES COVERED HEREBY
IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION IN SUCH JURISDICTION.
---------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information.......................
Incorporation of Certain Information by
Reference.................................
The Company.................................
Use of Proceeds.............................
Resales and Plan of Distribution............
Validity of Securities......................
Experts.....................................
</TABLE>
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[MARINE DRILLING COMPANIES, INC. LOGO]
MARINE DRILLING COMPANIES, INC.
7,500,000 SHARES
COMMON STOCK
($.01 PAR VALUE)
PROSPECTUS
JUNE , 1996
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 8
PART II
ITEM 20. 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.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- -------------------- ------------------------------------------------------------------------
<S> <C>
4.1 -- Restated Articles of Incorporation of the Company (filed with the
Commission as Exhibit 28.17 to the Current Report on Form 8-K of the
Company dated October 30, 1992 and incorporated herein by reference).
4.2 -- Amended and Restated Bylaws of the Company (filed with the Commission
as Exhibit 28.18 to the Current Report on Form 8-K of the Company
dated October 30, 1992 and incorporated herein by reference).
* 5.1 -- Opinion of Vinson & Elkins L.L.P.
*15.1 -- Letter regarding unaudited interim financial information.
*23.1 -- Consent of KPMG Peat Marwick LLP.
*23.2 -- Consent of Vinson & Elkins L.L.P. (Contained in Exhibit 5.1).
*24.1 -- Powers of Attorney.
</TABLE>
- ---------------
* Filed herewith.
Financial Statement Schedules:
Not required.
ITEM 22. UNDERTAKINGS.
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 in Section 10(a)(3) of the Securities Act;
(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; and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in the
II-1
<PAGE> 9
Registration Statement or any material change to such information in the
Registration Statement; provided, however, that paragraphs (i) and (ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs 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 the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such 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;
(4) 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;
(5) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this
Form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the Registration Statement through the date of responding
to the request;
(6) That, prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this Registration
Statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form;
(7) That every prospectus (i) that is filed pursuant to paragraph (6)
immediately preceding, or (ii) that purports to meet the requirements of
section 10(a)(3) of the Securities Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such 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; and
(8) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the Registration Statement when
it became effective.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 20 above, 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 director, officer 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 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 the final adjudication of such issue.
II-2
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-4 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Sugar Land, Texas, on the 26th day of June 1996.
MARINE DRILLING COMPANIES, INC.
By: /s/ WILLIAM H. FLORES
--------------------------------
William H. Flores
Chief Operating Officer, Senior
Vice President,
Chief Financial Officer and
Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on June 26, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<S> <C>
/s/ WILLIAM H. FLORES Senior Vice President,
- --------------------------------------------- Chief Operating Officer, Chief
William H. Flores Financial Officer and Director
(Principal Executive Officer and
Principal Financial Officer)
/s/ JOAN R. SMITH Vice President, Controller
- --------------------------------------------- and Secretary
Joan R. Smith (Principal Accounting Officer)
/s/ ROBERT L. BARBANELL* Chairman of the Board
- --------------------------------------------- and Director
Robert L. Barbanell
/s/ DAVID A.B. BROWN* Director
- ---------------------------------------------
David A.B. Brown
/s/ HOWARD I. BULL* Director
- ---------------------------------------------
Howard I. Bull
/s/ NATHANIEL A. GREGORY* Director
- ---------------------------------------------
Nathaniel A. Gregory
/s/ CHRISTOPHER M. LINNEMAN* Director
- ---------------------------------------------
Christopher M. Linneman
/s/ JAN RASK Director
- ---------------------------------------------
Jan Rask
*By: /s/ WILLIAM H. FLORES
-----------------------------------------
(William H. Flores)
Attorney-in-Fact
</TABLE>
II-3
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION OF EXHIBITS NUMBER
- ---------- -----------------------------------------------------------------------------------
<C> <S> <C>
4.1 -- Restated Articles of Incorporation of the Company (filed with the
Commission as Exhibit 28.17 to the Current Report on Form 8-K of the
Company dated October 30, 1992 and incorporated herein by reference).
4.2 -- Amended and Restated Bylaws of the Company (filed with the Commission
as Exhibit 28.18 to the Current Report on Form 8-K of the Company
dated October 30, 1992 and incorporated herein by reference).
* 5.1 -- Opinion of Vinson & Elkins L.L.P.
*15.1 -- Letter regarding unaudited interim financial information.
*23.1 -- Consent of KPMG Peat Marwick LLP.
*23.2 -- Consent of Vinson & Elkins L.L.P. (Contained in Exhibit 5.1).
*24.1 -- Powers of Attorney.
</TABLE>
- ---------------
* Filed herewith.
<PAGE> 1
June 27, 1996
Marine Drilling Companies, Inc.
One Sugar Creek Center Boulevard
Suite 600
Sugar Land, Texas 77478-3556
Gentlemen:
We have acted as counsel for Marine Drilling Companies, Inc., a Texas
corporation (the "Company"), with respect to certain legal matters in
connection with the registration by the Company under the Securities Act of
1933, as amended (the "Securities Act"), of the offer and sale of up to
7,500,000 shares (the "Shares") of common stock, par value $.01 per share, of
the Company.
In connection with the foregoing, we have examined or are familiar
with the Amended and Restated Articles of Incorporation of the Company, the
Bylaws of the Company, the corporate proceedings with respect to the
registration of the Shares, and the Registration Statement on Form S-4 filed in
connection with the registration of the Shares (the "Registration Statement"),
and such other certificates, instruments and documents as we have considered
necessary or appropriate for purposes of this opinion.
Based upon the foregoing, we are of the opinion that after the Shares
have been duly authorized for issuance and after the Registration Statement
becomes, and while it remains, effective, subject to conformance of future
corporate proceedings regarding the issuance of Shares in future acquisitions
of businesses or properties with the laws of the State of Texas, the Shares
issued in connection with such acquisitions as contemplated by the Prospectus
included in the Registration Statement will be validly issued, fully paid and
nonassessable.
The foregoing opinions are limited to the laws of the United States of
America and the State of Texas. For purposes of this opinion, we assume that
the Shares will be issued in compliance with all applicable state securities or
Blue Sky laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Validity of Securities."
In giving this consent, we do not admit that we are within the
<PAGE> 2
Marine Drilling Companies, Inc.
Page 2
June 27, 1996
category of persons whose consent is required under Section 7 of the Securities
Act and the rules and regulations thereunder.
Very truly yours,
Vinson & Elkins L.L.P.
<PAGE> 1
EXHIBIT 15.1
LETTER REGARDING UNAUDITED INTERIM FINANCIAL INFORMATION
The Board of Directors and Shareholders
Marine Drilling Companies, Inc.:
With respect to this registration statement, we acknowledge our
awareness of the use therein of our report dated April 26, 1996, related to our
review of interim financial information. Pursuant to Rule 436(c) under the
Securities Act of 1933, such report is not considered part of a registration
statement prepared or certified by an accountant within the meanings of
Sections 7 and 11 of the Act.
KPMG PEAT MARWICK LLP
Houston, Texas
June 27, 1996
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors and Shareholders
Marine Drilling Companies, Inc.:
We consent to the use of our audit report dated January 26, 1996 on the
consolidated financial statements of Marine Drilling Companies, Inc. and
subsidiaries as of December 31, 1995 and 1994, and for each of the years in the
three-year period then ended, and all related schedules, incorporated herein by
reference and to the reference to our firm under the heading "Experts" in the
prospectus included in this Registration Statement.
KPMG PEAT MARWICK LLP
Houston, Texas
June 27, 1996
<PAGE> 1
POWER OF ATTORNEY
(ACQUISITION SHELF)
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), will file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-4 ("Registration Statement") including one or more
prospectuses included therein ("Prospectuses"), with such amendments (including
pre-effective and post-effective amendments) to such Registration Statement and
any supplement or supplements to the Prospectuses as may be necessary or
appropriate, in connection with registration by the Company of up to 7,500,000
shares of common stock, par value $.01 per share (the "Common Stock") in
consideration of the receipt by the Corporation of one or more businesses,
properties or assets;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company does hereby appoint William
H Flores, Joan R. Smith and each of them, severally, his true and lawful
attorney-in-fact or attorneys-in-fact, with or without the others and with
full power of substitution and resubstitution, to execute in his name, place,
and stead, in his capacity as a director or officer or both, as the case may
be, of the Company;
(1) the Registration Statement, including the Prospectuses and
exhibits thereto, and any and all amendments (including
pre-effective and post-effective amendments) to such
Registration statement and any supplement or supplements to
the Prospectuses as said attorneys-in-fact or any of them
shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the
Commission and to appear before the Commission in connection
with any matter relating thereto; and
(2) any application, statement, petition, notice, or other
document, or any amendment thereto, or any exhibit filed in
connection therewith, which is required to register or qualify
(or exempt from registration or qualification) the securities
of the Company being offered, and to register or license the
Company as a broker or dealer in securities, under the
securities or blue-sky laws of all states as may be necessary
or appropriate to permit the offering and sale as contemplated
by said Registration Statement.
Each of said attorneys-in-fact 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 in connection with such
Registration statement or related securities or blue-sky filings, as fully and
for all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorneys-in-
fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of June, 1996.
/s/ Robert L. Barbanell
-------------------------------
<PAGE> 2
POWER OF ATTORNEY
(ACQUISITION SHELF)
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), will file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-4 ("Registration Statement") including one or more
prospectuses included therein ("Prospectuses"), with such amendments (including
pre-effective and post-effective amendments) to such Registration Statement and
any supplement or supplements to the Prospectuses as may be necessary or
appropriate, in connection with registration by the Company of up to 7,500,000
shares of common stock, par value $.01 per share (the "Common Stock") in
consideration of the receipt by the Corporation of one or more businesses,
properties or assets;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company does hereby appoint William
H Flores, Joan R. Smith and each of them, severally, his true and lawful
attorney-in-fact or attorneys-in-fact, with or without the others and with
full power of substitution and resubstitution, to execute in his name, place,
and stead, in his capacity as a director or officer or both, as the case may
be, of the Company;
(1) the Registration Statement, including the Prospectuses and
exhibits thereto, and any and all amendments (including
pre-effective and post-effective amendments) to such
Registration statement and any supplement or supplements to
the Prospectuses as said attorneys-in-fact or any of them
shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the
Commission and to appear before the Commission in connection
with any matter relating thereto; and
(2) any application, statement, petition, notice, or other
document, or any amendment thereto, or any exhibit filed in
connection therewith, which is required to register or qualify
(or exempt from registration or qualification) the securities
of the Company being offered, and to register or license the
Company as a broker or dealer in securities, under the
securities or blue-sky laws of all states as may be necessary
or appropriate to permit the offering and sale as contemplated
by said Registration Statement.
Each of said attorneys-in-fact 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 in connection with such
Registration statement or related securities or blue-sky filings, as fully and
for all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorneys-in-
fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of June, 1996.
/s/ David A.B. Brown
-------------------------------
<PAGE> 3
POWER OF ATTORNEY
(ACQUISITION SHELF)
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), will file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-4 ("Registration Statement") including one or more
prospectuses included therein ("Prospectuses"), with such amendments (including
pre-effective and post-effective amendments) to such Registration Statement and
any supplement or supplements to the Prospectuses as may be necessary or
appropriate, in connection with registration by the Company of up to 7,500,000
shares of common stock, par value $.01 per share (the "Common Stock") in
consideration of the receipt by the Corporation of one or more businesses,
properties or assets;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company does hereby appoint William
H Flores, Joan R. Smith and each of them, severally, his true and lawful
attorney-in-fact or attorneys-in-fact, with or without the others and with
full power of substitution and resubstitution, to execute in his name, place,
and stead, in his capacity as a director or officer or both, as the case may
be, of the Company;
(1) the Registration Statement, including the Prospectuses and
exhibits thereto, and any and all amendments (including
pre-effective and post-effective amendments) to such
Registration statement and any supplement or supplements to
the Prospectuses as said attorneys-in-fact or any of them
shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the
Commission and to appear before the Commission in connection
with any matter relating thereto; and
(2) any application, statement, petition, notice, or other
document, or any amendment thereto, or any exhibit filed in
connection therewith, which is required to register or qualify
(or exempt from registration or qualification) the securities
of the Company being offered, and to register or license the
Company as a broker or dealer in securities, under the
securities or blue-sky laws of all states as may be necessary
or appropriate to permit the offering and sale as contemplated
by said Registration Statement.
Each of said attorneys-in-fact 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 in connection with such
Registration statement or related securities or blue-sky filings, as fully and
for all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorneys-in-
fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of June, 1996.
/s/ Howard I. Bull
-------------------------------
<PAGE> 4
POWER OF ATTORNEY
(ACQUISITION SHELF)
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), will file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-4 ("Registration Statement") including one or more
prospectuses included therein ("Prospectuses"), with such amendments (including
pre-effective and post-effective amendments) to such Registration Statement and
any supplement or supplements to the Prospectuses as may be necessary or
appropriate, in connection with registration by the Company of up to 7,500,000
shares of common stock, par value $.01 per share (the "Common Stock") in
consideration of the receipt by the Corporation of one or more businesses,
properties or assets;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company does hereby appoint William
H Flores, Joan R. Smith and each of them, severally, his true and lawful
attorney-in-fact or attorneys-in-fact, with or without the others and with
full power of substitution and resubstitution, to execute in his name, place,
and stead, in his capacity as a director or officer or both, as the case may
be, of the Company;
(1) the Registration Statement, including the Prospectuses and
exhibits thereto, and any and all amendments (including
pre-effective and post-effective amendments) to such
Registration statement and any supplement or supplements to
the Prospectuses as said attorneys-in-fact or any of them
shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the
Commission and to appear before the Commission in connection
with any matter relating thereto; and
(2) any application, statement, petition, notice, or other
document, or any amendment thereto, or any exhibit filed in
connection therewith, which is required to register or qualify
(or exempt from registration or qualification) the securities
of the Company being offered, and to register or license the
Company as a broker or dealer in securities, under the
securities or blue-sky laws of all states as may be necessary
or appropriate to permit the offering and sale as contemplated
by said Registration Statement.
Each of said attorneys-in-fact 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 in connection with such
Registration statement or related securities or blue-sky filings, as fully and
for all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorneys-in-
fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
4th day of June, 1996.
/s/ Nathaniel A. Gregory
-------------------------------
<PAGE> 5
POWER OF ATTORNEY
(ACQUISITION SHELF)
WHEREAS, Marine Drilling Companies, Inc., a Texas corporation (the
"Company"), will file with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended, a Registration
Statement on Form S-4 ("Registration Statement") including one or more
prospectuses included therein ("Prospectuses"), with such amendments (including
pre-effective and post-effective amendments) to such Registration Statement and
any supplement or supplements to the Prospectuses as may be necessary or
appropriate, in connection with registration by the Company of up to 7,500,000
shares of common stock, par value $.01 per share (the "Common Stock") in
consideration of the receipt by the Corporation of one or more businesses,
properties or assets;
NOW, THEREFORE, the undersigned in his capacity as a director or
officer or both, as the case may be, of the Company does hereby appoint William
H Flores, Joan R. Smith and each of them, severally, his true and lawful
attorney-in-fact or attorneys-in-fact, with or without the others and with
full power of substitution and resubstitution, to execute in his name, place,
and stead, in his capacity as a director or officer or both, as the case may
be, of the Company;
(1) the Registration Statement, including the Prospectuses and
exhibits thereto, and any and all amendments (including
pre-effective and post-effective amendments) to such
Registration statement and any supplement or supplements to
the Prospectuses as said attorneys-in-fact or any of them
shall deem necessary or appropriate, together with all
instruments necessary or incidental in connection therewith,
to file the same or cause the same to be filed with the
Commission and to appear before the Commission in connection
with any matter relating thereto; and
(2) any application, statement, petition, notice, or other
document, or any amendment thereto, or any exhibit filed in
connection therewith, which is required to register or qualify
(or exempt from registration or qualification) the securities
of the Company being offered, and to register or license the
Company as a broker or dealer in securities, under the
securities or blue-sky laws of all states as may be necessary
or appropriate to permit the offering and sale as contemplated
by said Registration Statement.
Each of said attorneys-in-fact 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 in connection with such
Registration statement or related securities or blue-sky filings, as fully and
for all intents and purposes as the undersigned might or could do in person,
the undersigned hereby ratifying and approving the acts of said attorneys-in-
fact and each of them.
IN WITNESS WHEREOF, the undersigned has executed this instrument this
3rd day of June, 1996.
/s/ Christopher M. Linneman
-------------------------------
