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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): April 26, 1996
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)
ONE SUGAR CREEK CENTER BLVD. -- SUITE 600, SUGAR LAND, TEXAS 77478-3556
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (713) 243-3000
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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 April 26, 1996, the Company announced the sale by its largest
shareholder, Warburg, Pincus Capital Company, L.P. ("Warburg,
Pincus"), of its position in the Company's common stock.
B. The Company also announced the pending resignation of the
Warburg, Pincus designees on the Company's Board of Directors and
the Company's intention to reduce the number of Directors to six
persons effective May 9, 1996.
ITEM 7(c). EXHIBITS
Exhibit
Number Description
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99.11 Press release dated April 26, 1996
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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: April 26, 1996 By: /s/ William H. Flores
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William H. Flores
Senior Vice President -
Chief Operating Officer,
Chief Financial Officer and Director
(Principal Financial Officer)
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBITS
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99.11 Press release dated April 26, 1996
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EXHIBIT 99.11
NEWS RELEASE
MARINE DRILLING COMPANIES, INC.
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One Sugar Creek Center Blvd. -- Suite 600
Sugar Land, Texas 77478-3556
DATE: April 26, 1996
[LOGO] CONTACT: William H. Flores
PHONE: (713) 243-3000
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MARINE DRILLING ANNOUNCES
STOCK SALE BY WARBURG, PINCUS CAPITAL COMPANY, L.P.
AND CHANGES TO BOARD OF DIRECTORS
SUGAR LAND, TEXAS (April 26, 1996) -- Marine Drilling Companies, Inc. (NSM-
MDCO) today announced that Warburg, Pincus Capital Company, L.P. ("Warburg,
Pincus") completed the sale of its position in the Company's common stock.
Warburg, Pincus had been the Company's largest shareholder for several years,
making its initial investment in 1987 when the Company was privately held.
Additional investments were made in the Company in 1990 and 1992 pursuant,
respectively, to an acquisition and to a financial restructuring.
The Company also announced that the Warburg, Pincus designees to the
Company's Board of Directors, Howard H. Newman and David E. Libowitz, have
indicated their intention to resign their positions and that they will not stand
for election to the Company's Board of Directors at the Company's Annual
Shareholders Meeting to be held May 9, 1996. In light of these activities, the
Company's Board of Directors has elected to reduce the membership of Directors
to six persons effective May 9, 1996. The remaining nominees, who have agreed
to serve if elected on May 9, 1996, include Robert L. Barbanell, David A.B.
Brown, Howard I. Bull, William H. Flores, Nathaniel A. Gregory and Christopher
M. Linneman.
Mr. William H. Flores, the Company's Chief Operating Officer, said, "We
have appreciated our long relationship with Warburg, Pincus and are especially
grateful to them for the capital they contributed to the Company in 1987 and
1992. Without those capital infusions, it is unlikely that Marine Drilling
would exist today." Mr. Flores further commented, "The recent sales of common
stock by Warburg, Pincus and certain other venture capital shareholders over the
past few months marks the completion of the Company's transformation from a
privately-held entity in 1987 to an independent public company today. The
completion of these transactions has positively affected the liquidity of the
Company's common stock and has removed the perceived overhang of stock available
for sale." Mr. Flores closed his comments by saying, "We intend to continue the
Company's current course of adding shareholder value by concentrating upon our
strategic objectives and maintaining a sound operating philosophy."
Marine Drilling owns and operates thirteen jack-up drilling rigs located in
the U.S. Gulf of Mexico and offshore India. The Company's common stock is
listed on the NASDAQ Stock Market under the symbol MDCO.
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