UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
R&B FALCON CORPORATION
--------------------------------------------
(Name of Issuer)
Common Stock, $0.01 par Value
--------------------------------------------
(Title of Class of Securities)
74912E101
-----------------------
(CUSIP Number)
Stephen M. Vine, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
--------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1997
-----------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d- 1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Continued on following page(s)
Page 1 of 18 Pages
Exhibit Index: Page 10
<PAGE>
Page 2 of 18 Pages
SCHEDULE 13D
CUSIP No. 74912E101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C Rig Investments, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 18,363,802
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 18,363,802
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,363,802
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
11.16%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 18 Pages
SCHEDULE 13D
CUSIP No. 74912E101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
S-C Rig Co.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
Number of 18,412,632
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 18,412,632
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
18,412,632
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
11.19%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 18 Pages
SCHEDULE 13D
CUSIP No. 74912E101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Purnendu Chatterjee
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
OO
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
6 Citizenship or Place of Organization
United States
7 Sole Voting Power
Number of 19,425,072
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 19,425,072
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
19,425,072
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
11.80%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 18 Pages
This Statement on Schedule 13D relates to shares of Common Stock,
$0.01 par value per share (the "Shares"), of R&B Falcon Corporation (the
"Issuer"). This Statement is being filed by the Reporting Persons (as defined
herein) to report the recent acquisition of Shares of the Issuer pursuant to a
merger transaction in which each one previously outstanding share of Common
Stock of Falcon Drilling Company ("Falcon") held by the Reporting Persons was
converted into one Share of the Issuer and each warrant to acquire one share of
Common Stock of Falcon was converted into the right to receive one Share (the
"Merger"). As a result of the foregoing the Reporting Persons may be deemed to
be the beneficial owners of more than 5% of the total number of outstanding
Shares.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive offices of the Issuer is 1900 West Loop South, Suite 1800,
Houston, Texas 77027.
Item 2. Identity and Background.
This Statement is being filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) S-C Rig Investments, L.P. ("S-C Rig");
(ii) S-C Rig Co.; and
(iii) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
The Reporting Persons
S-C Rig is a Delaware limited partnership with its principal
place of business and principal office at 888 Seventh Avenue, 30th Floor, New
York, New York 10106. Its sole business is to make investments in securities.
The sole general partner of S-C Rig is S-C Rig Co., a Delaware
corporation, with its principal place of business and office at 888 Seventh
Avenue, 30th Floor, New York, New York 10106. The principal business of S-C Rig
Co. is to act as general partner of S-C Rig. The President, sole director and
sole shareholder of S-C Rig Co. is Dr. Chatterjee, who is one of the Reporting
Persons and about whom information is provided below.
The principal occupation of Dr. Chatterjee, a United States
citizen, is as an investment manager. Dr. Chatterjee has his principal place of
business at 888 Seventh Avenue, 30th Floor, New York, New York 10106.
During the past five years, none of the Reporting Persons, except
as described below, and, to the best of the Reporting Persons' knowledge, any
other person identified in response to this Item 2 has been: (a) convicted in a
criminal proceeding; or (b) a party to any civil proceeding as a result of which
either has been subject to a judgment, decree or a final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
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Page 6 of 18 Pages
On January 13, 1993, the Securities and Exchange Commission (the
"Commission") filed a civil complaint in the United States District Court for
the District of Massachusetts against certain defendants, including Dr.
Chatterjee, wherein the Commission alleged that Dr. Chatterjee engaged in
conduct in violation of, or aided and abetted certain alleged violations of,
Sections 10(b) and 14(e) of the Act and certain rules promulgated thereunder.
Dr. Chatterjee settled the Commission's action on the same date it was filed
without admitting or denying the allegations of the complaint. Dr. Chatterjee
consented to the entry of a Final Judgment restraining and enjoining him from,
inter alia, violating, or aiding and abetting violations of, Sections 10(b) and
14(e) of the Act and the rules promulgated thereunder. Dr. Chatterjee also
agreed to pay a civil penalty of $643,855. During the past five years, Dr.
Chatterjee, has not been convicted in any criminal proceeding.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to the Agreement and Plan of Merger dated July 10, 1997,
among R&B Falcon Corporation, FDC Acquisition Corp., Reading and Bates
Acquisition Corp, Falcon Drilling Company, Inc. and Reading and Bates
Corporation, each one share of Common Stock of Falcon was converted into one
Share, and each one warrant of Falcon, convertible into one share of Common
Stock of Falcon, was converted into the right to receive one Share. The merger
occurred on December 31, 1997.
The Shares held for the accounts of the Reporting Persons may be
held through margin accounts maintained with brokers, which extend margin credit
as and when required to open or carry positions in their margin accounts,
subject to applicable federal margin regulations, stock exchange rules and such
firm's credit policies. The Shares which may be held in the margin accounts are
pledged as collateral security for the repayment of debit balances in the
respective accounts.
Item 4. Purpose of Transaction.
All of the Shares reported herein as having been acquired for or
disposed of from the accounts of the Reporting Persons were acquired or disposed
of for investment purposes. Neither the Reporting Persons nor, to the best of
their knowledge, any of the other individuals identified in response to Item 2,
has any plans or proposals that relate to or would result in any of the
transactions described in subparagraphs (a) through (j) of Item 4 of Schedule
13D.
The Reporting Persons reserve the right to acquire, or cause to
be acquired, additional securities of the Issuer, to dispose, or cause to be
disposed of, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) (i) S-C Rig may be deemed the beneficial owner of 18,363,802
Shares (approximately 11.16% of the total number of Shares which would be
outstanding assuming the exercise by S-C Rig of all of the warrants it holds).
This number consists of: (A) 18,360,786 Shares held for its account and (B)
3,016 Shares issuable upon exercise of warrants held for its account. Each
warrant held for the account of S-C Rig is exercisable for 1 Share at a price of
$0.01 per Share.
<PAGE>
Page 7 of 18 Pages
(ii) S-C Rig Co. may be deemed the beneficial owner of
18,412,632 Shares (approximately 11.19% of the total number of Shares
outstanding assuming the exercise by S-C Rig of all of the warrants it holds).
This number consists of: (A) 48,830 Shares held for its account and (B) the
18,363,802 Shares held for the account of S-C Rig (includes Shares issuable upon
exercise of warrants).
(iii) Dr. Chatterjee may be deemed the beneficial owner of
19,425,072 Shares (approximately 11.8% of the total number of Shares outstanding
assuming the exercise by S-C Rig of all of the warrants it holds). This number
consists of (A) 737,986 Shares held for his account, (B) the 18,363,802 Shares
held for the account of S-C Rig (includes Shares issuable upon exercise of
warrants), (C) 48,830 Shares held for the account of S-C Rig Co., (D) 24,454
Shares held for the account of Furzedown Trading Limited ("Furzedown"), which
may be deemed to have granted Dr. Chatterjee voting and dispositive power over
the Shares reported herein as held by it and (E) 250,000 Shares held for the
account of Chatterjee Charitable Foundation ("Chatterjee Charitable"), of which
Dr. Chatterjee is a Trustee.
(b) (i) S-C Rig has sole power to direct the voting and
disposition of the 18,363,802 Shares held for its account (includes Shares
issuable upon exercise of warrants).
(ii) S-C Rig Co. has sole power to direct the voting and
disposition of the 48,830 Shares held for its account.
S-C Rig Co. may be deemed to have the sole power to
direct the voting and disposition of the 18,363,802 Shares held, or issuable
upon the exercise of the warrants reported herein as being held, for the account
of S-C Rig.
(iii)Dr. Chatterjee has the sole power to direct the voting
and disposition of the 737,986 Shares held for his account.
Dr. Chatterjee may be deemed to have the sole power to
direct the voting and disposition of the 18,687,086 Shares held, or issuable
upon the conversion or exercise of all of the convertible securities reported
herein as being held, for the accounts of S-C Rig, S-C Rig Co., Furzedown and
Chatterjee Charitable.
(c) Except as disclosed in Item 3 hereof, which is
incorporated by reference in this Item 5, there have been no transactions
effected with respect to the Shares since November 13, 1997 (60 days prior to
the date hereof) by any of the Reporting Persons.
(d) (i) The partners of S-C Rig have the right to participate
in the receipt of dividends from, or proceeds from the sale of, the securities
described herein as being held for the account of S-C Rig in accordance with
their partnership interests in S-C Rig.
(ii) Dr. Chatterjee, as sole shareholder of S-C Rig Co., has
the right to participate in the receipt of dividends from, or proceeds from the
sale of, the securities described herein as being held for the account of S-C
Rig Co.
(iii) Dr. Chatterjee has the sole right to receive dividends
from, or proceeds from the sale of, the Shares described herein as being held
directly for his personal account.
<PAGE>
Page 8 of 18 Pages
(iv) The shareholders of Furzedown have the right to
participate in the receipt of dividends from, and proceeds from the sale of
Shares described herein as being held directly for the account of Furzedown in
accordance with their ownership interests in Furzedown.
(v) The beneficiaries of Chatterjee Charitable have the
right to participate in the receipt of dividends from, and proceeds from the
sale of Shares described herein as being held directly for the account of
Chatterjee Charitable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
In connection with the Merger, each of the Reporting Persons
entered into a separate agreement with the Issuer whereby each has agreed, among
other things, with certain limited exceptions, including the ability to sell up
to 10% of the Reporting Persons' total Shares, not to sell, transfer or
otherwise dispose of any interest in, or reduce such party's risk with respect
to the Common Stock of Falcon or the Shares during the period commencing 30 days
preceding the effective time of the Merger until such time as consolidated
financial results covering at least 30 days of post-Mergers combined results of
operations of Falcon and the Issuer have been published (the "Lock-up
Agreement"). The Lock-up Agreement is attached hereto as Exhibit B and the terms
thereof are incorporated herein by reference in response to this Item 6.
From time to time, each of the Reporting Persons may lend
portfolio securities to brokers, banks or other financial institutions. These
loans typically obligate the borrower to return the securities, or an equal
amount of securities of the same class, to the lender and typically provide that
the borrower is entitled to exercise voting rights and to retain dividends
during the term of the loan. From time to time to the extent permitted by
applicable laws, each of such persons or entities may borrow the Shares for the
purpose of effecting, and may effect, short sale transactions, and may purchase
securities for the purpose of closing out short positions in such securities.
Except as set forth herein, the Reporting Persons do not have any
contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
A. Power of Attorney, dated May 31, 1995, granted by Dr.
Chatterjee in favor of Mr. Peter Hurwitz.
B. Form of Affiliate Letter.
C. Joint Filing Agreement, dated as of January 12, 1998, by and
among S-C Rig, S-C Rig Co. and Dr. Chatterjee.
<PAGE>
Page 9 of 18 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 12, 1998 S-C RIG INVESTMENTS, L.P.
By: S-C RIG CO., its General Partner
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Vice President
S-C RIG CO.
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Vice President
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
Page 10 of 18 Pages
EXHIBIT INDEX
Page No.
--------
A. Power of Attorney, dated May 31, 1995, granted by Dr.
Chatterjee in favor of Mr. Peter Hurwitz..........................11
B. Form of Affiliate Letter..........................................12
C. Joint Filing Agreement, dated as of January 12, 1998,
by and among S-C Rig Investments, L.P., S-C Rig Co. and
Dr. Purnendu Chatterjee...........................................18
Page 11 of 18 Pages
KNOW ALL MEN BY THESE PRESENT, that I, PURNENDU CHATTERJEE, hereby make,
constitute and appoint PETER HURWITZ as my agent and attorney in fact for the
purpose of executing in my name or in my personal capacity all documents,
certificates, instruments, statements, filings and agreements ("documents") to
be filed with or delivered to any foreign or domestic governmental or regulatory
body or required or requested by any other person or entity pursuant to any
legal or regulatory requirement relating to the acquisition, ownership,
management or disposition of securities or other investments, and any other
documents relating or ancillary thereto, including but not limited to, all
documents relating to filings with the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Act of 1933 or the Securities Exchange Act of
1934 (the "Act") and the rules and regulations promulgated thereunder,
including: (1) all documents relating to the beneficial ownership of securities
required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of
the Act including, without limitation: (a) any acquisition statements on
Schedule 13D or Schedule 13G and any amendments thereto, (b) any joint filing
agreements pursuant to Rule 13(d)-1(f) and (c) any initial statements of, or
statements of changes in, beneficial ownership of securities on Form 3, Form 4
or Form 5 and (2) any information statements on Form 13F required to be filed
with the SEC pursuant to Section 13(f) of the Act.
All past acts of the attorney-in-fact in furtherance of the foregoing are hereby
ratified and confirmed.
This power of attorney shall be valid from the date hereof until revoked by me.
IN WITNESS WHEREOF, I have executed this instrument this 31st day of May, 1995.
/s/ Purnendu Chatterjee
----------------------------------
PURNENDU CHATTERJEE
Page 12 of 18 Pages
EXHIBIT B
FORM OF AFFILIATE LETTER
R&B Falcon Corporation
1900 West Loop South
Suite 1800
Houston, Texas 77027
Falcon Drilling Company, Inc.
1900 West Loop South
Suite 1800
Houston, Texas 77027
Reading & Bates Corporation
901 Threadneedle
Suite 2000
Houston, Texas 77079
Ladies and Gentlemen:
I have been advised that as of the date of this letter I may be
deemed to be an "affiliate" of Falcon Drilling Company, Inc., a Delaware
corporation ("FDC"), as the term "affiliate" is (i) defined for purposes of
paragraphs (c) and (d) of Rule 145 of the rules and regulations (the "Rules and
Regulations") of the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), and/or (ii) used in and for
purposes of Accounting Series Releases No. 130 and No. 135, as amended, of the
Commission. Pursuant to the terms of the Agreement and Plan of Merger, dated as
of July 10, 1997 (the "Merger Agreement"), among R&B Falcon Corporation, a
Delaware corporation ("Parent"), FDC Acquisition Corp., a Delaware corporation
("SubF"), Reading & Bates Acquisition Corp., a Delaware corporation ("SubR"),
FDC and Reading & Bates Corporation, a Delaware corporation ("R&B"), pursuant to
which (i) SubF will be merged with and into FDC, with FDC continuing as the
surviving corporation (the "FDC Merger"), (ii) SubR will be merged with and into
R&B, with R&B continuing as the surviving corporation (the "R&B Merger" and
together with the FDC Merger, the "Mergers"), and (iii) each of FDC and R&B will
<PAGE>
Page 13 of 18 Pages
become a subsidiary of Parent and stockholders of each of FDC and R&B will
become stockholders of Parent. Capitalized terms used in this letter without
definition shall have the meanings assigned to them in the Merger Agreement.
As a result of the FDC Merger, I may receive shares of common
stock, par value $.01 per share, of Parent (the "Parent Common Stock"). I would
receive such Parent Stock in exchange for shares (or upon exercise of options
for shares) owned by me of common stock, par value $.01 per share of FDC (the
"FDC Common Stock").
1. I hereby represent, warrant and covenant to Parent, FDC and
R&B that in the event I receive any shares of Parent Common Stock as a result of
the FDC Merger:
A. I shall not make any offer, sale, pledge, transfer or other
disposition of the shares of Parent Common Stock in violation of the
Act or the Rules and Regulations.
B. I have carefully read this letter and the Merger Agreement and
discussed the requirements of such documents and other applicable
limitations upon my ability to sell, transfer or otherwise dispose of
the shares of Parent Common Stock, to the extent I felt necessary,
with my counsel or counsel for FDC.
C. I have been advised that the issuance of the shares of Parent
Common Stock to me pursuant to the FDC Merger has been registered with
the Commission under the Act on a Registration Statement on Form S-4.
However, I have also been advised that, because at the time the Merger
is submitted for a vote of the stockholders of FDC, (a) I may be
deemed to be an affiliate of FDC and (b) the distribution by me of the
shares of Parent Common Stock has not been registered under the Act, I
may not sell, transfer or otherwise dispose of the shares of Parent
Common Stock issued to me in the FDC Merger unless (i) such sale,
transfer or other disposition is made in conformity with the volume
and other limitations of Rule 145 promulgated by the Commission under
the Act, (ii) such sale, transfer or other disposition has been
registered under the Act or (iii) in the opinion of counsel reasonably
acceptable to Parent, or a "no action" letter obtained by the
undersigned from the staff of the Commission such sale, transfer or
other disposition is otherwise exempt from registration under the Act.
2
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Page 14 of 18 Pages
D. I understand that except as provided for in the Merger
Agreement, Parent is under no obligation to register the sale,
transfer or other disposition of the Parent Stock by me or on my
behalf under the Act or, except as provided in paragraph 2(A) below,
to take any other action necessary in order to make compliance with an
exemption from such registration available.
E. I also understand that stop transfer instructions will be
given to FDC's transfer agent with respect to the shares of FDC Common
Stock currently held and to Parent's transfer agent with respect to
the shares of Parent Common Stock issued to me in the FDC Merger, and
there will be placed on the certificates for such shares of Parent
Common Stock, a legend stating in substance:
"THE SHARES REPRESENTED BY THIS CERTIFICATE WERE
ISSUED IN A TRANSACTION TO WHICH RULE 145 PROMULGATED
UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES
REPRESENTED BY THIS CERTIFICATE MAY ONLY BE TRANSFERRED
IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED [ ],
1997 BETWEEN THE REGISTERED HOLDER HEREOF, FALCON
DRILLING COMPANY, INC., READING & BATES CORPORATION AND
R&B FALCON CORPORATION, A COPY OF WHICH AGREEMENT IS ON
FILE AT THE PRINCIPAL OFFICES OF R&B FALCON
CORPORATION."
F. I also understand that unless a sale or transfer is made in
conformity with the provisions of Rule 145, or pursuant to a
registration statement, Parent reserves the right to put the following
legend on the certificates issued to my transferee:
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND WERE ACQUIRED FROM A PERSON WHO RECEIVED SUCH
SHARES IN A TRANSACTION TO WHICH RULE 145 PROMULGATED
UNDER THE SECURITIES ACT OF 1933 APPLIES. THE SHARES
HAVE BEEN ACQUIRED BY THE HOLDER NOT WITH A VIEW TO, OR
FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF
3
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Page 15 of 18 Pages
WITHIN THE MEANING OF THE SECURITIES ACT OF 1933 AND
MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED
EXCEPT IN ACCORDANCE WITH AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF
1933."
G. I further represent to, and covenant with Parent, FDC and R&B
that I will not, during the 30 days prior to the Effective Time, sell,
transfer or otherwise dispose of or reduce my risk (as contemplated by
the SEC Accounting Series Release No. 135) with respect to shares of
FDC Common Stock that I may hold and, furthermore, that I will not
sell, transfer or otherwise dispose of or reduce my risk (as
contemplated by SEC Accounting Series Release No. 135) with respect to
the shares of Parent Common Stock received by me in the FDC Merger or
any other shares of the capital stock of Parent until after such time
as results covering at least 30 days of operations of Parent have been
published by Parent, in the form of a quarterly earnings report, an
effective registration statement filed with the Commission, a report
to the Commission on Form 10-K, 10-Q or 8-K, or any other public
filing or announcement which includes the combined results of
operations of FDC and R&B (the period commencing 30 days prior to the
Effective Time and ending on the date of the publication of the
post-Mergers financial results is referred to herein as the "Pooling
Period"). Parent shall notify the "affiliates" of the publication of
such results. Notwithstanding the foregoing, I understand that during
the aforementioned period, subject to providing written notice to
Parent, I will not be prohibited from selling up to 10% of the shares
of Parent Common Stock (the "10% Shares") received by me or the shares
of FDC Common Stock owned by me or making charitable contributions or
bona fide gifts of the shares of Parent Common Stock received by me or
the shares of FDC Common Stock owned by me, subject to the same
restrictions. The 10% Shares shall be calculated in accordance with
SEC Accounting Series Release No. 135 as amended by Staff Accounting
Bulletin No. 76. I covenant with Parent that I will not sell, transfer
or otherwise dispose of any 10% Shares during the period commencing
from the Effective Time and ending on the last day of the Pooling
Period except in compliance with Rule 145(d)(i) under the Act or
pursuant to charitable contributions or bona fide gifts.
4
<PAGE>
Page 16 of 18 Pages
H. Execution of this letter should not be considered an admission
on my part that I am an "affiliate" of FDC as described in the first
paragraph of this letter, nor as a waiver of any rights I may have to
object to any claim that I am such an affiliate on or after the date
of this letter.
2. By Parent's acceptance of this letter, Parent hereby agrees
with me as follows:
A. For so long as and to the extent necessary to permit me to
sell the shares of Parent Common Stock pursuant to Rule 145 and, to
the extent applicable, Rule 144 under the Act, Parent shall (a) use
its reasonable best efforts to (i) file, on a timely basis, all
reports and data required to be filed with the Commission by it
pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended and (ii) furnish to me upon request a written statement as to
whether Parent has complied with such reporting requirements during
the 12 months preceding any proposed sale of the shares of Parent
Common Stock by me under Rule 145, and (b) otherwise use its
reasonable efforts to permit such sales pursuant to Rule 145 and Rule
144.
B. It is understood and agreed that certificates with the legends
set forth in paragraphs E and F above will be substituted by delivery
of certificates without such legend if (i) one year shall have elapsed
from the date the undersigned acquired the Parent Stock received in
the FDC Merger and the provisions of Rule 145(d)(2) are then available
to the undersigned, (ii) two years shall have elapsed from the date
the undersigned acquired the shares of Parent Common Stock received in
the FDC Merger and the provisions of Rule 145(d)(3) are then
applicable to the undersigned, or (iii) Parent has received either an
opinion of counsel, which opinion and counsel shall be reasonably
satisfactory to R&B and Parent, or a "no-action" letter obtained by
the undersigned from the staff of the Commission, to the effect that
the restrictions imposed by Rule 144 and Rule 145 under the Act no
longer apply to the undersigned.
Very truly yours,
__________________________________
Name:
5
<PAGE>
Page 17 of 18 Pages
Agreed and accepted this __ day
of ___________, 1997, by
R&B FALCON CORPORATION
By:
--------------------------------
Name:
Title:
READING & BATES CORPORATION
By:
--------------------------------
Name:
Title:
FALCON DRILLING COMPANY, INC.
By:
--------------------------------
Name:
Title:
6
Page 18 of 18 Pages
EXHIBIT C
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
with respect to the Common Stock of R&B Falcon Corporation dated January 12,
1998 is, and any amendments thereto signed by each of the undersigned shall be,
filed on behalf of us pursuant to and in accordance with the provisions of Rule
13d-1(f) under the Securities Exchange Act of 1934.
Date: January 12, 1998 S-C RIG INVESTMENTS, L.P.
By: S-C RIG CO., its General Partner
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Vice President
S-C RIG CO.
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Vice President
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
---------------------------------------
Peter Hurwitz
Attorney-in-Fact
