UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)*
R&B FALCON CORPORATION
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(Name of Issuer)
Common Stock, $0.01 par Value
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(Title of Class of Securities)
74912E101
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(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)
June 23, 1998
------------------------
(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 12 Pages
Exhibit Index: Page 11
<PAGE>
Page 2 of 12 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*
Not applicable
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 15,708,608
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 15,708,608
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
15,708,608
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
9.51%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 12 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*
Not applicable
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 15,785,306
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 15,785,306
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
15,785,306
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
9.56%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 12 Pages
SCHEDULE 13D
CUSIP No. 74912E101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Chatterjee Fund Management, L.P.
2 Check the Appropriate Box If a Member of a Group*
a. [_]
b. [x]
3 SEC Use Only
4 Source of Funds*
Not applicable
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 742,783
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 742,783
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
742,783
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[x]
13 Percent of Class Represented By Amount in Row (11)
.45%
14 Type of Reporting Person*
IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 12 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*
Not applicable
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 17,700,373
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 17,700,373
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
17,700,373
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[_]
13 Percent of Class Represented By Amount in Row (11)
10.72%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 12 Pages
This Amendment No. 1 to Schedule 13D relates to shares of common
stock, $0.01 par value per share (the "Shares"), of R&B Falcon Corporation (the
"Issuer"). This Amendment No. 1 supplementally amends the initial statement on
Schedule 13D dated January 12, 1998 (the "Initial Statement"), filed by the
Reporting Persons (as defined herein). This Amendment No. 1 is being filed by
the Reporting Persons to report that as a result of the recent disposition of
Shares of the Issuer, the number of Shares of which certain of the Reporting
Persons may be deemed the beneficial owners has decreased by more than one
percent of the total outstanding Shares. Capitalized terms used but not defined
herein shall have the meanings ascribed to them in the Initial Statement. The
Initial Statement is supplementally amended as follows.
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.;
(iii) Chatterjee Fund Management, L.P. ("CFM") and
(iv) Dr. Purnendu Chatterjee ("Dr. Chatterjee").
This Statement relates to the Shares held for the accounts of S-C Rig,
S-C Rig Co., CFM, Furzedown (as defined herein), Dr. Chatterjee and Chatterjee
Charitable (as defined herein).
CFM is a Delaware limited partnership. Dr. Chatterjee is the sole
general partner of CFM. The principal business of CFM is to invest in
securities. The principal office of CFM is located at 888 Seventh Avenue, 30th
Floor, New York, New York 10106.
Item 5. Interest in Securities of the Issuer.
(a) (i) S-C Rig may be deemed the beneficial owner of 15,708,608
Shares (approximately 9.51% 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) 15,705,592 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 12 Pages
(ii) S-C Rig Co. may be deemed the beneficial owner of 15,785,306
Shares (approximately 9.56% 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) 76,698 Shares held for its account and (B) the 15,708,608 Shares held
for the account of S-C Rig (includes Shares issuable upon exercise of warrants).
(iii) CFM may be deemed the beneficial owner of the 742,783
Shares held for its account (approximately .45% of the total number of Shares
outstanding).
(iv) Dr. Chatterjee may be deemed the beneficial owner of
17,700,373 Shares (approximately 10.72% 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) 745,484 Shares held for his account, (B) the
15,708,608 Shares held for the account of S-C Rig (includes Shares issuable upon
exercise of warrants), (C) 76,698 Shares held for the account of S-C Rig Co.,
(D) 176,800 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 (E) 742,783
Shares held for the account of CFM and (F) 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 15,708,608 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 76,698 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 15,708,608 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 745,484 Shares held for his account.
Dr. Chatterjee may be deemed to have the sole power to
direct the voting and disposition of the 16,954,889 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., CFM, Furzedown
and Chatterjee Charitable.
(c) Except as disclosed in Annex A hereof, there have been no
transactions effected with respect to the Shares since April 27, 1998 (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) The partners of CFM have the right to participate in the
receipt of dividends from, or proceeds from the sale of, the Shares described
herein as being held for the account of CFM in accordance with their partnership
interests in CFM.
<PAGE>
Page 8 of 12 Pages
(iii) 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 Shares described herein as being held for the account of S-C Rig Co.
(iv) 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.
(v) 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.
(vi) 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 7. Material to be Filed as Exhibits.
C. Joint Filing Agreement, dated as of June 26, by and among S-C Rig,
S-C Rig Co., CFM and Dr. Chatterjee.
<PAGE>
Page 9 of 12 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: June 26, 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
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
<PAGE>
<TABLE>
<CAPTION>
Page 10 of 12 Pages
ANNEX A
RECENT TRANSACTIONS IN THE COMMON STOCK OF
R&B FALCON CORPORATION
Date of Nature of Number of Price Per
For the Account of Transaction Transaction Shares Shares
- ------------------ ----------- ----------- --------- ---------
<S> <C> <C> <C> <C>
S-C Rig 5/01/98 Distribution/1/ 1,000,000 Not Applicable
6/01/98 Sell 1,000 $28.0000
6/02/98 Sell 69,000 $28.0091
6/03/98 Sell 1,700 $28.0000
6/23/98 Sell 100,000 $24.1250
6/24/98 Sell 36,800 $24.3055
- --------
/1/ On May 1, 1998 S-C Rig distributed 1,000,000 Shares to certain of its partners, in accordance
with the terms of its partnership agreement.
</TABLE>
<PAGE>
Page 11 of 12 Pages
EXHIBIT INDEX
Page No.
--------
C. Joint Filing Agreement, dated as of June 26, 1998, by
and among S-C Rig Investments, L.P., S-C Rig Co.,
Chatterjee Fund Management, L.P. and Dr. Purnendu
Chatterjee............................................. 12
Page 12 of 12 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 June 26, 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: June 26, 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
CHATTERJEE FUND MANAGEMENT, L.P.
By: Purnendu Chatterjee,
General Partner
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
PURNENDU CHATTERJEE
By: /S/ PETER HURWITZ
----------------------------------
Peter Hurwitz
Attorney-in-Fact
