UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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)
July 17, 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 9 Pages
<PAGE>
Page 2 of 9 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 13,760,176
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 13,760,176
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,760,176
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
8.33%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 9 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 13,836,874
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 13,836,874
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
13,836,874
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
8.38%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 9 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 9 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 15,751,941
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 15,751,941
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
15,751,941
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
9.54%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 9 Pages
This Amendment No. 2 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. 2 supplementally amends the initial statement on
Schedule 13D dated January 12, 1998 and Amendment No. 1 thereto dated June 30,
1998 (collectively, the "Initial Statement"), filed by the Reporting Persons (as
defined herein). This Amendment No. 2 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 5. Interest in Securities of the Issuer.
(a) (i) S-C Rig may be deemed the beneficial owner of 13,760,176
Shares (approximately 8.33% 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) 13,757,160 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.
(ii) S-C Rig Co. may be deemed the beneficial owner of 13,836,874
Shares (approximately 8.38% 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 13,760,176 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
15,751,941 Shares (approximately 9.54% 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 13,760,176 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 13,760,176 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 13,760,176 Shares held, or issuable upon the
exercise of the warrants reported herein as being held, for the account of S-C
Rig.
<PAGE>
Page 7 of 9 Pages
(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 15,006,457 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 June 30, 1998 (the date
of filing of the last statement on Schedule 13D) 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.
(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.
<PAGE>
Page 8 of 9 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: July 24, 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>
Page 9 of 9 Pages
<TABLE>
<CAPTION>
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 7/2/98 Distribution/1/ 619,282 Not Applicable
7/15/98 Distribution/1/ 772,550 Not Applicable
7/16/98 Distribution/1/ 193,600 Not Applicable
7/17/98 Distribution/1/ 363,000 Not Applicable
</TABLE>
/1/ S-C Rig distributed Shares to one of its partners, in accordance with the
terms of its partnership agreement.
