SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 3)*
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, 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(e), 13d-1(f) or 13d-1(g), check the following box
[ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule 13d-7(b) 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
disclosures 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 13 Pages
Exhibit Index: Page 12
<PAGE>
Page 2 of 13 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 12,749,176
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 12,749,176
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,749,176
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
6.59%
14 Type of Reporting Person*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 13 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 12,825,874
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 12,825,874
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,825,874
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
6.63%
14 Type of Reporting Person*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 4 of 13 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)
.38%
14 Type of Reporting Person*
IA; PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 13 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 1,991,765
Shares
Beneficially 8 Shared Voting Power
Owned By 12,749,176
Each
Reporting 9 Sole Dispositive Power
Person 1,991,765
With
10 Shared Dispositive Power
12,749,176
11 Aggregate Amount Beneficially Owned by Each Reporting Person
14,740,941
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
13 Percent of Class Represented By Amount in Row (11)
7.62%
14 Type of Reporting Person*
IA; IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 6 of 13 Pages
SCHEDULE 13D
CUSIP No. 74912E101
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
George Soros
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 0
Shares
Beneficially 8 Shared Voting Power
Owned By 12,749,176
Each
Reporting 9 Sole Dispositive Power
Person 0
With
10 Shared Dispositive Power
12,749,176
11 Aggregate Amount Beneficially Owned by Each Reporting Person
12,749,176
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares* [x]
13 Percent of Class Represented By Amount in Row (11)
6.59%
14 Type of Reporting Person*
IA
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 7 of 13 Pages
This Amendment No. 3 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. 3 supplementally amends the
initial statement on Schedule 13D dated January 12, 1998 and all amendments
thereto (collectively, the "Initial Statement"), filed by the Reporting Persons
(as defined herein). This Amendment No. 3 is being filed by the Reporting
Persons to report that Mr. George Soros currently may be deemed to have shared
beneficial ownership over certain Shares previously reported by other Reporting
Persons; there have been no transactions with respect to the Shares over the
last 60 days. 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");
(iv) Dr. Purnendu Chatterjee ("Dr. Chatterjee"); and
(v) Mr. George Soros ("Mr. Soros").
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.
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.
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.
The principal occupation of Mr. Soros, a United States
citizen, is direction of the activities of Soros Fund Management LLC, a Delaware
limited liability company ("SFM LLC"), which is carried out in his capacity as
Chairman of SFM LLC. Mr. Soros has his principal place of business at 888
Seventh Avenue, 33rd Floor, New York, New York 10106, the principal office of
SFM LLC.
<PAGE>
Page 8 of 13 Pages
During the past five years, none of the Reporting Persons,
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.
Item 3. Source and Amount of Funds or Other Consideration.
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
12,749,176 Shares (approximately 6.59% 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) 12,746,160 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
12,825,874 Shares (approximately 6.63% 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 12,749,176
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 .38% of the total number of
Shares outstanding).
(iv) Dr. Chatterjee may be deemed the beneficial owner of
14,740,941 Shares (approximately 7.62% 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) 12,749,176 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
<PAGE>
Page 9 of 13 Pages
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.
(v) Mr. Soros may be deemed the beneficial owner of
12,749,176 Shares (approximately 6.59% of the total number of Shares outstanding
assuming exercise by S-C Rig of all of the warrants it holds). This number
consists of 12,749,176 Shares held for the account of S-C Rig (includes Shares
issuable upon exercise of warrants).
(b) (i) S-C Rig has sole power to direct the voting and
disposition of the 12,749,176 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 12,749,176 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 following Shares: 76,698 Shares held
for the account of S-C Rig Co., 742,783 Shares held for the account of CFM,
176,800 Shares held for the account of Furzedown and 250,000 Shares held for the
account of Chatterjee Charitable. Dr. Chatterjee may be deemed to have shared
power to direct the voting and disposition of the 12,749,176 Shares held or
issuable upon the conversion or exercise of all convertible securities reported
herein as being held for the account of S-C Rig.
(iv) Mr. Soros may be deemed to have shared power to
direct the voting and disposition of the 12,749,176 Shares held or issuable upon
the conversion or exercise of all of the convertible securities reported herein
as being held, directly by S-C Rig.
(c) There have been no transactions effected with
respect to the Shares since November 12, 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 10 of 13 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 6. Contracts, Arrangements, Understandings in Relationship with
Respect to Securities of the Issuer.
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.
D. Joint Filing Agreement dated January 11, 1999 by and
among S-C Rig, S-C Rig Co., CFM, Mr. Chatterjee and Mr. Soros.
<PAGE>
Page 11 of 13 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 11, 1999 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
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-------------------------------
Michael C. Neus
Attorney-in-fact
<PAGE>
Page 12 of 13 Pages
EXHIBIT INDEX
Page No.
--------
D. Joint Filing Agreement dated January 11, 1999 by
and among S-C Rig Investments, L.P., S-C Rig Co.,
Chatterjee Fund Management, L.P., Purnendu
Chatterjee and Mr. George Soros.................... 13
Page 13 of 13 Pages
EXHIBIT D
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 as of
January 11, 1999 is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
Date: January 11, 1999 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
GEORGE SOROS
By: /S/ MICHAEL C. NEUS
-------------------------------
Michael C. Neus
Attorney-in-fact
