SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): March 1, 2002
TRANSOCEAN SEDCO FOREX INC.
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 333-75899 66-0582307
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (713) 232-7500
N/A
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On March 1, 2002, the Company issued a press release announcing the
acceptance of notes validly tendered in its previously announced exchange offers
for five series of R&B Falcon Corporation notes and the amendment and extension
of the expiration date for one series. The press release is included as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibit is filed herewith:
99.1 Press Release dated March 1, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRANSOCEAN SEDCO FOREX INC.
Date: March 4, 2002 By: /s/ ERIC B. BROWN
-------------------------------------
Eric B. Brown
Senior Vice President, General
Counsel and Corporate Secretary
EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 Press Release dated March 1, 2002.
EXHIBIT 99.1
===========================
[TRANSOCEAN SEDCO FOREX lOGO] TRANSOCEAN SEDCO FOREX INC.
Post Office Box 2765
Houston TX 77252 2765
================================================================================
ANALYST CONTACT: Jeffrey L. Chastain NEWS RELEASE
713 232 7551
MEDIA CONTACT: Guy A. Cantwell FOR RELEASE: March 1, 2002
713 232 7647
TRANSOCEAN SEDCO FOREX INC. ANNOUNCES ACCEPTANCE OF
NOTES TENDERED FOR FIVE SERIES OF R&B FALCON CORPORATION
NOTES AND AMENDMENT AND EXTENSION FOR ONE SERIES
HOUSTON--Transocean Sedco Forex Inc. (NYSE: RIG) today announced that
it has accepted all notes validly tendered (and not withdrawn) pursuant to its
exchange offers for the following series of notes of its indirect wholly-owned
subsidiary, R&B Falcon Corporation:
=================================================================================================
CONSENT PAYMENT
SERIES OF R&B FALCON AGGREGATE PRINCIPAL PER $1,000
NOTES AMOUNT OUTSTANDING PRINCIPAL AMOUNT
-------------------- ------------------- -----------------
6.50% Notes due April 15, 2003...................... $239.5 million $2.50
6.75% Notes due April 15, 2005...................... $350.0 million $3.50
6.95% Notes due April 15, 2008...................... $250.0 million $4.50
9.125% Notes due December 15, 2003.................. $ 87.1 million $3.00
9.50% Notes due December 15, 2008................... $300.0 million $5.00
=================================================================================================
Each of these exchange offers expired at 5:00 p.m., New York City time,
on March 1, 2002. As of the expiration date, approximately $234.5 million,
$342.3 million, $247.8 million, $76.9 million and $289.8 million principal
amount of the 6.5% Notes, 6.75% Notes, 6.95% Notes, 9.125% Notes and 9.50%
Notes, respectively, had been validly tendered (and not withdrawn). Transocean
Sedco Forex has, in accordance with the terms and conditions of the exchange
offers, notified the exchange agent of its acceptance of these notes.
Transocean also announced that it has amended the exchange offer for
the following series of notes to, among other things, increase the consent
payment and extend the expiration date:
===================================================================================================
NEW CONSENT PAYMENT
SERIES OF R&B FALCON AGGREGATE PRINCIPAL PER $1,000
NOTES AMOUNT OUTSTANDING PRINCIPAL AMOUNT
--------------------- ------------------- ------------------
7.375% Notes due April 15, 2018..................... $250.0 million $15.00
==================================================================================================
The exchange offer for the 7.375% Notes will expire at Midnight, New
York City time, on March 14, 2002, unless further extended. Tenders may be
withdrawn at any time prior to the expiration date, but consents may not be
revoked after the notes have been tendered. R&B Falcon will pay an amount in
cash equal to the new consent payment listed above to each holder of 7.375%
Notes tendered prior to the expiration date and accepted for exchange, including
holders that have previously tendered their 7.375% Notes. In addition,
Transocean Sedco Forex will issue new 7.375% Notes in exchange for outstanding
R&B Falcon 7.375% Notes accepted for exchange. The new consent payment is
conditioned on the receipt by Midnight, New York City time, on March 11, 2002,
of valid consents from the holders of record as of the close of business on
February 13, 2002 (the record date) of a majority in principal amount of the
7.375% Notes. As of March 1, 2002, approximately $103.5 million principal amount
of the 7.375% Notes had been validly tendered (and not withdrawn).
The terms and conditions of the exchange offers are contained in
Transocean Sedco Forex's prospectus and consent solicitation statement, dated
January 31, 2002, as supplemented to reflect amendments to the exchange offer
for the 7.375% Notes, and the related letter of transmittal and consent. A copy
of the supplement will be mailed to holders of the 7.375% Notes.
Goldman, Sachs & Co. are the dealer managers for the exchange offers.
Transocean Sedco Forex is making the exchange offers solely by the
prospectus and consent solicitation statement and the related letters of
transmittal and consent. Copies of the prospectus and consent solicitation
statement can be obtained from Mellon Investor Services LLC, the Information
Agent, at the following address:
Mellon Investor Services LLC
44 Wall Street, 7th Floor
New York, NY 10005
Toll Free: (877) 698-6865
Banks and Brokers: (917) 320-6286
This announcement is neither an offer to purchase or sell nor a
solicitation of an offer to purchase or sell any securities nor shall there be
any sale or purchase of these securities in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
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