UNITED
STATES
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): December 28, 2005
TRANSOCEAN
INC.
(Exact
name of registrant as specified in its charter)
|
Cayman
Islands
|
333-75899
|
66-0582307
|
|
(State
or other jurisdiction of incorporation or organization)
|
(Commission
File Number)
|
(I.R.S.
Employer 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
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
1
ITEM
1.01. Entry into a Material Definitive Agreement.
On
December 28, 2005, Transocean Inc. (the “Company”) entered into an amendment
(the “Amendment”) to the Transocean Inc. Deferred Compensation Plan, as amended
and restated effective January 1, 2000 (the “Plan”). The Amendment allows all
active participants in the Plan who made deferral elections in 2005 to cancel
such deferral elections. The participants who cancelled their deferral elections
in the Transocean Inc. Ordinary Share equivalent fund will receive a specified
amount of Ordinary Shares of the Company. The participants who cancelled
their
deferral elections in other investment funds will receive cash in the amount
of
such investments. Moreover, the Amendment specifies that no further deferrals
may be made under the Plan after December 31, 2005.
Attached
hereto as Exhibit 10.1 and incorporated herein by reference is a copy of
the
Amendment to the Plan.
ITEM
9.01. Financial Statements and Exhibits.
|
(c)
|
Exhibits
|
The
following exhibit is furnished pursuant to Item 1.01:
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Exhibit
Number
|
Description
|
|
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10.1
|
Amendment
to Transocean Inc. Deferred Compensation
Plan
|
|
2
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.
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TRANSOCEAN
INC.
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|||
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Date:
December 29, 2005
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By:
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/s/
William E. Turcotte
|
|
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Name:
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William
E. Turcotte
|
||
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Title:
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Associate
General Counsel
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||
3
INDEX
TO
EXHIBITS
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Exhibit
Number
|
Description
|
|
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10.1
|
Amendment
to Transocean Inc. Deferred Compensation
Plan
|
1
Exhibit
10.1
AMENDMENT
TO
TRANSOCEAN
INC.
DEFERRED
COMPENSATION PLAN
Transocean
Inc. (the “Company”) previously established the Transocean Inc. Deferred
Compensation Plan, as amended and restated effective January 1, 2000 and
formerly known as the “Transocean Sedco Forex Deferred Compensation Plan” (the
“Plan”). Section 5.1 of the Plan reserves the right to amend the Plan to the
Compensation Committee of the Board of Directors of the Company (the
“Committee”). The Committee has authorized the appropriate officers of the
Company to implement an amendment to the Plan in accordance with Q&A-20 of
Internal Revenue Service Notice 2005-1 (the “Notice”). Now, therefore, the
Company does hereby amend the Plan, effective as of the dates set forth below,
as follows:
Each
of
the Participants who have made deferral elections under the Plan for 2005,
as
identified on Exhibit A hereto, have elected to cancel any and all deferral
elections made by such Participant with respect to calendar year 2005 (the
“2005
Deferral Elections”). Amounts subject to such cancellation shall be returned to
the Participant in calendar year 2005 in the form of a whole number of Ordinary
Shares attributable to the 2005 Deferral Elections credited to the Participant’s
Account in the Plan, as applicable, together with cash for any fractional
Ordinary Shares and for the balance of the Account allocated to any other
investment indices. No further deferrals may be made under the Plan after
December 31, 2005.
IN
WITNESS WHEREOF, the Company has caused these presents to be executed by its
duly authorized officer, in a number of copies, all of which shall constitute
but one and the same instrument that may be sufficiently evidenced by any such
executed copy hereof, this 28th day of December, 2005.
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TRANSOCEAN
INC.
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||
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By:
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/s/ Eric B. Brown | |
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Name:
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Eric B. Brown | |
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Title:
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Senior Vice President, General Counsel and Corporate Secretary | |
AMENDMENT
TO
TRANSOCEAN
INC.
DEFERRED
COMPENSATION PLAN
EXHIBIT
A
Martin
B. McNamara
Victor
E. Grijalva
-2-