8-K 1 h84243e8-k.txt CLIFFS DRILLING COMPANY - DATED JANUARY 31, 2001 1 ================================================================================ 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): January 31, 2001 ---------- CLIFFS DRILLING COMPANY (Exact name of registrant as specified in its charter) DELAWARE 0-16703 76-0248934 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification Number) 4 GREENWAY PLAZA 77046 HOUSTON, TEXAS (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (713) 232-7500 ================================================================================ 2 ITEM 1. CHANGES IN CONTROL OF REGISTRANT. On January 31, 2001, TSF Delaware Inc. ("Merger Sub"), a Delaware corporation and an indirect wholly owned subsidiary of Transocean Sedco Forex Inc., a company organized under the laws of the Cayman Islands ("Transocean"), merged (the "Merger") with and into R&B Falcon Corporation, a Delaware Corporation ("R&B Falcon"), pursuant to an Agreement and Plan of Merger (the "Merger Agreement") dated as of August 19, 2000, by and among Transocean, R&B Falcon, Merger Sub and Transocean Holdings Inc., a Delaware corporation and a wholly owned subsidiary of Transocean. Under the terms of the Merger Agreement, at the effective time of the Merger, (i) each share of common stock of R&B Falcon was converted into the right to receive 0.5 Transocean ordinary shares, (ii) three designees of R&B Falcon's pre-Merger board of directors became directors of Transocean and (iii) R&B Falcon became an indirect wholly owned subsidiary of Transocean. Prior to the Merger, Cliffs Drilling Company was a wholly owned subsidiary of R&B Falcon and is now a wholly owned indirect subsidiary of Transocean. 2 3 ITEM 7. EXHIBITS.

3 4 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 hereunto duly authorized. Date: February 13, 2001 CLIFFS DRILLING COMPANY (Registrant) By: /s/ ERIC B. BROWN ---------------------------------- Name: Eric B. Brown Title: Vice President 5 INDEX TO EXHIBITS The following exhibits are filed herewith:

CLIFFS DRILLING CO 8-K