Pursuant to Rule 424(b)(3)
Registration No. 333-77064
SUPPLEMENT TO PROSPECTUS AND CONSENT SOLICITATION STATEMENT DATED JANUARY 31,
2002
TRANSOCEAN SEDCO FOREX LOGO
OFFER TO EXCHANGE AND SOLICITATION OF CONSENTS RELATING TO THE FOLLOWING SERIES
OF NOTES ISSUED BY TRANSOCEAN SEDCO FOREX INC.'S INDIRECT WHOLLY-OWNED
SUBSIDIARY, R&B FALCON CORPORATION
NEW CONSENT
AGGREGATE PRINCIPAL PAYMENT
AMOUNT CUSIP PER $1,000
TITLE OF SECURITIES OUTSTANDING NUMBER PRINCIPAL AMOUNT
7.375% Notes due April 15, 2018.......... $250 million 74912EAH4 $15.00
This document amends and supplements the prospectus and consent
solicitation statement dated January 31, 2002 of Transocean Sedco Forex Inc.
with respect to the offer to exchange and solicitation of consents relating to
the R&B Falcon 7.375% notes shown above. Transocean Sedco Forex has (i) extended
the expiration date of the exchange offer for the R&B Falcon 7.375% notes to the
date shown below and (ii) increased the consent payment with respect to those
notes that are validly tendered prior to the expiration date and exchanged for
new notes of Transocean Sedco Forex to $15.00 per $1,000 principal amount.
Subject to the terms and conditions of the exchange offer and consent
solicitation, R&B Falcon will make the consent payment to any holder of R&B
Falcon 7.375% notes tendered prior to the expiration date and accepted for
exchange, including holders that have previously tendered their R&B Falcon
7.375% notes. Transocean Sedco Forex's obligation to cause R&B Falcon to make
the consent payment with respect to the R&B Falcon 7.375% notes is conditioned
on, among other things, the receipt by Midnight, New York City time, on March
11, 2002, of valid consents to the amendments to the indenture under which those
notes were issued described under "The Proposed Amendments" in the prospectus
and consent solicitation statement (the "Proposed Amendments") from the holders
of record on February 13, 2002 (the "Record Date") of a majority in principal
amount of the R&B Falcon 7.375% notes.
The exchange offer with respect to the R&B Falcon 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Tenders may be withdrawn at any time prior to the expiration date, but consents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 R&B Falcon 7.375% notes have been tendered.
For a discussion of the risks that you should consider in evaluating the
exchange offer and consent solicitation, see "Risk Factors" beginning on page 14
of the prospectus and consent solicitation statement.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES BEING OFFERED IN THE
EXCHANGE OFFERS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS AND
CONSENT SOLICITATION STATEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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None of Transocean Sedco Forex, R&B Falcon, the exchange agent, the information
agent, the trustee under the R&B Falcon 6.50%-7.375% notes indenture and the
Transocean Sedco Forex indenture or the dealer managers makes any recommendation
as to whether or not holders of the R&B Falcon 7.375% notes should exchange
their securities in the exchange offer and consent to the proposed amendments to
the R&B Falcon 6.50%-7.375% notes indenture.
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The dealer managers for the exchange offer and consent solicitation are:
GOLDMAN, SACHS & CO.
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The date of this supplement is March 4, 2002.
IMPORTANT
Holders of R&B Falcon 7.375% notes who have previously validly tendered
their R&B Falcon 7.375% notes (and who have not and do not validly withdraw such
notes) are not required to take any further action in order for their R&B Falcon
7.375% notes to be validly tendered pursuant to the exchange offer or in order
to receive the increased consent payment (whether or not such tenders were made
prior to the consent payment deadline previously set forth in the prospectus and
consent solicitation statement). Holders of R&B Falcon 7.375% notes should
continue to follow the procedures for tendering R&B Falcon 7.375% notes
previously set forth in the prospectus and consent solicitation statement.
Tendering holders of R&B Falcon 7.375% notes should continue to use the letter
of transmittal circulated with the prospectus and consent solicitation
statement. Such tendering holders of R&B Falcon 7.375% notes accepted for
exchange will, subject to the terms and conditions of the exchange offer and
consent solicitation, receive the increased consent payment, which is equal to
$15 per $1,000 principal amount tendered instead of the previously offered
consent payment of $6 per $1,000 principal amount tendered.
Except as set forth in this supplement, the terms and conditions previously
set forth in the prospectus and consent solicitation statement and the letter of
transmittal are applicable in all respects to the exchange offers and consent
solicitations. This supplement should be read in conjunction with the prospectus
and consent solicitation statement. Unless the context otherwise requires,
capitalized terms used but not defined herein have the meanings ascribed to such
terms in the prospectus and consent solicitation statement.
The exchange offer and consent solicitation is not being made to, nor will
Transocean Sedco Forex accept, exchanges or consents from, holders of R&B Falcon
7.375% notes in any jurisdiction in which the exchange offer, the consent
solicitation or the acceptance of outstanding R&B Falcon 7.375% notes in
exchange for Transocean Sedco Forex notes would violate the securities or blue
sky laws of such jurisdiction.
You should rely only on the information contained or incorporated by
reference in this prospectus and consent solicitation statement. We have not
authorized any person (including any dealer, salesman or broker) to provide
information or make any representations other than that provided in this
prospectus and consent solicitation statement and, if given or made, such
information or representations must not be relied upon as having been authorized
by Transocean Sedco Forex, R&B Falcon, the dealer managers or any agent or
dealer. We are not making an offer of Transocean Sedco Forex notes in any state
where the offer is not permitted. You should not assume that the information in
this prospectus and consent solicitation statement is accurate as of any date
other than the date on the cover page or that any information contained in any
document we have incorporated by reference is accurate as of any date other than
the date of the document incorporated by reference.
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Any questions concerning tender procedures or requests for additional copies of
the prospectus and consent solicitation statement, this supplement or the letter
of transmittal should be directed to the information agent,
MELLON INVESTOR SERVICES LLC
44 Wall Street -- 7th Floor
New York, NY 10005
Attn: Grainne McIntyre
Toll Free: (877) 698-6865
Banks and brokers: (917) 320-6286
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TERMS OF THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS
On March 1, 2002, Transocean Sedco Forex announced that it had 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
AGGREGATE PRINCIPAL PAYMENT
AMOUNT PER $1,000
SERIES OF R&B FALCON NOTES 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 that 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 notified the exchange agent of its acceptance of these notes.
R&B Falcon and the R&B Falcon trustee executed supplemental indentures
dated February 14, 2002 effecting the Proposed Amendments to (i) the R&B Falcon
6.50%-7.375% notes indenture with respect to the R&B Falcon 6.50% Notes, the R&B
Falcon 6.75% notes and the R&B Falcon 6.95% notes and (ii) to the R&B Falcon
9.125%-9.50% notes indenture with respect to the R&B Falcon 9.125% notes and the
R&B Falcon 9.50% notes. If valid consents to the Proposed Amendments are
received by Midnight, New York City time, on March 11, 2002, from the holders of
record on the Record Date of a majority in principal amount of the R&B Falcon
7.375% notes, then R&B Falcon and the R&B Falcon trustee will execute a
supplemental indenture to the R&B Falcon 6.50%-7.375% notes indenture effecting
the Proposed Amendments with respect to the R&B Falcon 7.375% notes. Tenders may
be withdrawn at any time prior to the expiration date, but consents may not be
revoked after the R&B Falcon 7.375% notes have been tendered.
CONDITIONS TO THE EXCHANGE OFFERS AND CONSENT SOLICITATIONS
Transocean Sedco Forex's obligation to cause R&B Falcon to make the
increased consent payment with respect to the R&B Falcon 7.375% notes is
conditioned on the receipt by Midnight, New York City time, on March 11, 2002,
of valid consents to the Proposed Amendments from the holders of record on the
Record Date of a majority in principal amount of the R&B Falcon 7.375% notes.
Transocean Sedco Forex's obligation to complete the exchange offer and
cause R&B Falcon to make the consent payment is also subject to the other
conditions described under "The Exchange Offers -- Conditions to the Exchange
Offers and Consent Solicitations" in the prospectus and consent solicitation
statement, except for conditions that have been previously waived or are waived
in the future.
CONSENT PAYMENT DEADLINE; EXPIRATION DATE; EXTENSIONS; AMENDMENTS
The expiration date of the exchange offer for the R&B Falcon 7.375% notes
has been amended as indicated on the cover page of this supplement.
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MISCELLANEOUS
As of 5:00 p.m., New York City time, on March 1, 2002, approximately $103.5
million of the principal amount outstanding of the R&B Falcon 7.375% notes had
been tendered for exchange by the holders of those notes.
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