-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BWGqSKmq5CxZGWg3toiCPQOnGThLjV55sZjdXbokr/QTpfcWV4rHcak8C8/vZDzP kEpaUCJRc0hQaKxGcpJMZA== 0000899243-01-501844.txt : 20020411 0000899243-01-501844.hdr.sgml : 20020411 ACCESSION NUMBER: 0000899243-01-501844 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011120 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GLOBAL MARINE INC CENTRAL INDEX KEY: 0000041850 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 951849298 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05471 FILM NUMBER: 1796805 BUSINESS ADDRESS: STREET 1: 777 N ELDRIDGE RD CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 2815965100 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL MARINE EXPLORATION CO DATE OF NAME CHANGE: 19670629 8-K 1 d8k.txt FORM 8-K FOR GLOBAL MARINE, INC. 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): November 20, 2001 (November 20, 2001) GLOBAL MARINE INC. (Exact name of registrant as specified in its charter) DELAWARE 1-5471 95-1849298 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 777 N. ELDRIDGE PARKWAY HOUSTON, TEXAS 77079-4493 (Address of principal executive offices and zip code) Registrant's telephone number, including area code: 713-596-5100 ITEM 1. CHANGES IN CONTROL OF REGISTRANT. On November 20, 2001, pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 31, 2001, among Santa Fe International Corporation, a company incorporated under the laws of the Cayman Islands ("Santa Fe"), Silver Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Santa Fe ("Sub"), Gold Merger Sub, Inc., a Delaware corporation Sub and a wholly owned subsidiary of Sub, and Global Marine Inc., a Delaware corporation ("Global"), Merger Sub merged (the "Merger") with an into Global. In connection with the Merger, Santa Fe was renamed GlobalSantaFe Corporation (referred to herein after the Merger as "GlobalSantaFe"). At the effective time of the Merger, (i) each issued and outstanding share of common stock, par value $0.10 per share, of Global (the "Global Common Stock"), was converted into the right to receive 0.665 ordinary shares, par value $0.01 per share, of Santa Fe (the "GlobalSantaFe Ordinary Shares"), (ii) each issued and outstanding share of common stock of Merger Sub was converted into one share of common stock of Global, as the surviving corporation and (iii) Global became a wholly owned subsidiary of Santa Fe. Approximately 118 million GlobalSantaFe Ordinary Shares are being issued in the Merger in exchange for Global Common Stock. Pursuant to the Merger Agreement, effective upon the Merger, seven designees of Global's pre-Merger board of directors became directors of GlobalSantaFe, which now has a total 14 directors. On November 20, 2001, GlobalSantaFe issued a press release announcing the completion of the Merger and the composition of its board of directors effective upon the Merger. The press release is attached as Exhibit 99.1 to this Current Report on 8-K and is incorporated herein by reference. As a result of the Merger, Global's Zero Coupon Convertible Debentures Due June 23, 2020 (the "Debentures") are convertible into GlobalSantaFe Ordinary Shares at the rate of 8.125103 GlobalSantaFe Ordinary Shares per $1,000 principal amount at maturity of Debentures. The Debentures continue to be the debt obligations solely of Global. The description of the Merger Agreement set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the Merger Agreement, which is filed or incorporated by reference as an exhibit hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. *2.1 Agreement and Plan of Merger, dated as of August 31, 2001, among Santa Fe International Corporation, Silver Sub, Inc., Gold Merger Sub, Inc. and Global Marine Inc. (incorporated by reference from Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed September 4, 2001). 99.1 Press Release of GlobalSantaFe Corporation, dated November 20, 2001. * incorporated by reference as indicated. 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. GLOBAL MARINE INC. By: /s/ Alexander A. Krezel --------------------------- Alexander A. Krezel Vice President, Corporate Secretary and Assistant General Counsel Date: November 20, 2001 EX-99.1 3 dex991.txt PRESS RELEASE OF GLOBALSANTAFE EXHIBIT 99.1 FOR IMMEDIATE RELEASE GLOBAL MARINE INC. AND SANTA FE INTERNATIONAL CORPORATION COMPLETE MERGER OF EQUALS HOUSTON, November 20, 2001 - Houston-based GlobalSantaFe Corporation (NYSE:GSF) today announced that Global Marine Inc. and Santa Fe International Corporation completed their merger of equals. The ordinary shares of GlobalSantaFe will begin trading on the New York Stock Exchange on November 21, 2001, under the symbol "GSF." Global Marine and Santa Fe International shareholders approved the merger during separate shareholder meetings held earlier today. Under the terms of the merger agreement each share of Global Marine common stock was converted into 0.665 of an ordinary share of GlobalSantaFe. Santa Fe International ordinary shares will trade as GlobalSantaFe ordinary shares. The combined company will have approximately 233 million shares outstanding. "This merger of two great companies creates the world's premier drilling contractor," GlobalSantaFe chairman, Robert E. "Bob" Rose, said. "With a focus on providing a full spectrum of premium equipment and services, GlobalSantaFe has the size and reach to serve the world's largest oil and gas companies in every key offshore drilling region." C. Stedman "Sted" Garber, GlobalSantaFe president and chief executive officer, said, "This combination speaks to the future. Meeting the challenges of our marketplace requires a company that can embrace the changing needs of our customers as well as maintain the financial strength necessary to operate effectively through volatile business cycles. What will not change, however, is our commitment to safety, the environment, ethics and customer service." - more - Global Marine Inc. and Santa Fe International Complete Merger Page Two - -------------------------------------------------------------------------------- GlobalSantaFe's fourteen-member board of directors includes seven directors from Global Marine's previous board and seven directors from Santa Fe International's previous board. In addition to Rose and Garber, the other directors are Ferdinand A. Berger, Thomas W. Cason, Richard L. George, Khaled R. Al-Haroon, C. Russell Luigs, Edward R. Muller, Paul J. Powers, Maha A. R. Razzuqi, Stephen J. Solarz, Carroll W. Suggs, Nader H. Sultan and John L. Whitmire. The senior management of GlobalSantaFe includes Rose, Garber, Jon A. Marshall as executive vice president and chief operating officer; Seals M. McCarty as executive vice president of finance and administration; Joe E. Boyd as senior vice president of human resources and corporate affairs; Roger B. Hunt as senior vice president of marketing; James L. McCulloch as senior vice president, general counsel and secretary; W. Matt Ralls as senior vice president and chief financial officer; and Marion M. Woolie as senior vice president of operations. The GlobalSantaFe board will appoint additional officers at its scheduled December 5, 2001, meeting. ABOUT GLOBALSANTAFE GlobalSantaFe is a leading international offshore drilling contractor offering a full spectrum of premium equipment and drilling management services. The company's diverse and technologically advanced fleet of 59 offshore rigs includes premium and heavy-duty, harsh-environment jackups; semisubmersibles; and dynamically positioned, ultra-deepwater drillships. Additionally, the company has two rigs currently under construction and two more on order. The company also has 31 land rigs and is the world's leading provider of turnkey drilling and drilling management services. # # # CONTACT INFORMATION Investors: Richard Hoffman (972) 701-7950 or Michelle Appleby (972) 701-7524 Media: Stephanie Price (281) 596-5816 -----END PRIVACY-ENHANCED MESSAGE-----