As filed with the Securities and Exchange Commission on December 20, 2001
Registration No. 333-_____
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TRANSOCEAN SEDCO FOREX INC.
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 4 GREENWAY PLAZA N/A
(State or other jurisdiction of HOUSTON, TEXAS 77046 (I.R.S. Employer
incorporation or organization) (Address of Principal Identification No.)
Executive Offices)
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
ERIC B. BROWN, ESQ.
TRANSOCEAN SEDCO FOREX INC.
4 GREENWAY PLAZA
HOUSTON, TEXAS 77046
(Name and address of agent for service)
(713) 232-7500
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED REGISTERED SHARE (1) PRICE (1) REGISTRATION FEE(2)
- ----------------------------------------- ------------ -------------------- -------------------- -------------------
Ordinary Shares, par value $.01 per share 6,200,000 $ 29.94 $ 185,628,000 $ 44,365.09
========================================================================================================================
(1) Estimated pursuant to Rules 457(c) and (h) solely for the purpose of
computing the registration fee and based upon the average of the high and
low sales prices of the ordinary shares reported on the New York Stock
Exchange Composite Tape on December 14, 2001.
(2) Pursuant to Rule 457(p) of the Securities Act of 1933, the Registrant
hereby offsets the registration fee required in connection with this
registration statement by the aggregate total dollar amount of $44,365.09
previously paid in connection with prior registration statements relating
to securities offered thereunder that remain unsold. Accordingly, no
registration fee is being paid in connection with this registration
statement. The aggregate total dollar amount previously paid in connection
with prior registration statements is the sum of the following: $21,118.00
of the filing fee previously paid on July 15, 1997 by Reading & Bates
Corporation (an indirect wholly owned subsidiary of the Registrant,
"Reading & Bates") in connection with its registration statement on Form
S-8 (Registration No. 333-31317), $19,152.00 of the filing fee previously
paid on October 12, 1999 by R&B Falcon Corporation (an indirect wholly
owned subsidiary of the Registrant, "R&B Falcon") in connection with its
registration statement on Form S-8 (Registration No. 333-88843), $4,061.00
of the filing fee previously paid on August 2, 2000 by R&B Falcon in
connection with its registration statement on Form S-8 (Registration No.
333-42886), $34.09 of the filing fee previously paid on November 23, 1998
by R&B Falcon in connection with its registration statement on Form S-8
(Registration No. 333-67755).
================================================================================
This Registration Statement is being filed by Transocean Sedco Forex Inc.
pursuant to General Instruction E of Form S-8 under the Securities Act of 1933,
as amended. The contents of the Registration Statement on Form S-8
(Registration No. 333-94543) filed with the Securities and Exchange Commission
on January 12, 2000 are incorporated herein by reference.
ITEM 8. EXHIBITS.
*4.1 - Long-Term Incentive Plan of Transocean Sedco Forex Inc., as
amended and restated effective January 1, 2000 (incorporated by
reference to Exhibit 10.7 to the registrants's Form 10-K for the
year ended December 31, 1999)
*4.2 - First Amendment to the Amended and Restated Long-Term Incentive
Plan of Transocean Sedco Forex Inc., as amended and restated
effective January 1, 2000 (incorporated by reference to Exhibit
10.9 to the registrants's Form 10-K for the year ended December 31,
1999)
4.3 - Second Amendment to the Amended and Restated Long-Term Incentive
Plan of Transocean Sedco Forex Inc., as amended and restated
effective May 11, 2001
5.1 - Opinion of Walkers, regarding the legality of securities to be
issued by Transocean Sedco Forex Inc.
23.1 - Consent of PricewaterhouseCoopers LLP
23.2 - Consent of Ernst & Young LLP
23.3 - Consent of Arthur Andersen LLP
23.4 - Consent of Walkers (contained in Exhibit 5.1)
24.1 - Powers of Attorney
* Incorporated herein by reference as indicated.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on December 18, 2001.
TRANSOCEAN SEDCO FOREX INC.
By: /s/ J. Michael Talbert
-------------------------
J. Michael Talbert
Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AND ON DECEMBER 13, 2001.
Signature Title
- ----------------------------- -------------------------------------------
* Chairman of the Board of Directors
- -----------------------------
Victor E. Grijalva
/s/ J. Michael Talbert Chief Executive Officer and Director
- ----------------------------- (Principal Executive Officer)
J. Michael Talbert
/s/ Gregory Cauthen Vice President, Chief Financial Officer
- ----------------------------- and Treasurer (Principal Financial Officer)
Gregory Cauthen
/s/ Ricardo Rosa Vice President and Controller
- ----------------------------- (Principal Accounting Officer)
Ricardo Rosa
* Director
- -----------------------------
Richard D. Kinder
* Director
- -----------------------------
Ronald L. Kuehn, Jr.
* Director
- -----------------------------
Arthur Lindenauer
* Director
- -----------------------------
Paul B. Loyd, Jr.
* Director
- -----------------------------
Martin B. McNamara
* Director
- -----------------------------
Roberto Monti
* Director
- -----------------------------
Richard A. Pattarozzi
* Director
- -----------------------------
Alain Roger
* Director
- -----------------------------
Kristian Siem
* Director
- -----------------------------
Ian C. Strachan
* By:/s/ William E. Turcotte
- -----------------------------
William E. Turcotte
(Attorney-in-Fact)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ------------ -----------
*4.1 - Long-Term Incentive Plan of Transocean Sedco Forex Inc., as
amended and restated effective January 1, 2000 (incorporated by
reference to Exhibit 10.7 to the registrants's Form 10-K for the
year ended December 31, 1999)
*4.2 - First Amendment to the Amended and Restated Long-Term Incentive
Plan of Transocean Sedco Forex Inc., as amended and restated
effective January 1, 2000 (incorporated by reference to Exhibit
10.9 to the registrants's Form 10-K for the year ended December 31,
1999)
4.3 - Second Amendment to the Amended and Restated Long-Term Incentive
Plan of Transocean Sedco Forex Inc., as amended and restated
effective May 11, 2001
5.1 - Opinion of Walkers, regarding the legality of securities to be
issued by Transocean Sedco Forex Inc.
23.1 - Consent of PricewaterhouseCoopers LLP
23.2 - Consent of Ernst & Young LLP
23.3 - Consent of Arthur Andersen LLP
23.4 - Consent of Walkers (contained in Exhibit 5.1)
24.1 - Powers of Attorney
* Incorporated herein by reference as indicated.
EXHIBIT 4.3
LONG-TERM INCENTIVE PLAN
OF
TRANSOCEAN SEDCO FOREX INC.
(As Amended and Restated Effective January 1, 2000)
Second Amendment
----------------
Transocean Sedco Forex Inc., a Cayman Islands exempted company (the
"Company"), having reserved the right under Section 6.3(a) of the Long-Term
Incentive Plan of Transocean Sedco Forex Inc., as amended and restated effective
January 1, 2000, and as thereafter amended (the "Plan"), to amend the Plan, does
hereby amend Article IV of the Plan, effective as of May 11, 2001, as follows:
1. Section 4.1 of the Plan is hereby amended in its entirety to
read as follows:
"4.1 GRANT OF OPTIONS OR FREESTANDING SARS
Each person who becomes an Eligible Director (other than a person
who first becomes an Eligible Director on the date of an annual
meeting of the Company's shareholders) shall be granted, effective as
of the date such person becomes an Eligible Director, (i) an Option to
purchase 4,000 Ordinary Shares (the "Initial Option"), if such person
is not then residing in Norway, or (ii) a freestanding SAR with
respect to 4,000 Ordinary Shares (the "Initial SAR"), if such person
is then residing in Norway. Each person who is or becomes an Eligible
Director on the date of an annual meeting of the Company's
shareholders and whose service on the Board of Directors will continue
after such meeting shall be granted, effective as of the date of such
meeting, (i) an Option to purchase 6,000 Ordinary Shares (the "Annual
Option"), if such person is not then residing in Norway, or (ii) a
freestanding SAR with respect to 6,000 Ordinary Shares (the "Annual
SAR"), if such person is then residing in Norway."
2. The first sentence in Section 4.2(c) of the Plan is hereby
amended in its entirety to read as follows:
"Subject to Section 4.2(g) and the remainder of this paragraph, the
Annual Option shall become exercisable in installments as follows: (1)
a total of 2,000 Ordinary Shares may be purchased through exercise of
the Annual Option on or after the first anniversary of the date of
grant; (2) a total of 4,000 Ordinary Shares may be purchased through
exercise of the Annual Option on or after the second anniversary of
the date of grant; and (3) a total of 6,000 Ordinary Shares may be
purchased through exercise of the Annual Option on or after the third
anniversary of the date of grant."
3. Section 4.2(c) of the Plan is hereby amended by adding the
following new sentence before the first sentence in Section 4.2(c):
"Subject to Section 4.2(g) and the remainder of this paragraph, the
Initial Option shall become exercisable in installments as follows:
(1) a total of 1,333 Ordinary Shares may be purchased through exercise
of the Initial Option on or after the first anniversary of the date of
grant; (2) a total of 2,666 Ordinary Shares may be purchased through
exercise of the Initial Option on or after the second anniversary of
the date of grant; and (3) a total of 4,000 Ordinary Shares may be
purchased through exercise of the Initial Option on or after the third
anniversary of the date of grant."
4. The first sentence in Section 4.3(c) of the Plan is hereby
amended in its entirety to read as follows:
"Subject to Section 4.3(f) and the remainder of this paragraph, the
Annual SAR shall become exercisable in installments as follows: (1)
the Annual SAR shall be exercisable with respect to a total of
2,000 Ordinary Shares on or after the first anniversary of the date
of grant; (2) the Annual SAR shall be exercisable with respect to a
total of 4,000 Ordinary Shares on or after the second anniversary
of the date of grant; and (3) the Annual SAR shall be exercisable
with respect to a total of 6,000 Ordinary Shares on or after the
third anniversary of the date of grant."
5. Section 4.3(c) of the Plan is hereby amended by adding the
following new sentence before the first sentence in Section 4.3(c):
"Subject to Section 4.3(f) and the remainder of this paragraph, the
Initial SAR shall become exercisable in installments as follows: (1)
the Initial SAR shall be exercisable with respect to a total of 1,333
Ordinary Shares on or after the first anniversary of the date of
grant; (2) the Initial SAR shall be exercisable with respect to a
total of 2,666 Ordinary Shares on or after the second anniversary of
the date of grant; and (3) the Initial SAR shall be exercisable with
respect to a total of 4,000 Ordinary Shares on or after the third
anniversary of the date of grant."
IN WITNESS WHEREOF, this Second Amendment has been executed effective as of
May 11, 2001.
TRANSOCEAN SEDCO FOREX INC.
By: /s/ Eric B. Brown
---------------------------------
Eric B. Brown
Corporate Secretary
EXHIBIT 5.1
WALKERS
Attorneys-at-Law
P.O. Box 265GT, Walker House,
Grand Cayman, Cayman Islands
Tel. (345) 949-0100 Fax: (345) 949-7886
Email: info@walkers.com.ky
December 19, 2001
Transocean Sedco Forex Inc.
4 Greenway Plaza
Houston
Texas 77045
United States of America
Gentlemen,
VALIDITY OF ISSUE OF ORDINARY SHARES OF TRANSOCEAN SEDCO FOREX INC., A CAYMAN
ISLANDS EXEMPTED COMPANY.
We have acted as special Cayman Islands counsel to Transocean Sedco Forex Inc.,
a Cayman Islands exempted company ("TRANSOCEAN"), in connection with a
reservation of Transocean ordinary shares, of a par or nominal value of US$0.01
per share ("ORDINARY SHARES"), to be issued under the terms of its Long-Term
Incentive Plan (the "LTIP") and its Employee Stock Purchase Plan (the "ESPP").
Under the amendment to the LTIP, Transocean reserved an additional 6,200,000
Ordinary Shares for issuance. Under the amendment to the ESPP, Transocean
reserved an additional 750,000 Ordinary Shares for issuance.
We have been asked to provide this legal opinion to you in connection with
Transocean's filing of Registration Statements on Form S-8, pursuant to the
Securities Act of 1933, as amended, to register the additional shares issuable
under the LTIP and the ESPP.
For the purposes of giving this opinion, we have examined the documents listed
in Schedule 1.
In giving this opinion, we have relied upon the assumptions set out in Schedule
2 hereto, which we have not independently verified.
We are Attorneys-at-Law in the Cayman Islands and express no opinion as to any
laws other than the laws of the Cayman Islands in force and as interpreted at
the date hereof.
Based upon the foregoing examinations and assumptions and upon such searches as
we have conducted and having regard to legal considerations which we deem
relevant, we are of the opinion that under the laws of the Cayman Islands:
When issued and sold pursuant to the provisions of the LTIP and the ESPP, as
applicable, the Ordinary Shares will be recognized as having been duly
authorised, and validly issued, fully paid and non-assessable.
This opinion is limited to the matters referred to herein and shall not be
construed as extending to any other matter or document not referred to herein.
This opinion is governed by and shall be construed in accordance with the laws
of the Cayman Islands.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statements on Form S-8 that are referred to herein. In giving this
consent we do not admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the SEC thereunder.
Yours faithfully,
/s/ WALKERS
- -----------------------------
WALKERS
SCHEDULE 1
LIST OF DOCUMENTS EXAMINED
1. The Memorandum and Articles of Association of Transocean.
2. The Resolutions adopted by the Board of Directors of Transocean pursuant to
their meeting of December 13, 2001.
3. Such other documents as we have considered necessary for the purposes of
rendering this opinion.
The document at paragraph 2 above is referred to in this opinion as the
"RESOLUTION".
SCHEDULE 2
ASSUMPTIONS
The opinions hereinbefore given are based upon the following assumptions insofar
as each such assumption may relate to the opinions given:
1. All original documents are authentic, that all signatures and seals are
genuine, that all documents purporting to be sealed have been so sealed and
that all copies conform to their originals.
2. The Minute Book of Transocean supplied to us on 18 December, 2001 by
Transocean contain a complete record of the business transacted by it.
3. The corporate records of Transocean supplied to us on 18 December, 2001 by
Transocean constitute its complete corporate records and that all matters
required by law to be recorded therein are so recorded.
4. From the date of the Resolution, no corporate or other action has been
taken by Transocean to amend, alter or repeal the Resolution.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 6, 1999 relating to the
financial statements, which appears in the 2000 Annual Report to Shareholders of
which is incorporated by reference in Transocean Sedco Forex's Annual Report on
Form 10-K for the year ended December 31, 2000.
/s/ PricewaterhouseCoopers LLP
New York, New York
December 17, 2001
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Employee Stock Purchase Plan of Transocean Sedco Forex
Inc. of our report dated January 25, 2001, with respect to the consolidated
balance sheets as of December 31, 2000 and 1999, and the related consolidated
statements of operations, equity and cash flows for the year ended December 31,
2000, and the related combined statements of operations, equity and cash flows
for the year ended December 31, 1999 (and the related financial statement
schedule) of Transocean Sedco Forex Inc. and Subsidiaries included in its Annual
Report (Form 10-K) for the year ended December 31, 2000, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
Houston, Texas
December 17, 2001
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8 of our report dated
February 23, 2001 included in R&B Falcon Corporation's Form 10-K for the year
ended December 31, 2000 and to all references to our Firm included in this
registration statement.
/s/ Arthur Andersen LLP
Houston, Texas
December 17, 2001
EXHIBIT 24.1
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands exempted
company (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder, (i) a registration statement on Form S-8 for the
registration of 6,200,000 additional ordinary shares issuable under the
Company's Long-Term Incentive Plan, and (ii) a registration statement on Form
S-8 for the registration of 750,000 additional ordinary shares issuable under
the Company's Employee Stock Purchase Plan, together with any and all exhibits,
documents and other instruments and documents necessary, advisable or
appropriate in connection therewith, including any amendments thereto (the "Form
S-8").
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo
Rosa and Brenda S. Masters, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Form S-8 and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys shall
deem necessary, appropriate or advisable in connection therewith, and to file
the same with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done
in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 13th day of December, 2001.
By: /s/ Victor E. Grijalva
----------------------------
Name: Victor E. Grijalva
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands exempted
company (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder, (i) a registration statement on Form S-8 for the
registration of 6,200,000 additional ordinary shares issuable under the
Company's Long-Term Incentive Plan, and (ii) a registration statement on Form
S-8 for the registration of 750,000 additional ordinary shares issuable under
the Company's Employee Stock Purchase Plan, together with any and all exhibits,
documents and other instruments and documents necessary, advisable or
appropriate in connection therewith, including any amendments thereto (the "Form
S-8").
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo
Rosa and Brenda S. Masters, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Form S-8 and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys shall
deem necessary, appropriate or advisable in connection therewith, and to file
the same with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done
in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 13th day of December, 2001.
By: /s/ Ronald L. Kuehn, Jr.
-------------------------------
Name: Ronald L. Kuehn, Jr.
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands exempted
company (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder, (i) a registration statement on Form S-8 for the
registration of 6,200,000 additional ordinary shares issuable under the
Company's Long-Term Incentive Plan, and (ii) a registration statement on Form
S-8 for the registration of 750,000 additional ordinary shares issuable under
the Company's Employee Stock Purchase Plan, together with any and all exhibits,
documents and other instruments and documents necessary, advisable or
appropriate in connection therewith, including any amendments thereto (the "Form
S-8").
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo
Rosa and Brenda S. Masters, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Form S-8 and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys shall
deem necessary, appropriate or advisable in connection therewith, and to file
the same with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done
in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 18th day of December, 2001.
By: /s/ Richard D. Kinder
---------------------------
Name: Richard D. Kinder
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands exempted
company (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder, (i) a registration statement on Form S-8 for the
registration of 6,200,000 additional ordinary shares issuable under the
Company's Long-Term Incentive Plan, and (ii) a registration statement on Form
S-8 for the registration of 750,000 additional ordinary shares issuable under
the Company's Employee Stock Purchase Plan, together with any and all exhibits,
documents and other instruments and documents necessary, advisable or
appropriate in connection therewith, including any amendments thereto (the "Form
S-8").
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo
Rosa and Brenda S. Masters, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Form S-8 and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys shall
deem necessary, appropriate or advisable in connection therewith, and to file
the same with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done
in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 13th day of December, 2001.
By: /s/ Ronald L. Kuehn, Jr.
---------------------------
Name: Ronald L. Kuehn, Jr.
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands exempted
company (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder, (i) a registration statement on Form S-8 for the
registration of 6,200,000 additional ordinary shares issuable under the
Company's Long-Term Incentive Plan, and (ii) a registration statement on Form
S-8 for the registration of 750,000 additional ordinary shares issuable under
the Company's Employee Stock Purchase Plan, together with any and all exhibits,
documents and other instruments and documents necessary, advisable or
appropriate in connection therewith, including any amendments thereto (the "Form
S-8").
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo
Rosa and Brenda S. Masters, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Form S-8 and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys shall
deem necessary, appropriate or advisable in connection therewith, and to file
the same with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done
in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 13th day of December, 2001.
By: /s/ Arthur Lindenauer
--------------------------
Name: Arthur Lindenauer
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands exempted
company (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder, (i) a registration statement on Form S-8 for the
registration of 6,200,000 additional ordinary shares issuable under the
Company's Long-Term Incentive Plan, and (ii) a registration statement on Form
S-8 for the registration of 750,000 additional ordinary shares issuable under
the Company's Employee Stock Purchase Plan, together with any and all exhibits,
documents and other instruments and documents necessary, advisable or
appropriate in connection therewith, including any amendments thereto (the "Form
S-8").
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo
Rosa and Brenda S. Masters, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Form S-8 and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys shall
deem necessary, appropriate or advisable in connection therewith, and to file
the same with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done
in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 13th day of December, 2001.
By: /s/ Paul B. Loyd, Jr.
----------------------------
Name: Paul B. Loyd, Jr.
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands exempted
company (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder, (i) a registration statement on Form S-8 for the
registration of 6,200,000 additional ordinary shares issuable under the
Company's Long-Term Incentive Plan, and (ii) a registration statement on Form
S-8 for the registration of 750,000 additional ordinary shares issuable under
the Company's Employee Stock Purchase Plan, together with any and all exhibits,
documents and other instruments and documents necessary, advisable or
appropriate in connection therewith, including any amendments thereto (the "Form
S-8").
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo
Rosa and Brenda S. Masters, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Form S-8 and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys shall
deem necessary, appropriate or advisable in connection therewith, and to file
the same with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done
in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 13th day of December, 2001.
By: /s/ Martin B. McNamara
----------------------------
Name: Martin B. McNamara
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands exempted
company (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder, (i) a registration statement on Form S-8 for the
registration of 6,200,000 additional ordinary shares issuable under the
Company's Long-Term Incentive Plan, and (ii) a registration statement on Form
S-8 for the registration of 750,000 additional ordinary shares issuable under
the Company's Employee Stock Purchase Plan, together with any and all exhibits,
documents and other instruments and documents necessary, advisable or
appropriate in connection therewith, including any amendments thereto (the "Form
S-8").
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo
Rosa and Brenda S. Masters, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Form S-8 and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys shall
deem necessary, appropriate or advisable in connection therewith, and to file
the same with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done
in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 13th day of December, 2001.
By: /s/ Roberto L. Monti
--------------------------
Name: Roberto L. Monti
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands exempted
company (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder, (i) a registration statement on Form S-8 for the
registration of 6,200,000 additional ordinary shares issuable under the
Company's Long-Term Incentive Plan, and (ii) a registration statement on Form
S-8 for the registration of 750,000 additional ordinary shares issuable under
the Company's Employee Stock Purchase Plan, together with any and all exhibits,
documents and other instruments and documents necessary, advisable or
appropriate in connection therewith, including any amendments thereto (the "Form
S-8").
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo
Rosa and Brenda S. Masters, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Form S-8 and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys shall
deem necessary, appropriate or advisable in connection therewith, and to file
the same with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done
in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 13th day of December, 2001.
By: /s/ Richard A. Pattarozzi
----------------------------
Name: Richard A. Pattarozzi
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands exempted
company (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder, (i) a registration statement on Form S-8 for the
registration of 6,200,000 additional ordinary shares issuable under the
Company's Long-Term Incentive Plan, and (ii) a registration statement on Form
S-8 for the registration of 750,000 additional ordinary shares issuable under
the Company's Employee Stock Purchase Plan, together with any and all exhibits,
documents and other instruments and documents necessary, advisable or
appropriate in connection therewith, including any amendments thereto (the "Form
S-8").
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo
Rosa and Brenda S. Masters, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Form S-8 and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys shall
deem necessary, appropriate or advisable in connection therewith, and to file
the same with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done
in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 13th day of December, 2001.
By: /s/ Alain Roger
--------------------
Name: Alain Roger
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands exempted
company (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder, (i) a registration statement on Form S-8 for the
registration of 6,200,000 additional ordinary shares issuable under the
Company's Long-Term Incentive Plan, and (ii) a registration statement on Form
S-8 for the registration of 750,000 additional ordinary shares issuable under
the Company's Employee Stock Purchase Plan, together with any and all exhibits,
documents and other instruments and documents necessary, advisable or
appropriate in connection therewith, including any amendments thereto (the "Form
S-8").
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo
Rosa and Brenda S. Masters, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Form S-8 and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys shall
deem necessary, appropriate or advisable in connection therewith, and to file
the same with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done
in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 13th day of December, 2001.
By: /s/ Kristian Siem
----------------------
Name: Kristian Siem
TRANSOCEAN SEDCO FOREX INC.
POWER OF ATTORNEY
WHEREAS, TRANSOCEAN SEDCO FOREX INC., a Cayman Islands exempted
company (the "Company"), intends to file with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Securities Act"), and the rules and regulations of the Commission
promulgated thereunder, (i) a registration statement on Form S-8 for the
registration of 6,200,000 additional ordinary shares issuable under the
Company's Long-Term Incentive Plan, and (ii) a registration statement on Form
S-8 for the registration of 750,000 additional ordinary shares issuable under
the Company's Employee Stock Purchase Plan, together with any and all exhibits,
documents and other instruments and documents necessary, advisable or
appropriate in connection therewith, including any amendments thereto (the "Form
S-8").
NOW, THEREFORE, the undersigned, in his capacity as a director or
officer or both, as the case may be, of the Company, does hereby appoint J.
Michael Talbert, Robert L. Long, Eric B. Brown, William E. Turcotte, Ricardo
Rosa and Brenda S. Masters, and each of them severally, his true and lawful
attorney or attorneys with power to act with or without the other, and with full
power of substitution and resubstitution, to execute in his name, place and
stead, in his capacity as director, officer or both, as the case may be, of the
Company, the Form S-8 and any and all amendments thereto, including any and all
exhibits and other instruments and documents said attorney or attorneys shall
deem necessary, appropriate or advisable in connection therewith, and to file
the same with the Commission and to appear before the Commission in connection
with any matter relating thereto. Each of said attorneys shall have full power
and authority to do and perform in the name and on behalf of the undersigned, in
any and all capacities, every act whatsoever necessary or desirable to be done
in the premises, as fully and to all intents and purposes as the undersigned
might or could do in person, the undersigned hereby ratifying and approving the
acts that said attorneys and each of them, or their or his substitutes or
substitute, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has executed this power of
attorney as of the 13th day of December, 2001.
By: /s/ Ian C. Strachan
-------------------------
Name: Ian C. Strachan