UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 14, 2002
ENSCO INTERNATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 1-8097 76-0232579
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2700 FOUNTAIN PLACE
1445 ROSS AVENUE
DALLAS, TEXAS 75202-2792
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 922-1500
Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On May 14, 2002, ENSCO International Incorporated, a Delaware
corporation ("ENSCO"), Chore Acquisition, Inc., a Delaware corporation and
wholly-owned subsidiary of ENSCO ("Merger Sub"), and Chiles Offshore Inc., a
Delaware corporation ("Chiles"), entered into a Merger Agreement (the "Merger
Agreement"). Pursuant to the Merger Agreement, Chiles will be merged with and
into Merger Sub, with Merger Sub surviving as a wholly-owned subsidiary of
ENSCO. The completion of the merger is subject to several conditions, including
the adoption of the Merger Agreement by holders of two-thirds of the outstanding
shares of Chiles common stock and the expiration or termination of the
applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended.
In connection with the merger, each outstanding share of Chiles common
stock, other than dissenting shares and shares held by ENSCO, Merger Sub or
Chiles, if any, will be converted into the right to receive 0.6575 of a share of
ENSCO common stock and $5.25 in cash. The merger is intended to qualify as a
tax-free reorganization under Section 368(a) of the Internal Revenue Code of
1986, as amended.
In connection with the Merger Agreement, ENSCO entered into separate
Voting Agreements dated May 14, 2002, with (i) Patricio Morphy, Luis Morphy and
Javier Morphy (collectively, "Morphy Group") and (ii) SEACOR SMIT Inc., a
Delaware corporation ("SEACOR"). The Morphy Group and SEACOR, collectively,
beneficially own approximately 37% of the outstanding shares of Chiles common
stock. Pursuant to the Voting Agreements, each member of the Morphy Group and
SEACOR has agreed to vote in favor of adoption of the Merger Agreement and
granted to ENSCO an irrevocable proxy to vote its shares of Chiles in favor of
adoption of the Merger Agreement and the transactions contemplated by the Merger
Agreement.
The foregoing description of the merger, the Merger Agreement, the
Voting Agreements and related transactions is qualified in its entirety by
reference to the Merger Agreement, each of the Voting Agreements and the joint
press release dated May 15, 2002 issued by ENSCO and Chiles, attached as
Exhibits 2.1, 99.1, 99.2, 99.3, 99.4 and 99.5, respectively, and incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
2.1 Merger Agreement, dated May 14, 2002, among ENSCO
International Incorporated, Chore Acquisition, Inc. and Chiles
Offshore Inc.
99.1 Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and Luis Morphy.
99.2 Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and Javier Morphy.
99.3 Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and Patricio Morphy.
99.4 Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and SEACOR SMIT Inc.
99.5 Joint Press Release of ENSCO International Incorporated and
Chiles Offshore Inc., dated May 15, 2002.
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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.
ENSCO INTERNATIONAL INCORPORATED
Date: May 15, 2002 By: /s/ H. E. MALONE
--- ------------------------------------
Name: H. E. Malone
Title: Vice President
Date: May 15, 2002 By: /s/ DAVID A. ARMOUR
--- ------------------------------------
Name: David A. Armour
Title: Controller
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Merger Agreement, dated May 14, 2002, among ENSCO
International Incorporated, Chore Acquisition, Inc. and Chiles
Offshore Inc.
99.1 Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and Luis Morphy.
99.2 Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and Javier Morphy.
99.3 Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and Patricio Morphy.
99.4 Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and SEACOR SMIT Inc.
99.5 Joint Press Release of ENSCO International Incorporated and
Chiles Offshore Inc., dated May 15, 2002.