o | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing registration statement number, or the Form or Schedule and the date of its filing. | |||
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. | |||
Check the appropriate boxes below to designate any transactions to which the statement relates: | ||||
o | third-party tender offer subject to Rule 14d-1. | |||
þ | issuer tender offer subject to Rule 13e-4. | |||
o | going-private transaction subject to Rule 13e-3. | |||
o | amendment to Schedule 13D under Rule 13d-2. | |||
Check the following box if the filing is a final amendment reporting the results of the tender offer: o |
ITEM 12. Exhibits | ||||||||
SIGNATURE | ||||||||
INDEX TO EXHIBITS | ||||||||
Company Notice to Holders of Transocean Inc. 1.5% Convertible Debentures due May 15, 2021 | ||||||||
Form of Repurchase Notice |
(a)(1)(A)
|
¾ | Company Notice to Holders of Transocean Inc. 1.5% Convertible Debentures due May 15, 2021, dated April 17, 2006. | ||
(a)(1)(B)
|
¾ | Form of Repurchase Notice. | ||
(a)(1)(C)*
|
¾ | Form of Notice of Withdrawal. | ||
(a)(1)(D)*
|
¾ | Substitute Form W-9. | ||
(a)(1)(E)*
|
¾ | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | ||
(a)(5)(A)*
|
¾ | Company Press Release dated April 17, 2006. | ||
(b)
|
¾ | Not applicable. | ||
(d)(1)
|
¾ | Indenture, dated as of April 15, 1997, between Transocean Inc. (formerly named Transocean Sedco Forex Inc.) and The Bank of New York Trust Company, N.A. (as successor trustee to Chase Bank of Texas, National Association), as trustee (incorporated by reference to Exhibit 4.1 to Transoceans Current Report on Form 8-K dated April 29, 1997). | ||
(d)(2)
|
¾ | First Supplemental Indenture, dated as of April 15, 1997, between Transocean and the Trustee (incorporated by reference to Exhibit 4.2 to Transoceans Current Report on Form 8-K dated April 29, 1997). | ||
(d)(3)
|
¾ | Second Supplemental Indenture, dated as of May 14, 1999, between Transocean and the Trustee (incorporated by reference to Exhibit 4.5 to Transoceans Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-59001-99)). | ||
(d)(4)
|
¾ | Third Supplemental Indenture, dated as of May 24, 2000, between Transocean and the Trustee (incorporated by reference to Exhibit 4.1 to Transoceans Current Report on Form 8-K dated May 24, 2000). | ||
(d)(5)
|
¾ | Fourth Supplemental Indenture dated as of May 11, 2001 between Transocean and the Trustee (incorporated by reference to Exhibit 4.1 to Transoceans Current Report on Form 8-K dated May 11, 2001). | ||
(g)
|
¾ | Not applicable. | ||
(h)
|
¾ | Not applicable. |
* | Previously filed as an exhibit to the Schedule TO-I filed on April 17, 2006. |
TRANSOCEAN INC. |
||||
By: | /s/ Gregory L. Cauthen | |||
Gregory L. Cauthen | ||||
Senior Vice President and Chief Financial Officer | ||||
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(a)(1)(A)
|
¾ | Company Notice to Holders of Transocean Inc. 1.5% Convertible Debentures due May 15, 2021, dated April 17, 2006. | ||
(a)(1)(B)
|
¾ | Form of Repurchase Notice. | ||
(a)(1)(C)*
|
¾ | Form of Notice of Withdrawal. | ||
(a)(1)(D)*
|
¾ | Substitute Form W-9. | ||
(a)(1)(E)*
|
¾ | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. | ||
(a)(5)(A)*
|
¾ | Company Press Release dated April 17, 2006. | ||
(b)
|
¾ | Not applicable. | ||
(d)(1)
|
¾ | Indenture, dated as of April 15, 1997, between Transocean Inc. (formerly named Transocean Sedco Forex Inc.) and The Bank of New York Trust Company, N.A. (as successor trustee to Chase Bank of Texas, National Association), as trustee (incorporated by reference to Exhibit 4.1 to Transoceans Current Report on Form 8-K dated April 29, 1997). | ||
(d)(2)
|
¾ | First Supplemental Indenture, dated as of April 15, 1997, between Transocean and the Trustee (incorporated by reference to Exhibit 4.2 to Transoceans Current Report on Form 8-K dated April 29, 1997). | ||
(d)(3)
|
¾ | Second Supplemental Indenture, dated as of May 14, 1999, between Transocean and the Trustee (incorporated by reference to Exhibit 4.5 to Transoceans Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (Registration No. 333-59001-99)). | ||
(d)(4)
|
¾ | Third Supplemental Indenture, dated as of May 24, 2000, between Transocean and the Trustee (incorporated by reference to Exhibit 4.1 to Transoceans Current Report on Form 8-K dated May 24, 2000). | ||
(d)(5)
|
¾ | Fourth Supplemental Indenture dated as of May 11, 2001 between Transocean and the Trustee (incorporated by reference to Exhibit 4.1 to Transoceans Current Report on Form 8-K dated May 11, 2001). | ||
(g)
|
¾ | Not applicable. | ||
(h)
|
¾ | Not applicable. |
* | Previously filed as an exhibit to the Schedule TO-I filed on April 17, 2006. |
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