Transocean Inc. 8-K 07-13-2005
UNITED
STATES
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): July 13, 2005
TRANSOCEAN
INC.
(Exact
name of registrant as specified in its charter)
Cayman
Islands
|
333-75899
|
66-0582307
|
|
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
No.)
|
4
Greenway Plaza
Houston,
Texas 77046
(Address
of principal executive offices and zip code)
Registrant’s
telephone number, including area code: (713)
232-7500
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
ITEM
1.01
|
ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT.
|
Annual
Base Salaries
On
July
13, 2005, the Executive Compensation Committee (“Committee”) of Transocean Inc.
(together with its subsidiaries, unless the context requires otherwise,
“Transocean,”“we,”“us” or “our”) approved the following annual base salaries to
be effective July 15, 2005 for our named executive officers:
Name
and Position
|
|
2005
Annual
Base
Salary
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Robert
L. Long
|
President
and Chief Executive Officer
|
|
$750,000
|
|
|
|
|
Jean
P. Cahuzac
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Executive
Vice President and Chief Operating Officer
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$435,000
|
|
|
|
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Gregory
L. Cauthen
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Senior
Vice President and Chief Financial Officer
|
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$360,000
|
|
|
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Eric
B. Brown
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Senior
Vice President, General Counsel and Corporate Secretary
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$315,000
|
|
|
|
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Barbara
S. Wood (1)
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Vice
President and Chief Information Officer
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$225,000
|
|
|
|
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J.
Michael Talbert (2)
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Former
Executive Chairman of the Board and current Non-Executive Chairman
of the
Board
|
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N/A
|
_______________
(1)
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Mrs.
Wood is no longer one of our executive
officers.
|
(2)
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Mr.
Talbert was our executive Chairman of the board of directors until
his
retirement in October 2004. After his retirement, he became our
non-executive chairman.
|
Executive
Change of Control Severance Benefit Policy
The
board
of directors and the executive compensation committee have, over a considerable
period of time, analyzed the merits of a change of control severance policy
for
our senior executives. After careful consideration, the board concluded that
it
was in the best interest of shareholders to establish a policy applicable to
a
limited number of senior executives.
Effective
as of July 15, 2005, the board established an executive change of control
severance benefit policy for executives who are designated by the board. The
policy provides for severance benefits to designated executives who, within
24
months after a change of control (as defined by the policy) are terminated
for
other than cause (as defined in the policy) or who leave the Company for good
reason (also as defined in the policy) (with either such termination of
employment referred to herein as a “Qualifying Employment Termination”). The
board designated Robert L. Long, President and Chief Executive Officer, Jean
P.
Cahuzac, Executive Vice President and Chief Operating Officer, Eric B. Brown,
Senior Vice President, General Counsel and Corporate Secretary, and Gregory
L.
Cauthen, Senior Vice President and Chief Financial Officer, as being eligible
to
receive benefits under the policy.
Under
the
policy, a designated executive who is subject to a Qualifying Employment
Termination will be entitled to the following:
|
·
|
a
cash payment for his base salary up to the date of
termination;
|
|
·
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a
cash payment of a pro rata share of his bonus opportunity up to the
date
of termination at the then projected year-end rate of payout, in
an
amount, if any, determined by the Executive Compensation Committee
in its
sole discretion;
|
|
·
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a
cash severance payment equal to 2.99 times the sum of (a) the base
salary
of the executive calculated using the higher of the annual base salary
in
effect at the time of termination of employment or that in effect
on the
date of the change of control and (b) any target bonus at the 100%
level
for which the executive is eligible for the fiscal year in which
termination occurs;
|
|
·
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certain
outplacement services not to exceed a cost to us of 5% of the base
annual
salary of the executive used to determine the severance payment described
in the bullet above; and
|
|
·
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certain
gross-up payments for any applicable excise tax such that the net
amount
received would be the same as without the application of the excise
tax,
subject to specified limits described in the
policy.
|
A
designated executive who is subject to a Qualifying Employment Termination
will
also be deemed to have been terminated for our convenience for purposes of
any
awards under our long-term incentive plan. Currently, our performance-based
option awards and our contingent restricted ordinary share awards provide that
a
holder of an award who is terminated for our convenience before the end of
a
performance period will be granted a pro rata share of the total potential
award
to the date of termination. Any such executive will further be assumed to have
3
additional years of age and service credits for the purposes of our supplemental
retirement plan.
Under
the
policy, a change in control shall be deemed to have occurred in the event any
of
the following occurs:
(1) a
person
or entity becomes the “beneficial owner,” as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, directly or indirectly, of 20% or more of
the
combined voting power of our outstanding securities, excluding any person or
entity that becomes a beneficial owner in accordance with clause (A) of
paragraph (3) below,
(2) our
continuing directors (including directors serving on July 15, 2005 and any
new
directors whose appointment or election to our board if directors or nomination
for election by our shareholders was approved or recommended by a vote of at
least two-thirds of the continuing directors then serving, other than a new
director who assumed office in connection with an actual or threatened election
contest) cease to constitute at least a majority of our board of
directors,
(3) the
consummation of a scheme of arrangement, merger or consolidation of us or any
direct or indirect subsidiary of ours with any other corporation, other than,
(A) a scheme of arrangement, merger or consolidation resulting in our voting
securities outstanding immediately prior to such scheme of arrangement, merger
or consolidation continuing to represent, in combination with the ownership
of
any trustee or other fiduciary under our employee benefit plans, at least 65%
of
the combined voting securities of our company or a surviving entity or (B)
a
scheme of arrangement, merger or consolidation effected to implement a
recapitalization or similar transaction involving us, in which no person or
entity is or becomes the beneficial owner, directly or indirectly, of 20% or
more of the combined voting power of our outstanding securities (not including
any securities acquired directly from us other than in connection with our
acquisition of a business), or
(4) our
shareholders approve a plan of liquidation or dissolution, or an agreement
for
the sale of substantially all of our assets is consummated, other than a sale
of
substantially all of our assets to an entity of which at least 65% of the
combined voting power of its voting securities is owned by our shareholders
in
substantially the same proportion as their ownership of our company immediately
prior to such sale.
ITEM
9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS.
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Exhibit
Number
|
|
Description
|
10.1
|
|
Executive
Change of Control Severance Benefit Policy of Transocean Inc. Effective
July 15, 2005
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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 thereunto
duly authorized.
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TRANSOCEAN
INC. |
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Date:
July 19, 2005
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By:
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/s/ William E. Turcotte
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Name:
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William
E. Turcotte
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|
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Title:
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Associate
General Counsel
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INDEX
TO
EXHIBITS
Exhibit
Number
|
Description
|
10.1
|
Executive
Change of Control Severance Benefit Policy of Transocean Inc. Effective
July 15, 2005
|
7