UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. _________)*
CHILES OFFSHORE INC.
(Name of Issuer)
Common Stock, par value .01 per share
(Title of Class of Securities)
16888M 10 4
(CUSIP Number)
Cary A. Moomjian, Jr.
Vice President, General Counsel and Secretary
ENSCO International Incorporated
2700 Fountain Place
1445 Ross Avenue
Dallas, Texas 75202-2792
(214) 922-1500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
with a copy to:
Baker & McKenzie
Daniel W. Rabun
2300 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 978-3000
May 14, 2002
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP NO. 16888M 10 4
------------------------------------------------------------------------------------------------------------------------
1 Names of reporting persons.
ENSCO International Incorporated
I.R.S. Identification Nos. of above persons (entities only).
I.R.S. Identification No. 76-0232579
------------------------------------------------------------------------------------------------------------------------
2 Check the appropriate box if a member of a group (See Instructions) (a) __
(b) __
------------------------------------------------------------------------------------------------------------------------
3 SEC use only
------------------------------------------------------------------------------------------------------------------------
4 Source of funds (See Instructions) OO
------------------------------------------------------------------------------------------------------------------------
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) [ ]
------------------------------------------------------------------------------------------------------------------------
6 Citizenship or place of organization State of Delaware
------------------------------------------------------------------------------------------------------------------------
Number of 7 Sole voting power None
Shares
-----------------------------------------------------------------------------------------------
Beneficially 8 Shared voting power 7,511,071
Owned
-----------------------------------------------------------------------------------------------
By each 9 Sole dispositive power None
Reporting
-----------------------------------------------------------------------------------------------
Person 10 Shared dispositive power None
with
------------------------------------------------------------------------------------------------------------------------
11 Aggregate amount beneficially owned by each reporting person 7,511,071 *
------------------------------------------------------------------------------------------------------------------------
12 Check if the aggregate amount in row (11) excludes certain shares (See [ ]
Instructions)
------------------------------------------------------------------------------------------------------------------------
13 Percent of class represented by amount in row (11) 37.0%
------------------------------------------------------------------------------------------------------------------------
14 Type of reporting person (See Instructions) CO
------------------------------------------------------------------------------------------------------------------------
* Neither the filing of this statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by ENSCO International Incorporated
that it is the beneficial owner of any of the common stock referred to herein
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, or for any other purpose, and such beneficial ownership is expressly
disclaimed.
2
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (this "Statement") relates to the common
stock, par value $.01 per share, of Chiles Offshore Inc., a Delaware Corporation
("Chiles"). The principal executive offices of Chiles are located at 11200
Richmond Avenue, Suite 490, Houston, Texas 77082.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c), (f) The name of the corporation filing this Statement is ENSCO
International Incorporated, a Delaware corporation ("ENSCO"). The address of
ENSCO's principal business is 2700 Fountain Place, 1445 Ross Avenue, Dallas,
Texas 75202. ENSCO is an international offshore contract drilling company that
also provides marine transportation services. The name, citizenship, business
address and present principal occupation of each executive officer and director
of ENSCO is listed on Schedule A attached hereto.
(d) Neither ENSCO nor, to ENSCO's knowledge, any person named on Schedule A
attached hereto is required to disclose legal proceedings pursuant to Item 2(d).
(e) Neither ENSCO nor, to ENSCO's knowledge, any person named on Schedule A
attached hereto is required to disclose legal proceedings pursuant to Item 2(e).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As described in response to Item 4, the Shares (defined below) to which this
Statement relates have not been purchased by ENSCO. As an inducement for ENSCO
to enter into the Merger Agreement described in Item 4 and in consideration
thereof, certain stockholders of Chiles listed on Schedule B attached hereto
(the "Stockholders") entered into voting agreements dated as of May 14, 2002,
with respect to 7,511,071 shares (the "Shares") of Chiles common stock (the
"Voting Agreements"). Copies of the Voting Agreements are attached hereto as
Exhibits 2-5. ENSCO did not pay additional consideration to the Stockholders in
connection with the execution and delivery of the Voting Agreements, but in
conjunction with the execution of the SEACOR SMIT Inc. Voting Agreement, SEACOR
SMIT Inc. did agree to terminate certain related party contracts with Chiles as
of the effective time of the Merger as more particularly described in Section
2.6 of the Voting Agreement.
ITEM 4. PURPOSE OF TRANSACTION
(a)-(b) Pursuant to a Merger Agreement dated as of May 14, 2002 (the "Merger
Agreement"), by and among ENSCO, Chore Acquisition, Inc., a Delaware corporation
and wholly-owned subsidiary of ENSCO ("Merger Sub"), and Chiles, and subject to
the conditions set forth therein (including approval by 66 2/3% of the
stockholders of Chiles and the expiration or termination of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976),
Chiles will merge with and into Merger Sub (the "Merger"). Once the Merger is
consummated, Chiles will cease to exist as a corporation and all of the
business, assets, liabilities and obligations of Chiles will be merged into
Merger Sub with Merger Sub remaining as the
3
surviving corporation (the "Surviving Corporation").
As a result of the Merger, each outstanding share of Chiles common
stock, other than (i) shares held by ENSCO, Merger Sub or Chiles, if any, and
(ii) dissenting shares, if any, will be converted into the right to receive (a)
0.6575 of a share of ENSCO common stock (the "Common Stock Consideration") and
(b) $5.25 in cash (the "Cash Consideration" and together with the Common Stock
Consideration, the "Merger Consideration"). All such shares of Chiles common
stock will no longer be outstanding and will automatically be canceled and
retired and cease to exist, and each certificate previously representing any
such shares shall thereafter represent the right to receive the Merger
Consideration payable in respect of such shares of Chiles common stock. Each
share of the common stock of Merger Sub outstanding immediately prior to the
effective time of the Merger will remain outstanding as a share of common stock
of the Surviving Corporation.
To facilitate the consummation of the Merger, the Stockholders have, by
executing the Voting Agreements, and subject to the terms thereof, agreed to
vote the Shares beneficially owned by them as described below. Pursuant to the
Voting Agreements, the Stockholders have agreed, at any meeting of the
stockholders of Chiles and on every action or approval by written consent in
lieu of such a meeting, to vote (or cause to be voted) their shares (a) in favor
of approval of adoption of the Merger Agreement and each of the transactions
contemplated by the Merger Agreement (the "Contemplated Transactions"), and any
actions required in furtherance thereof and (b) against any action, agreement,
transaction or acquisition proposal that would result in a breach in any respect
of any covenant, representation or warranty or any other obligation or agreement
of Chiles contained in the Merger Agreement (or of Stockholders contained in the
Voting Agreements) or that might hinder, delay, impede or frustrate the Merger
or the Contemplated Transactions. The Stockholders retain the right to vote the
Shares in their discretion with respect to matters other than those identified
in the Voting Agreements. Under the Voting Agreements, the Stockholders may not
sell, transfer, assign, convey or otherwise dispose of any interest in or title
to any of the Shares except as provided in the Voting Agreements or by operation
of law pursuant to the Merger. The Voting Agreements terminate upon the earliest
to occur of (i) the effective time of the Merger, (ii) the termination of the
Merger Agreement for any reason whatsoever or (iii) written notice by ENSCO to
Stockholders of termination of the Voting Agreements. In the Voting Agreements,
the Stockholders have granted irrevocable proxies to Carl F. Thorne, Chairman
and Chief Executive Officer of ENSCO, and C. Christopher Gaut, Senior Vice
President and Chief Financial Officer of ENSCO ("Irrevocable Proxies"), to vote
the Shares as ENSCO, in its sole discretion, will deem proper, with respect to
the matters covered by the Voting Agreements. The purpose of the Voting
Agreements is to enable ENSCO and Chiles to consummate the Merger and the
Contemplated Transactions.
(c) Not applicable.
(d) Upon the consummation of the Merger, the directors and officers of Merger
Sub immediately prior to the effective time of the Merger will be the directors
and officers of the Surviving Corporation, until their respective successors are
duly elected or appointed and qualified. The current directors and officers of
Chiles, upon consummation of the Merger, will not be directors
4
and officers of the Surviving Corporation.
(e) Other than as a result of the Merger described in Item 4(a)-(b) above, not
applicable.
(f) Upon consummation of the Merger, Chiles will cease to exist as a separate
corporation.
(g) The Merger Agreement contains provisions that, among others, limit the
ability of Chiles to amend its certificate of incorporation, bylaws, or
instruments corresponding thereto. It also limits Chiles' ability to engage in a
transaction that would entail a change of control of Chiles during the pendency
of the Merger Agreement; more specifically, as described in Section 4.3 of the
Merger Agreement, a copy of which is attached to this Statement as Exhibit 1,
Chiles has agreed, with certain exceptions described in such Section 4.3, not to
directly or indirectly solicit, initiate, encourage, induce or facilitate the
making, submission or announcement of, any acquisition proposal or take any
action that could reasonably be expected to lead to an acquisition proposal
other than ENSCO's. Furthermore, Chiles has agreed to cease all existing
discussions as of the date of the Merger Agreement with any person with respect
to any acquisition proposal.
Additionally, as more specifically described in Section 2.3 of each
Voting Agreement, copies of which are attached to this Statement as Exhibits
2-5, the Stockholders have agreed, with certain exceptions described in such
Section 2.3, not to, solicit, initiate, encourage, induce or facilitate the
making, submission or announcement of, any acquisition proposal; furnish
information regarding Chiles and its subsidiaries in connection with or in
response to an acquisition proposal or inquiries with respect to such
acquisition proposal; engage in negotiations with respect to any acquisition
proposal; approve, endorse or recommend any acquisition proposal; enter into any
letter of intent or contract contemplating or otherwise relating to any
acquisition transaction; enter into any contract that could reasonably be
expected to materially facilitate or is designed to facilitate an acquisition
proposal or take any action that could reasonably be expected to lead to an
acquisition proposal. Furthermore, the Stockholders have agreed to cease all
existing discussions as of the date of the Merger Agreement with any person with
respect to any acquisition proposal.
(h)-(i) If the Merger is consummated as planned, the Chiles common stock will be
deregistered under the Securities Exchange Act of 1934, as amended, and delisted
from the American Stock Exchange.
(j) Other than as described above, ENSCO currently has no plans or proposals
which relate to, or may result in, any of the matters listed in Items 4(a)-(j)
of Schedule 13D (although ENSCO reserves the right to develop such plans).
References to, and descriptions of, the Merger, the Merger Agreement
and the Voting Agreements as set forth herein are qualified in their entirety by
reference to the copies of the Merger Agreement and the Voting Agreements
included as Exhibits to this Statement, and such agreements are incorporated
herein in their entirety where such references and descriptions appear.
5
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)-(b) As a result of the Voting Agreements, ENSCO may be deemed to be the
beneficial owner of the 7,511,071 Shares of Chiles common stock subject to the
Voting Agreements. Such Chiles common stock constitutes approximately 37.0% of
the issued and outstanding shares of Chiles common stock based on the number of
shares of Chiles common stock outstanding as of May 14, 2002 (as represented by
Chiles in the Merger Agreement, 20,293,732 shares of Chiles common stock were
outstanding as of May 14, 2002). ENSCO has the power to vote (or to direct the
vote of) the Shares with respect to those specific matters described in the
Voting Agreements. Each Stockholder retained the right to vote its Shares on all
matters other than those specifically identified in the Voting Agreements.
Therefore, the Stockholders and ENSCO have shared voting power with respect to
the Shares. ENSCO (i) is not entitled to any other rights as a stockholder of
Chiles as to the Shares subject to the Voting Agreements and (ii) disclaims any
beneficial ownership with respect to the Shares.
To the knowledge of ENSCO, no shares of Chiles common stock are
beneficially owned by any of the persons listed on Schedule A to this Statement,
except for such beneficial ownership, if any, arising solely from the
Irrevocable Proxies granted pursuant to the Voting Agreements.
(c) As described in Items 3 and 4 of this Statement, ENSCO entered into the
Voting Agreements and the Merger Agreement within the last 60 days.
(d) To the knowledge of ENSCO, no person, other than the Stockholders as set
forth on Schedule B, has the right to receive or the power to direct the receipt
of dividends from, or the proceeds from the sale of, the securities of Chiles
deemed to be beneficially owned by ENSCO.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Other than pursuant to the Merger Agreement and the Voting Agreements,
to the knowledge of ENSCO, there are no contracts, arrangements, understandings
or relationships among the persons named in Item 2 and in Schedule A and among
such persons and any other person with respect to any securities of Chiles,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
DESCRIPTION
1. Merger Agreement, dated as of May 14, 2002, by and among ENSCO
International Incorporated, Chore Acquisition, Inc. and Chiles
Offshore Inc. (incorporated by reference to Exhibit 2.1 of the
Form 8-K filed by ENSCO on May 16, 2002).
6
2. Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and Luis Morphy (incorporated by
reference to Exhibit 99.1 of the Form 8-K filed by ENSCO on
May 16, 2002).
3. Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and Javier Morphy (incorporated by
reference to Exhibit 99.2 of the Form 8-K filed by ENSCO on
May 16, 2002).
4. Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and Patricio Morphy (incorporated
by reference to Exhibit 99.3 of the Form 8-K filed by ENSCO on
May 16, 2002).
5. Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and SEACOR SMIT Inc. (incorporated
by reference to Exhibit 99.4 of the Form 8-K filed by ENSCO on
May 16, 2002).
7
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
ENSCO INTERNATIONAL INCORPORATED
Date: May 21, 2002 By: /s/ H. E. MALONE
---------------------------------------
Name: H. E. Malone
Title: Vice President
Date: May 21, 2002 By: /s/ DAVID A. ARMOUR
---------------------------------------
Name: David A. Armour
Title: Controller
8
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF
ENSCO INTERNATIONAL INCORPORATED
Executive Officers and Employee Director
The name, citizenship, business address, and present principal
occupation or employment of each of the executive officers and the employee
director of ENSCO International Incorporated are set forth below.
Name (1) Principal Occupation
-------- --------------------
Carl F. Thorne Chairman of the Board, Chief Executive Officer and
Director
William S. Chadwick, Jr. Senior Vice President, Member of the Office of the
President Chief Operating Officer
C. Christopher Gaut Senior Vice President, Chief Financial Officer, Member
of the Office of the President Chief Operating Officer
Richard A. Wilson Executive Vice President
Eugene R. Facey Vice President - Engineering
Richard A. LeBlanc Vice President-Corporate Finance, Investor Relations &
Treasurer
H. E. Malone Vice President - Accounting, Tax & Information Systems
Cary A. Moomjian, Jr. Vice President, General Counsel and Secretary
David A. Armour Controller
Robert O. Isaac Assistant Secretary
Philip J. Saile President of ENSCO Offshore International Company
(1) Each individual named in the above table is a citizen of the United States
and employed by ENSCO International Incorporated except for Mr. Philip J. Saile
who is an officer of ENSCO Offshore International Company. The address of
ENSCO's principal executive office is 2700 Fountain Place, 1445 Ross Avenue,
Dallas, Texas 75202. The address of ENSCO Offshore International Company's
principal executive office is Hamma Building, #1 Lane Hill, Pernbrooke Parish,
Hamilton, Bermuda.
9
Non-Employee Directors
The name, citizenship, business address, and present principal
occupation or employment of each of the non-employee directors of ENSCO
International Incorporated are set forth below.
Name (2) Principal Occupation Business Address
---- -------------------- ----------------
David M. Carmichael Private Investor 910 Travis Street, Suite 1930
Houston, Texas 77002
Gerald W. Haddock Private Investor Haddock Investments
210 W. 6th Street, Suite 1206
Fort Worth, Texas 76102
Thomas L. Kelly II General Partner CHB Capital Partners
511 16th Street, Suite 600
Denver, Colorado 80202
Morton H. Meyerson Chairman and Chief Executive 2M Companies, Inc.
Officer, 2M Companies, Inc. 3401 Armstrong Avenue
Dallas, Texas 75205-3949
Paul E. Rowsey, III President, Eiger, Inc. Eiger, Inc.
500 Crescent Court, Suite 300
Dallas, Texas 75201
Joel V. Staff Private Investor San Felipe Plaza
5847 San Felipe, Suite 1700
Houston, Texas 77057
(2) Each individual named in the above table is a citizen of the United States.
10
SCHEDULE B
PARTIES TO THE VOTING AGREEMENTS
Percentage of Ownership of
Stockholder Parties to the Number of Shares of Chiles Common Outstanding Shares of Chiles Common
Voting Agreement Stock Beneficially Owned Stock as of May 14, 2002
-------------------------- --------------------------------- -----------------------------------
Luis Alvarez Morphy 822,434 4.0%
Javier Alvarez Morphy 822,434 4.0%
Patricio Alvarez Morphy 1,034,802 5.1%
SEACOR SMIT Inc. 4,831,401 23.8%
11
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
1. Merger Agreement, dated as of May 14, 2002, by and among ENSCO
International Incorporated, Chore Acquisition, Inc. and Chiles
Offshore Inc. (incorporated by reference to Exhibit 2.1 of the
Form 8-K filed by ENSCO on May 16, 2002).
2. Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and Luis Morphy (incorporated by
reference to Exhibit 99.1 of the Form 8-K filed by ENSCO on
May 16, 2002).
3. Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and Javier Morphy (incorporated by
reference to Exhibit 99.2 of the Form 8-K filed by ENSCO on
May 16, 2002).
4. Voting Agreement, dated May 14, 2002, between ENSCO
International Incorporated and Patricio Morphy (incorporated
by reference to Exhibit 99.3 of the Form 8-K filed by ENSCO on
May 16, 2002). 5. Voting Agreement, dated May 14, 2002,
between ENSCO International Incorporated and SEACOR SMIT Inc.
(incorporated by reference to Exhibit 99.4 of the Form 8-K
filed by ENSCO on May 16, 2002).
12