Strictly: Drilling and oil-field services Message Board

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Gold/Mining/Energy : Strictly: Drilling and oil-field services

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To: Heretic who wrote (44890)	5/17/1999 11:27:00 PM
From: Evolution	Read Replies (2) of 95453

You are right, the SEC DEF-14A filing says: "Q: IS THE REORGANIZATION TAXABLE TO ME? A: If you are a U.S. shareholder and have a gain on your shares, you will generally be required to recognize that gain as a result of the reorganization. Those U.S. shareholders with a loss on their shares will not be allowed to recognize a loss as a result of the reorganization, but will carry over their basis to the Transocean-Cayman shares and would be able to recognize that loss by disposing of the Transocean-Cayman shares. In addition, there are a number of other tax consequences that you should consider. These are discussed under the heading "Material Tax Considerations" starting on page 18. ....... TAX CONSIDERATIONS (see page 18) Taxation of Transocean-Delaware. Transocean-Delaware will be required to recognize gain on any assets retained by Transocean-Cayman and not contributed to the newly formed Delaware subsidiary, but will not be able to recognize any loss on these assets. Transocean-Delaware should not be required to recognize any gain or loss on the assets that are contributed by Transocean-Cayman to the newly formed Delaware subsidiary. We do not expect gain recognized on the retained assets to result in any significant additional U.S. federal income tax to Transocean. Taxation of Transocean-Delaware Shareholders. U.S. shareholders will generally be required to recognize gain, if any, on their Transocean-Delaware shares in an amount equal to the excess of the fair market value of the Transocean-Cayman shares received in the reorganization over their tax basis in their Transocean-Delaware shares exchanged for those Transocean-Cayman shares. U.S. shareholders with a loss on their Transocean-Delaware shares will not be able to recognize that loss in the reorganization, but will have a basis in the Transocean-Cayman shares equal to the basis in their Transocean-Delaware shares, thus preserving their loss. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISORS REGARDING YOUR PARTICULAR TAX CONSEQUENCES. A more detailed discussion of material tax consequences of the reorganization is set out under "Material Tax Considerations." "

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