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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
FORM 10-K/A
AMENDMENT NO. 1
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from __________ to ________
COMMISSION FILE NUMBER: 0-13857
NOBLE DRILLING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 73-0374541
(State of incorporation) (I.R.S. employer identification number)
10370 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77042
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 974-3131
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------
NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $.10 PER SHARE
(Title of class)
$2.25 CONVERTIBLE EXCHANGEABLE
PREFERRED STOCK, PAR VALUE $1.00 PER SHARE
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /x/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10K or any amendment to this
Form 10K. / /
Aggregate market value of Common Stock
held by nonaffiliates as of March 10, 1994: $317,570,430
Number of shares of Common Stock outstanding as of March 10, 1994: 47,609,941
DOCUMENTS INCORPORATED BY REFERENCE
Listed below are documents parts of which are incorporated herein by
reference and the part of this report into which the document is incorporated:
(1) Proxy statement for the 1994 annual meeting of shareholders - Part III
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The cover page of Noble Drilling Corporation's Annual Report on Form 10-K
for the year ended December 31, 1993 is amended to reflect 47,609,941 shares
of common stock outstanding as of March 10, 1994, and such cover page as
amended is set forth above.
Item 14 of Noble Drilling Corporation's Annual Report on Form 10-K for
the year ended December 31, 1993 is amended to reflect the filing herewith as
Exhibit 99.2 of the financial statements required by Form 11-K for the fiscal
years ended December 31, 1993 and 1992 with respect to the Noble Drilling
Corporation Thrift Plan, and such Item 14 is restated as set forth on the
subsequent pages.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) Financial Statements:
Report of Independent Public Accountants
Consolidated Balance Sheets at December 31, 1993 and 1992
Consolidated Statements of Operations for each of the three
years in the period ended December 31, 1993
Consolidated Statements of Cash Flows for each of the three
years in the period ended December 31, 1993
Consolidated Statements of Shareholders' Equity for each of
the three years in the period ended December 31, 1993
Notes to Consolidated Financial Statements
(2) Financial Statement Schedules (filed herewith):
Schedule V - Property, Plant and Equipment
Schedule VI - Accumulated Depreciation, Depletion and
Amortization of Property, Plant and Equipment
All other schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes thereto.
(3) Exhibits:
The information required by this Item 14(a)(3) is set forth in
the Index to Exhibits accompanying this Annual Report on Form
10-K.
(4) Financial Statements required by Form 11-K for the fiscal
years ended December 31, 1993 and 1992 with respect to the
Noble Drilling Corporation Thrift Plan are filed as
Exhibit 99.2 hereto.
(b) The following report on Form 8-K was filed by the Registrant during
the three-month period ended December 31, 1993:
Form 8-K dated October 18, 1993 (Date of Event: October 7, 1993),
which reported the acquisition of nine offshore jackup drilling
rigs and related drilling assets from The Western Company of North
America under "Item 2. Acquisition or Disposition of Assets." The
financial statements and pro forma financial information required
by Item 7 of Form 8-K had been previously reported.
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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.
NOBLE DRILLING CORPORATION
Date: June 28, 1994
By: /s/ BYRON L. WELLIVER
Byron L. Welliver
Senior Vice President-Finance
and Treasurer (Principal Financial
Officer)
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INDEX TO EXHIBITS
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER EXHIBITS PAGE
- - ------- -------- ------------
2.1 - Assets Purchase Agreement dated as of August 20, 1993
(the "Western Assets Purchase Agreement"), between
the Registrant and The Western Company of North
America (filed as Exhibit 2.1 to the Registrant's
Registration Statement on Form S-3 (No. 33-67130) and
incorporated herein by reference).
2.2 - Agreement dated as of October 7, 1993, among the
Registrant, Noble Drilling (U.S.) Inc., Noble
International Limited, The Western Company of North
America and Offshore International Ltd., amending the
Western Assets Purchase Agreement (filed as Exhibit
2.2 to the Registrant's Form 8-K dated October 15,
1993 and incorporated herein by reference).
2.3 - Exchange Agreement dated as of June 4, 1993, by and
among the Registrant, Grasso Corporation, Offshore
Logistics, Inc., PPI-Seahawk, Inc. and Noble
Production Services Inc. (filed as Exhibit 2.2 to the
Registrant's Registration Statement on Form S-3 (No.
33-67130) and incorporated herein by reference).
2.4 - Amendment No. 1 dated October 29, 1993 to the
Exchange Agreement by and among the Registrant,
Grasso Corporation, Offshore Logistics, Inc.,
PPI-Seahawk Services, Inc. and Noble Production
Services Inc.
2.5 - Assets Purchase Agreement dated as of August 20, 1993
(the "Portal Assets Purchase Agreement"), between the
Registrant and Portal Rig Corporation (filed as
Exhibit 2.3 to the Registrant's Registration
Statement on Form S-3 (No. 33-67130) and incorporated
herein by reference).
2.6 - Agreement dated as of October 25, 1993, among the
Registrant, Noble (Gulf of Mexico) Inc. and Portal
Rig Corporation, amending the Portal Assets Purchase
Agreement (filed as Exhibit 2.5 to the Registrant's
Quarterly Report on Form 10-Q for the three-month
period ended September 30, 1993 and incorporated
herein by reference).
2.7 - Assignment and Assumption Agreement made as of
Octoboer 28, 1993 by and between Noble Production
Management Inc., Noble Production Services Inc., OLOG
Production Management Inc., PPI-Seakhawk Services,
Inc. and Grasso Corporation.
3.1 - Restated Certificate of Incorporation of the
Registrant dated August 29, 1985 (filed as Exhibit
3.7 to the Registrant's Registration Statement on
Form 10 (No. 0-13857) and incorporated herein by
reference).
3.2 - Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant dated May 5, 1987
(filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form S-3 (No. 33-67130) and
incorporated herein by reference).
3.3 - Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant dated June 1, 1987
(filed as Exhibit 4.3 to the Registrant's
Registration Statement on Form S-3 (No. 33-67130) and
incorporated herein by reference).
3.4 - Certificate of the Designations, Powers, Preferences
and Relative, Participating, Optional and Other
Special Rights and the Qualifications, Limitations or
Restrictions thereof, which have not been set forth
in the Restated Certificate of Incorporation or in
any amendment thereto, of the
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Series A Convertible Preferred Stock of the
Registrant, dated as of January 25, 1988 (files as
Exhibit 3.10 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1987 and
incorporated herein by reference).
3.5 - Certificate of the Designations, Powers, Preferences
and Relative, Participating, Optional and Other
Special Rights and the Qualifications, Limitations or
Restrictions thereof, which have not been set forth
in the Restated Certificate of Incorporation or in
any amendment thereto, of the Series B Convertible
Preferred Stock of the Registrant, dated as of
November 10, 1988 (filed as Exhibit 3.11 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1988 and incorporated herein by
reference).
3.6 - Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant dated April 28, 1988
(filed as Exhibit 3.12 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1988 and incorporated herein by reference).
3.7 - Certificate of Amendment of Restated Certificate of
Incorporation of the Registrant dated April 27, 1989
(filed as Exhibit 3.13 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1989, as amended, and incorporated herein by
reference).
3.8 - Certificate of Conversion of shares of Series A
Convertible Preferred Stock of the Registrant dated
September 18, 1990 (filed as Exhibit 3.14 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1989, as amended, and incorporated
herein by reference).
3.9 - Certificate of Exchange of shares of Series B
Convertible Preferred Stock of the Registrant dated
September 18, 1990 (filed as Exhibit 3.15 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1990, as amended, and incorporated
herein by reference).
3.10 - Certificate of Amendment of Certificate of
Incorporation of the Registrant dated August 1, 1991
(filed as Exhibit 3.16 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1991 and incorporated herein by reference).
3.11 - Certificate of Designations of $2.25 Convertible
Exchangeable Preferred Stock, par value $1.00 per
share, of the Registrant, dated as of November 18,
1991 (filed as Exhibit 3.17 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by
reference).
3.12 - Composite copy of the Bylaws of the Registrant as
currently in effect (filed as Exhibit 4.8 to the
Registrant's Registration Statement on Form S-3 (No.
33-67130) and incorporated herein by reference).
4.1 - Indenture governing the Senior Notes (filed as
Exhibit 4.1 to the Registrant's Quarterly Report on
Form 10-Q for the three-month period ended September
30, 1993 and incorporated herein by reference).
4.2 - Form of Senior Notes (included in Section 2.02 of the
Indenture filed as Exhibit 4.1 to the Registrant's
Quarterly Report on Form 10-Q for the three-month
period ended September 30, 1993 and incorporated
herein by reference).
10.1* - Noble Drilling Corporation Short-Term Incentive
Compensation Plan (filed as Exhibit 10.1 to the
Registrant's Registration Statement on Form 10 (No.
0-13857) and incorporated herein by reference).
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10.2* - Noble Drilling Corporation 1985 Stock Option Plan
(filed as Exhibit 4.1(b) to the Registrant's
Registration Statement on Form S-8 (No. 33-3289), as
amended, and incorporated herein by reference).
10.3* - Amendment No. 1 to Noble Drilling Corporation 1985
Stock Option Plan dated as of February 17, 1987
(filed as Exhibit 10.3 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1986, as amended, and incorporated herein by
reference).
10.4 - Amended and Restated Noble-National Joint Venture
Partnership Agreement between the Registrant and
National Enerdrill Corporation dated December 7, 1990
(filed as Exhibit 10.4 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1990 and incorporated herein by reference).
10.5 - Limited Partnership Agreement between the Registrant
and National Enerdrill Corporation dated as of
January 16, 1992 (filed as Exhibit 10.5 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991 and incorporated herein by
reference).
10.6 - Certificate of Limited Partnership of NN-1 Limited
Partnership (filed as Exhibit 10.6 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1991 and incorporated herein by
reference).
10.7* - Noble Drilling Corporation 1991 Stock Option and
Restricted Stock Plan (filed as Exhibit 4.1 to the
Registrant's Registration Statement on Form S-8 (No.
33-46724) and incorporated herein by reference).
10.8* - Noble Drilling Corporation 1987 Stock Option Plan
(filed as Exhibit 10.7 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1986, as amended, and incorporated herein by
reference).
10.9* - Noble Drilling Corporation Thrift Trust Agreement
(filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 (No. 33-18966) and
incorporated herein by reference).
10.10*- Amendment No. 1 to the Noble Drilling Corporation
Thrift Trust dated January 27, 1992 (filed as Exhibit
10.11 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1991 and incorporated
herein by reference).
10.11*- Noble Drilling Corporation Thrift Plan, as amended
and restated, dated July 27, 1989 (filed as Exhibit
10.12 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1991 and incorporated
herein by reference).
10.12*- Amendment No. 1 to the Noble Drilling Corporation
Thrift Plan dated February 13, 1992 (filed as Exhibit
10.13 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1991 and incorporated
herein by reference).
10.13*- Directors' Option Agreements dated October 29, 1987,
between the Registrant and each of Michael A. Cawley,
Johnnie W. Hoffman, Sam Noble and John F. Snodgrass
(filed as Exhibit 10.11 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1988 and incorporated herein by reference).
10.14 - Registration Rights Agreement dated as of January 29,
1988 between the Registrant and General Electric
Capital Corporation (filed as a part of Exhibit 2.1
to the Registrant's Current Report on Form 8-K dated
February 11, 1988 and incorporated herein by
reference).
10.15 - First Amendment to Registration Rights Agreement
dated as of February 5, 1993 between the Registrant
and General Electric Capital Corporation (filed as
Exhibit 10.19 to the Registrant's
<PAGE> 8
Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by
reference).
10.16 - Guarantee Agreement dated as of August 10, 1989
between the Registrant and The Royal Bank of Canada
(filed as Exhibit 10.28 to the Registrant's Annual
Report on Form 10-K for the year ended December 31,
1989, as amended, and incorporated herein by
reference).
10.17 - Credit Agreement dated as of October 29, 1990 between
Noble Drilling (Canada) Ltd. and The Royal Bank of
Canada (filed as Exhibit 10.27 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by
reference).
10.18 - Letter Agreement amending the Credit Agreement
between Noble Drilling (Canada) Ltd. and The Royal
Bank of Canada dated October 25, 1993.
10.19 - Credit Agreement dated as of October 29, 1990 between
Noble Drilling (U.K.) Ltd. and The Royal Bank of
Canada (filed as Exhibit 10.28 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by
reference).
10.20 - Credit Agreement dated as of October 29, 1990 between
Noble Enterprises Limited and The Royal Bank of
Canada (filed as Exhibit 10.30 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by
reference).
10.21 - Letter Agreement amending the Credit Agreement
between Noble Enterprises Limited and The Royal Bank
of Canada dated October 25, 1993.
10.22 - Credit Agreement dated as of July 30, 1992 between
Noble Drilling (U.K.) Ltd. and The Royal Bank of
Canada (filed as Exhibit 10.33 to the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 1992 and incorporated herein by
reference).
10.23 - Letter Agreement amending the Credit Agreement
between Noble Drilling (U.K.) Ltd. and The Royal Bank
of Canada dated October 25, 1993.
10.24 - Guarantee and Subordination Agreement dated as of
July 30, 1992 between the Registrant and The Royal
Bank of Canada (filed as Exhibit 10.34 to the
Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992 and incorporated herein by
reference).
10.25*- Amendment No. 2 to the Noble Drilling Corporation
Thrift Plan dated effective as of August 1, 1992
(filed as Exhibit 4.2 to the Registrant's
Registration Statement on Form S-8 (No. 33-50270)
and incorporated herein by reference).
10.26 - Amended and Restated Letter of Credit Agreement,
dated as of October 25, 1993, among Portal Rig
Corporation, Noble (Gulf of Mexico) Inc., NationsBank
of Texas, N.A., as agent and as one of the "Banks"
thereunder, and Marine Midland Bank, N.A., Bank of
America National Trust and Savings Association, and
Norwest Bank Minnesota, National Association
(collectively, the "Banks") (filed as Exhibit 10.1 to
the Registrant's Quarterly Report on Form 10-Q for
the three-month period ended September 30, 1993 and
incorporated herein by reference).
10.27 - Assignment, Assumption and Amended and Restated
Preferred Ship Mortgage, dated October 25, 1993, by
Noble (Gulf of Mexico) Inc. to the Banks (filed as
Exhibit 10.2 to the Registrant's Quarterly Report on
Form 10-Q for the three-month period ended September
30, 1993 and incorporated herein by reference).
10.28 - Security Agreement and Assignment, dated October 25,
1993, by Noble (Gulf of Mexico) Inc. to the Banks
(filed as Exhibit 10.3 to the Registrant's Quarterly
Report on Form 10-Q for the three-month period ended
September 30, 1993 and incorporated herein by
reference).
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10.29 - Noble Support Agreement, dated October 25, 1993,
among the Registrant and the Banks (filed as Exhibit
10.4 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended September 30,
1993 and incorporated herein by reference.)
10.30*- Noble Drilling Corporation 1992 Nonqualified Stock
Option Plan for Non-Employee Directors (filed as
Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (No. 33-62394) and
incorporated herein by reference).
10.31*- Amendment No. 3 to the Noble Drilling Corporation
Thrift Plan dated effective as of January 1, 1994.
10.32*- Amendment No. 2 to the Noble Drilling Corporation
Thrift Trust dated June 24, 1994.
22.1 - Subsidiaries of the Registrant.
23.1 - Consent of Arthur Andersen & Co.
99.1 - Letter of Intent dated January 13, 1994 by and among
the Registrant, Triton Engineering Services Company,
Joseph E. Beall and George Bruce.
99.2 - Financial Statements required by Form 11-K for the
fiscal year ended December 31, 1993 with respect to
the Noble Drilling Corporation Thrift Plan (including
consent of Arthur Andersen & Co. regarding the
incorporation by reference thereof).
________________________________
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit hereto.
<PAGE> 1
AMENDMENT NO. 2 TO THE
NOBLE DRILLING CORPORATION THRIFT TRUST
Pursuant to the provisions of Section 4.1 thereof, the Noble Drilling
Corporation Thrift Trust (the "Trust") is hereby amended in the following
respect only:
The first sentence of Section 3.3 of the Trust is hereby amended by
restatement in its entirety to read as follows:
The appointment of a successor trustee hereunder shall be accomplished
by and shall take effect upon the delivery to the resigning or removed
Trustee, as the case may be, of (a) an instrument in writing appointing
such successor trustee, executed by the Company, and (b) an acceptance
in writing of the office of successor trustee hereunder executed by the
successor so appointed.
IN WITNESS WHEREOF, this Amendment has been executed to be effective
this 24th day of June, 1994.
NOBLE DRILLING CORPORATION
By /s/ BYRON L. WELLIVER
___________________________________
Title: Senior Vice President-Finance
and Treasurer
BANK OF OKLAHOMA, N.A.
By /s/ JEFFREY K. MACE
___________________________________
Title: Vice President and Senior
Trust Officer
<PAGE> 2
THE STATE OF TEXAS
ss
COUNTY OF HARRIS
BEFORE ME, the undersigned authority, a notary public in and for said
County and State, on this day personally appeared Byron L. Welliver, known to
me to be the person and office whose name is subscribed to the foregoing
instrument and acknowledged to me the same was the act of the said NOBLE
DRILLING CORPORATION, a Delaware corporation, and that he executed the same as
the act of such corporation for the purposes and consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 24th day of June, 1994.
KATHERINE L. BRADLEY
MY COMMISSION EXPIRES /s/ KATHERINE L. BRADLEY
October 28, 1997 _____________________________
Notary Public, State of Texas
[notarial seal]
My Commission expires:
10/28/97
_____________________
THE STATE OF OKLAHOMA
ss
COUNTY OF TULSA
BEFORE ME, the undesigned authority, a notary public in and for said
County and State, on this day personally appeared Jeffrey K. Mace, known to me
to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me the same was the act of the said BANK OF
OKLAHOMA, N.A., a national banking association, and that he executed the same
as the act of such association for the purposes and consideration therein
expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 27th day of June, 1994.
[notarial seal]
My Commission expires:
6/23/98 /s/ KATHY ANN LANOLE
______________________ _______________________________
Notary Public, State of Oklahoma
<PAGE> 1
The Financial Statements required by Form 11-K for the fiscal years ended
December 31, 1993 and 1992 with respect to the Noble Drilling Corporation
Thrift Plan are filed in paper format under cover of Form SE in accordance with
Instruction E to Form 11-K.
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report dated June 20, 1994, with respect to the Noble Drilling Corporation
Thrift Plan for the years ended December 31, 1993 and 1992, appearing on
sequentially numbered page 7 of the paper format portion of this filing under
cover of Form SE of this Form 10-K/A (Amendment No. 1) into the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 33-18966) of
the Noble Drilling Corporation Thrift Plan.
/s/ ARTHUR ANDERSEN & CO.
-----------------------------
ARTHUR ANDERSEN & CO.
Houston, Texas
June 28, 1994
