<PAGE> 1
=============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
NONE
Securities to be registered pursuant to Section 12(g) of the Act:
$1.50 Convertible Preferred Stock, par value $1.00 per share
(Title of Class)
Page 1 of 9 sequentially numbered pages.
Index to Exhibits appears on page 5.
=============================================================================
<PAGE> 2
Item 1. Description of the Registrant's Securities to be Registered.
The securities to be registered hereunder are the
Registrant's $1.50 Convertible Preferred Stock, par value
$1.00 per share (the "Preferred Stock"). A description of the
Preferred Stock is set forth under the caption "Description of
Noble Capital Stock - $1.50 Noble Preferred Stock" in the
Prospectus constituting Part I of the Registrant's
Registration Statement on Form S-4 (No. 33-54495) filed by the
Registrant with the Securities and Exchange Commission on July
8, 1994, as amended by Amendment No. 1 thereto filed with the
Commission on August 12, 1994 (collectively, the "Registration
Statement"). The description of the Preferred Stock set forth
in the Registration Statement is incorporated herein by
reference.
Item 2. Exhibits.
The following documents are filed as exhibits hereto:
1. Form of certificate for Preferred Stock.
2. Restated Certificate of Incorporation of Noble
Drilling Corporation dated August 29, 1985 (filed
as Exhibit 3.7 to Noble Drilling Corporation's
Registration Statement on Form 10 (No. 0-13857)
and incorporated herein by reference).
3. Certificate of Amendment of Restated Certificate
of Incorporation of Noble Drilling Corporation
dated May 5, 1987 (filed as Exhibit 4.2 to Noble
Drilling Corporation's Registration Statement on
Form S-3 (No. 33-67130) and incorporated herein by
reference).
4. Certificate of Amendment of Restated Certificate
of Incorporation of Noble Drilling Corporation
dated June 1, 1987 (filed as Exhibit 4.3 to Noble
Drilling Corporation's Registration Statement on
Form S-3 (No. 33-67130) and incorporated herein by
reference).
5. Certificate of Amendment of Restated Certificate
of Incorporation of Noble Drilling Corporation
dated April 28, 1988 (filed as Exhibit 3.12 to
Noble Drilling Corporation's Annual Report on Form
10-K for the year ended December 31, 1988 and
incorporated herein by reference).
6. Certificate of Amendment of Restated Certificate
of Incorporation of Noble Drilling Corporation
dated April 27, 1989 (filed as Exhibit 3.13 to
Noble Drilling Corporation's Annual Report on Form
10-K for the year ended December 31, 1989, as
amended, and incorporated herein by reference).
7. Certificate of Amendment of Restated Certificate
of Incorporation of Noble Drilling Corporation
dated August 1, 1991 (filed as Exhibit 3.16 to
Noble Drilling Corporation's Annual Report on Form
10-K for the year ended December 31, 1991 and
incorporated herein by reference).
8. Certificate of Designations of $2.25 Convertible
Exchangeable Preferred Stock, par value $1.00 per
share, of Noble Drilling Corporation, dated as of
November 18, 1991 (filed as Exhibit 3.17 to Noble
Drilling Corporation's Annual Report on Form 10-K
for the year ended December 31, 1991 and
incorporated herein by reference).
9. Form of Certificate of Designations of $1.50
Convertible Preferred Stock, par value $1.00 per
share, of Noble Drilling Corporation (filed as
Exhibit 4.8 to Noble Drilling Corporation's
Registration Statement on Form S-4 (No. 33-54495),
as amended, and incorporated herein by reference).
10. Composite set of Bylaws of Noble Drilling
Corporation as currently in effect (filed as
Exhibit 4.8 to Noble Drilling Corporation's
Registration Statement on Form S-3 (No. 33-67130)
and incorporated herein by reference).
11. Indenture governing the 9 1/4% Senior Notes due
2003 of Noble Drilling Corporation (filed as
Exhibit 4.1 to Noble Drilling Corporation's
Quarterly Report on Form 10-Q for the three-month
period ended September 30, 1993 and incorporated
herein by reference).
-2-
<PAGE> 3
12. Credit Agreement dated as of June 16, 1994 among
Noble Drilling Corporation, First Interstate Bank
of Texas, N.A., in its individual capacity and as
agent, and Credit Lyonnais Cayman Island Branch
(filed as Exhibit 4.12 to Noble Drilling
Corporation's Registration Statement on Form S-3
(No. 33-54495) and incorporated herein by
reference).
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized, in Harris County, Texas on August 12, 1994.
NOBLE DRILLING CORPORATION
By: /s/ BYRON L. WELLIVER
-----------------------------------------
Byron L. Welliver
Senior Vice President - Finance and Treasurer
-4-
<PAGE> 5
Index to Exhibits
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- - ------ ----------- -------------
<S> <C> <C>
1 Form of certificate for Preferred Stock. 7
2 Restated Certificate of Incorporation of Noble
Drilling Corporation dated August 29, 1985 (filed as
Exhibit 3.7 to Noble Drilling Corporation's
Registration Statement on Form 10 (No. 0-13857) and
incorporated herein by reference).
3 Certificate of Amendment of Restated Certificate of
Incorporation of Noble Drilling Corporation dated May
5, 1987 (filed as Exhibit 4.2 to Noble Drilling
Corporation's Registration Statement on Form S-3 (No.
33-67130) and incorporated herein by reference).
4 Certificate of Amendment of Restated Certificate of
Incorporation of Noble Drilling Corporation dated June
1, 1987 (filed as Exhibit 4.3 to Noble Drilling
Corporation's Registration Statement on Form S-3 (No.
33-67130) and incorporated herein by reference).
5 Certificate of Amendment of Restated Certificate of
Incorporation of Noble Drilling Corporation dated
April 28, 1988 (filed as Exhibit 3.12 to Noble
Drilling Corporation's Annual Report on Form 10-K for
the year ended December 31, 1988 and incorporated
herein by reference).
6 Certificate of Amendment of Restated Certificate of
Incorporation of Noble Drilling Corporation dated
April 27, 1989 (filed as Exhibit 3.13 to Noble
Drilling Corporation's Annual Report on Form 10-K for
the year ended December 31, 1989, as amended, and
incorporated herein by reference).
7 Certificate of Amendment of Restated Certificate of
Incorporation of Noble Drilling Corporation dated
August 1, 1991 (filed as Exhibit 3.16 to Noble
Drilling Corporation's Annual Report on Form 10-K for
the year ended December 31, 1991 and incorporated
herein by reference).
</TABLE>
-5-
<PAGE> 6
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Description Numbered Page
- - ------ ----------- -------------
<S> <C>
8 Certificate of Designations of $2.25 Convertible
Exchangeable Preferred Stock, par value $1.00 per
share, of Noble Drilling Corporation, dated as of
November 18, 1991 (filed as Exhibit 3.17 to Noble
Drilling Corporation's Annual Report on Form 10-K for
the year ended December 31, 1991 and incorporated
herein by reference).
9 Form of Certificate of Designations of $1.50
Convertible Preferred Stock, par value $1.00 per
share, of Noble Drilling Corporation (filed as Exhibit
4.8 to Noble Drilling Corporation's Registration
Statement on Form S-4 (No. 33-54495), as amended, and
incorporated herein by reference).
10 Composite set of Bylaws of Noble Drilling Corporation
as currently in effect (filed as Exhibit 4.8 to Noble
Drilling Corporation's Registration Statement on Form
S-3 (No. 33-67130) and incorporated herein by
reference).
11 Indenture governing the 9 1/4% Senior Notes due 2003
of Noble Drilling Corporation (filed as Exhibit 4.1 to
Noble Drilling Corporation's Quarterly Report on Form
10-Q for the three-month period ended September 30,
1993 and incorporated herein by reference).
12 Credit Agreement dated as of June 16, 1994 among Noble
Drilling Corporation, First Interstate Bank of Texas,
N.A., in its individual capacity and as agent, and
Credit Lyonnais Cayman Island Branch (filed as Exhibit
4.12 to Noble Drilling Corporation's Registration
Statement on Form S-3 (No. 33-54495) and incorporated
herein by reference).
</TABLE>
-6-
<PAGE> 1
INCORPORATED UNDER THE LAWS (NOBLE LOGO) $1.50 CONVERTIBLE
OF THE STATE OF DELAWARE PREFERRED STOCK
NOBLE DRILLING CORPORATION
THIS CERTIFICATE IS TRANSFERABLE CUSIP 655042 30 7
IN OKLAHOMA CITY, OKLAHOMA OR SEE REVERSE FOR CERTAIN STATEMENTS
NEW YORK, NEW YORK RESTRICTIONS AND DEFINITIONS
THIS CERTIFIES THAT
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF $1.50 CONVERTIBLE PREFERRED STOCK, PAR
VALUE $1.00 PER SHARE, OF
NOBLE DRILLING CORPORATION
transferable on the books of the Corporation by the holder hereof, in person or
by duly authorized attorney, upon surrender of this Certificate properly
endorsed or accompanied by a proper assignment. This Certificate and the
shares represented hereby are issued and shall be held subject to all of the
provisions of the Certificate of Incorporation and the Bylaws of the
Corporation, and all amendments thereto, copies of which are on file at the
principal office of the Corporation, to all of which the holder of this
Certificate by acceptance hereof assents. This Certificate is not valid until
countersigned and registered by the Transfer Agent and Registrar.
(SEAL)
DATED
COUNTERSIGNED AND REGISTERED:
LIBERTY BANK AND TRUST COMPANY OF OKLAHOMA CITY, N.A.
TRANSFER AGENT
AND REGISTRAR
BY
/s/ JAMES C. DAY
- - ------------------------------
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
/s/ JULIE J. ROBERTSON (SEAL) AUTHORIZED SIGNATURE
- - ------------------------------
SECRETARY
<PAGE> 2
(NOBLE LOGO)
NOBLE DRILLING CORPORATION
THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPITONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF
THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.
THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN
RESTRICTIONS ON TRANSFER SET FORTH IN ARTICLE XI OF THE CORPORATION'S CERTIFCATE
OF INCORPORATION. THE PURPOSE OF SAID ARTICLE XI IS TO LIMIT THE OWNERSHIP AND
CONTROL OF SHARES OF ANY CLASS OF STOCK OF THE CORPORATION BY ALIENS (AS
DEFINED) IN ORDER TO PERMIT THE CORPORATION TO BE A U.S. MARITIME COMPANY (AS
DEFINED). THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO
SO REQUESTS A COPY OF SAID ARTICLE XI.
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ____ Custodian ____
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of under Uniform Gifts to Minors
survivorship and not as tenants Act _______________________
in common (State)
Additional abbreviations may also be used though not in the above list.
For value received, __________ hereby sell, assign and transfer unto
______________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
______________________________________________________________________________
______________________________________________________________________________
_______________________________________________________________________ Shares
of the stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint _______________________________________________________
______________________________________________________________________________
Attorney to trasnfer the said Shares on the books of the within-named
Corporation with full power of substitution in the premises.
Dated. __________________
______________________________________
NOTICE: The signature to this
Assignment must corrospond with the name
as written upon the face of the
certificate, in every particular,
without alteration or enlargement, or
any change whatever.
