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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):
SEPTEMBER 15, 1994
NOBLE DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-13857 73-0374541
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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
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Item 1. Acquisition or Disposition of Assets.
On September 15, 1994, Chiles Offshore Corporation ("Chiles"), a
Delaware corporation, merged (the "Merger") with and into Noble Offshore
Corporation ("Company Sub"), a Delaware corporation and a wholly-owned
subsidiary of Noble Drilling Corporation ("Noble Drilling"), a Delaware
corporation, pursuant to the terms of the Agreement and Plan of Merger dated
June 13, 1994 (the "Merger Agreement") among Noble Drilling, Chiles, and
Company Sub. The Merger was consummated by filing with the Secretary of State
of Delaware on September 15, 1994 a certificate of merger under the General
Corporation Law of the State of Delaware, which certificate of merger specified
that the effective time of the merger was 11:59 p.m., E.D.S.T. As used herein,
unless otherwise required by the context, the term "Company" means Noble
Drilling and its consolidated subsidiaries.
Pursuant to the Merger Agreement and as a result of the Merger: (i)
the separate corporate existence of Chiles ceased, and all of the properties,
rights, privileges, powers, and franchises of Chiles vested in Company Sub,
which is the surviving corporation in the Merger, and all of the debts,
liabilities, and duties of Chiles attached to Company Sub; (ii) each share of
Common Stock of Chiles, par value $.01 per share ("Chiles Common Stock"),
outstanding immediately prior to the effective time of the Merger was converted
into the right to receive 0.75 of a share of Common Stock of Noble Drilling,
par value $.10 per share ("Noble Common Stock"); and (iii) each share of $1.50
Convertible Preferred Stock of Chiles, par value $1.00 per share ("Chiles
Preferred Stock"), outstanding immediately prior to the effective time of the
Merger was converted into the right to receive one share of a new series of
$1.50 Convertible Preferred Stock of Noble Drilling, par value $1.00 per share
("Noble $1.50 Preferred Stock"), having substantially the same rights,
privileges, preferences, and voting power as the Chiles Preferred Stock. The
exchange ratios were determined pursuant to arms'-length negotiations between
the Company and Chiles.
Pursuant to the Merger Agreement, Noble Drilling will issue in
exchange for shares of Chiles Common Stock and Chiles Preferred Stock up to
approximately 28,599,000 shares of Noble Common Stock (plus cash in lieu of
fractional shares) and 4,025,000 shares of Noble $1.50 Preferred Stock. In
addition, on September 15, 1994, Noble Drilling issued an additional 480,000
shares of Noble Common Stock in exchange for the cancellation of Chiles' stock
options pursuant to the Merger Agreement.
Chiles was engaged in the drilling and workover of offshore oil and
gas wells on a contract basis for major and independent oil and gas companies.
The assets acquired by the Company pursuant to the Merger principally consist
of a fleet of 13 offshore jackup drilling rigs, 11 of which are located in the
U.S. Gulf of Mexico and two of which are located offshore Nigeria, cash and
cash equivalents, marketable securities, and other securities classified as
"investments." The Company will use such 13 offshore jackup drilling rigs to
expand its fleet to a total of 44 mobile offshore drilling units.
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The newly issued shares of Noble $1.50 Preferred Stock (NASDAQ/NMS:
NDCOO) commenced eligibility for trading on September 16, 1994 in the NASDAQ
National Market System, "ex-dividend" in respect of the $0.375 per share
dividend for the quarter ending September 30, 1994.
For additional information regarding the Merger, see the sections
captioned: (i) "The Merger -- Effects of the Merger," (ii) "The Merger --
Interests of Certain Persons in the Merger," and (iii) "Certain Provisions of
the Merger Agreement -- Conversion of Shares; Procedure for Exchange of
Certificates; Fractional Shares," which appear on pages 17-18, 34-35, and
36-37, respectively, of the Joint Proxy Statement/Prospectus of Noble Drilling
and Chiles dated August 12, 1994 (the "Prospectus"), and which sections are
incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item of Form 8-K
have been previously reported (within the meaning thereof as defined in Rule
12b-2) by Noble Drilling in the Prospectus and are accordingly not included
herein in reliance on General Instruction B.3 to Form 8-K.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item of
Form 8-K has been previously reported (within the meaning thereof as defined in
Rule 12b-2) by Noble Drilling in the Prospectus and is accordingly not included
herein in reliance on General Instruction B.3 to Form 8-K.
(c) Exhibits.
Exhibit 2.1 - Agreement and Plan of Merger dated June 13,
1994 among Noble Drilling, Chiles, and Company
Sub (filed as Appendix I to the Prospectus and
incorporated herein by reference).
Exhibit 99.1 - Sections captioned (i) "The Merger --Effects of
the Merger," (ii) "The Merger -- Interests of
Certain Persons in the Merger," and (iii)
"Certain Provisions of the Merger Agreement --
Conversion of Shares; Procedure for Exchange of
Certificates; Fractional Shares," which appear on
pages 17-18, 34-35, and 36-37, respectively, of
the Prospectus.
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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 hereunto duly authorized.
Date: September 23, 1994 NOBLE DRILLING CORPORATION
By: /s/ Byron L. Welliver
Byron L. Welliver, Senior Vice
President-Finance, Treasurer and
Controller
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
------- ---------------------------------------------- -------------
<S> <C> <C>
2.1 - Agreement and Plan of Merger dated June 13,
1994 among Noble Drilling, Chiles, and Company
Sub (filed as Appendix I to the Prospectus and
incorporated herein by reference).
99.1 - Sections captioned (i) "The Merger -- Effects 6
of the Merger," (ii) "The Merger -- Interests
of Certain Persons in the Merger," and (iii)
"Certain Provisions of the Merger Agreement --
Conversion of Shares; Procedure for Exchange
of Certificates; Fractional Shares," which
appear on pages 17-18, 34-35, and 36-37,
respectively, of the Prospectus.
</TABLE>
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Exhibit 99.1
EFFECTS OF THE MERGER
Pursuant to the Merger Agreement, at the Effective Time, Chiles will merge
with and into Noble Sub and each share of capital stock of Chiles issued and
outstanding immediately prior to the Effective Time (other than shares of
capital stock of Chiles owned by Chiles as treasury stock, which will be
cancelled without any conversion thereof) will be converted into the right to
receive shares of capital stock of Noble as follows:
(i) Chiles Common Stock. Each share of Chiles Common Stock will be
converted into the right to receive 0.75 of a share of Noble Common Stock.
(ii) Chiles Preferred Stock. Each share of Chiles Preferred Stock will
be converted into the right to receive one share of $1.50 Noble Preferred
Stock having substantially the same rights, privileges, preferences and
voting power as the Chiles Preferred Stock.
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As a result of the Merger, the separate corporate existence of Chiles will
cease and all of the properties, rights, privileges, powers and franchises of
Chiles will vest in Noble Sub, which will be the surviving corporation in the
Merger, and all of the debts, liabilities and duties of Chiles will attach to
Noble Sub.
Assuming no change in the number of shares of Chiles Common Stock
outstanding at the Effective Time from the number outstanding on the record date
for the Chiles Special Meeting, the number of shares of Noble Common Stock
subject to issuance in the Merger in exchange for shares of Chiles Common Stock
is approximately 28,598,835. Assuming no change in the number of shares of
Chiles Preferred Stock outstanding at the Effective Time from the number
outstanding on the record date for the Chiles Special Meeting, a total of
4,025,000 shares of $1.50 Noble Preferred Stock are subject to issuance in the
Merger in exchange for shares of Chiles Preferred Stock.
A total of 480,000 additional shares of Noble Common Stock are issuable
upon consummation of the Merger in exchange for and upon the cancellation of
Chiles Options then outstanding, in the event that each holder of Chiles Options
approves such cancellation and exchange. See "Certain Provisions of the Merger
Agreement -- Chiles Options."
Based on the capitalization of Noble and Chiles as of the record date for
the special meetings, and assuming the cancellation of the Chiles Options in
exchange for 480,000 shares of Noble Common Stock, immediately after the
Effective Time, the former holders of Chiles Common Stock and Chiles Options
will hold approximately 37.4 percent of the then outstanding Noble Common Stock.
Noble does not own any shares of Chiles Common Stock or Chiles Preferred Stock.
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INTERESTS OF CERTAIN PERSONS IN THE MERGER
In considering the recommendation of the Board of Directors of Chiles with
respect to the Merger, stockholders of Chiles should be aware that certain
persons may have direct or indirect interests in the Merger separate from those
of the stockholders of Chiles generally, including those discussed below.
Representation on Board of Directors. The Merger Agreement provides that
the number of directors comprising Noble's Board of Directors at the Effective
Time will be increased from seven to nine and that Noble will cause Marc E.
Leland, a director of Chiles and P.A.J.W., to be elected to the Board of
Directors effective as of the Effective Time. The Merger Agreement further
provides that, subject to the approval of the nominating committee of the Board
of Directors of Noble, Noble will cause Lawrence Chazen, an affiliate of
P.A.J.W., or another designee of Chiles, to be elected to the Board of Directors
effective as of the Effective Time. The nominating committee has not, as of the
date hereof, met with Mr. Chazen to consider approval of his designation by
Chiles, although it is scheduled to do so in late August 1994. Mr. Leland will
be elected to serve until Noble's 1997 annual meeting of stockholders, and the
other designee of Chiles will be elected to serve until Noble's 1996 annual
meeting of stockholders.
Marc E. Leland is Chairman of the Board of Directors of Chiles, and has
been a director of Chiles since December 1989. Since 1984, Mr. Leland has served
as President of Marc E. Leland & Associates, Inc., a company engaged in the
business of providing financial advisory services to Gordon P. Getty and certain
Getty family trusts. Mr. Leland is also a director of Caterair International
Corporation. He is the President and sole director of P.A.J.W.
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Lawrence Chazen has served as Chief Executive Officer of Lawrence J.
Chazen, Inc., a California registered investment adviser, since 1977, and has
provided financial advisory services to Gordon P. Getty, the Gordon P. Getty
Family Trust and other clients since 1977.
In order to comply with the Bylaws of Noble, which require that each class
of directors be as nearly equal in number as possible, one of the current
members of the Board of Directors of Noble in the class whose term expires at
the 1997 annual meeting of stockholders will become a member of the class whose
term expires at the 1995 annual meeting.
Executive Bonus Arrangements. Pursuant to resolutions adopted by the
Compensation Committee of the Board of Directors of Chiles in May 1993, C. Ray
Bearden, President and a director of Chiles, and Robert F. Fulton, Senior Vice
President and a director of Chiles, will each be entitled to a cash bonus of
$100,000 upon completion of the Merger or another specified business
combination.
Executive Severance Agreements. On July 1, 1993, Chiles entered into
Severance Agreements with C. Ray Bearden and Robert F. Fulton. The Severance
Agreements provide that, in the event of a "Termination Event" with respect to
the employee within one year following a specified change in control of Chiles
(which would include the Merger), Chiles will (i) pay to the employee a lump sum
payment equal to one year's annual base salary plus one month's base salary for
each year of service the employee had with Chiles, not to exceed a maximum lump
sum payment of two years' annual base pay, (ii) continue the employee's medical,
disability and life insurance coverage for up to two years or until
substantially similar insurance coverage is provided by a subsequent employer
and (iii) accelerate the vesting of the employee's unvested employee stock
options by up to 30 percent. A "Termination Event" is defined to include (a) a
termination of employment other than for cause (as defined), (b) a material
diminution in the scope or nature of the employee's duties (subject to certain
limitations), (c) a reduction in the employee's base salary of more than 10
percent (with certain exceptions), (d) a diminution in the employee's ability to
participate in employee incentive or benefit plans, or (e) a required relocation
of employee of more than 50 miles from the employee's then current location.
Exchange of Options. Pursuant to the Merger Agreement, all outstanding
Chiles Options will be exchanged at the Effective Time for an aggregate of
480,000 shares of Noble Common Stock (subject to adjustment and to the consent
of all holders of such Chiles Options on or prior to the Effective Time). See
"Certain Provisions of the Merger Agreement -- Chiles Options." Pursuant to such
exchange, Messrs. C. Ray Bearden, Robert F. Fulton, Marc E. Leland, Winthrop A.
Wyman, Edward L. Morse and John Slayton, each a director of Chiles, will receive
90,821, 63,575, 13,623, 13,623, 13,623 and 13,623 shares of Noble Common Stock,
respectively, and the family of Jack Hilder, a deceased Chiles director, will
receive 13,623 shares of Noble Common Stock. If the consent of all holders of
the Chiles Options to the exchange described above is not obtained prior to the
closing of the Merger, then Noble will take all necessary action to assume such
Chiles Options, substituting Noble Common Stock for the Chiles Common Stock
purchasable thereunder and making other appropriate adjustments as described
under "Certain Provisions of the Merger Agreement -- Chiles Options."
Registration Rights. P.A.J.W. will enter into an agreement with Noble
providing P.A.J.W. certain rights to require Noble to register for sale under
the Securities Act the shares of Noble Common Stock P.A.J.W. receives pursuant
to the Merger. See "-- Limitations on Resale; Registration Rights."
Indemnification. The Merger Agreement provides for broad indemnification of
the officers and directors of Chiles, and obligates Noble to continue for six
years Chiles' directors' and officers' liability insurance. See "Certain
Provisions of the Merger Agreement -- Indemnification."
Employee Benefit Plans. See "Certain Provisions of the Merger
Agreement -- Chiles Employee Benefits" for a discussion of post-Merger
arrangements regarding Chiles employee benefit plans.
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CONVERSION OF SHARES; PROCEDURE FOR EXCHANGE OF CERTIFICATES; FRACTIONAL SHARES
Subject to the terms and conditions of the Merger Agreement, at the
Effective Time, by virtue of the Merger and without any action on the part of
Noble, Chiles, Noble Sub or their respective stockholders, (i) each share of
Chiles Common Stock issued and outstanding immediately prior to the Effective
Time will be converted into the right to receive 0.75 of a share of Noble Common
Stock and (ii) each share of Chiles Preferred Stock issued and outstanding
immediately prior to the Effective Time (together with the shares of Chiles
Common Stock issued and outstanding immediately prior to the Effective Time, the
"Shares") will be converted into the right to receive one share of $1.50 Noble
Preferred Stock.
As soon as practicable after the Effective Time, each holder of a
certificate that prior thereto represented Shares will be entitled, upon
surrender thereof to Noble or its transfer agent, to receive in exchange
therefor, as applicable (i) a certificate or certificates representing the
number of whole shares of Noble Common Stock into which the shares of Chiles
Common Stock so surrendered shall have been converted in such denominations and
registered in such names as such holder may request, together with cash in lieu
of any fraction of a share as described below, or (ii) a certificate or
certificates representing the number of shares of $1.50 Noble Preferred Stock
into which the shares of Chiles Preferred Stock so surrendered shall have been
converted in such denominations and registered in such names as such holder may
request. Following the Effective Time, Noble will cause to be mailed to each
holder of certificates that represented Shares immediately prior to the
Effective Time, at such holder's address as it appears on Chile's stock transfer
records, a letter of transmittal and other information, advising such holder of
the consummation of the Merger along with instructions to enable such holder to
effect the exchange of stock certificates as contemplated by the Merger
Agreement. CHILES STOCKHOLDERS SHOULD NOT FORWARD CERTIFICATES REPRESENTING
CHILES COMMON STOCK OR CHILES PREFERRED STOCK TO NOBLE OR ITS TRANSFER AGENT
UNTIL THEY HAVE RECEIVED INSTRUCTIONS AS TO THE MANNER OF SURRENDER. CHILES
STOCKHOLDERS SHOULD NOT RETURN STOCK CERTIFICATES WITH THEIR PROXIES.
Until so surrendered and exchanged, each certificate that prior to the
Effective Time represented Shares shall represent solely the right to receive
Noble Common Stock (and cash in lieu of fractional shares as described below, if
any) or $1.50 Noble Preferred Stock, as the case may be. Unless and until any
such certificates shall be so surrendered and exchanged, no dividends or other
distributions payable to the holders of Noble Common Stock or $1.50 Noble
Preferred Stock, as of any time on or after the Effective Time, shall be paid to
the holders of such certificates that prior to the Effective Time represented
Shares; provided, however,
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that, upon any such surrender and exchange of such outstanding certificates,
there shall be paid to the record holders of the certificates issued and
exchanged therefor the amount, without interest thereon, of dividends and other
distributions, if any, that theretofore were declared and became payable on or
after the Effective Time with respect to the number of whole shares of Noble
Common Stock or $1.50 Noble Preferred Stock, as the case may be, issued to such
holder. Assuming an Effective Time on or prior to September 20, 1994, the
initial quarterly cash dividend on shares of $1.50 Noble Preferred Stock issued
upon consummation of the Merger will be payable on September 30, 1994 to holders
of record of such shares at the Effective Time in respect of the full quarterly
dividend period commencing on July 1, 1994 and ending on and including September
30, 1994. In such event, no dividend would be payable by Chiles on Chiles
Preferred Stock in respect of such dividend period.
All shares of Noble Common Stock and $1.50 Noble Preferred Stock issued
upon the surrender for exchange of certificates that prior to the Effective Time
represented Shares in accordance with the terms of the Merger Agreement
(including any cash paid in lieu of fractional shares, as described below) shall
be deemed to have been issued in full satisfaction of all rights pertaining to
such Shares. At and after the Effective Time, there shall be no further
registration of transfers on the stock transfer books of Noble Sub of the Shares
that were outstanding immediately prior to the Effective Time. If, after the
Effective Time, certificates that prior to the Effective Time represented Shares
are presented to Noble Sub for any reason, they shall be cancelled and exchanged
as provided in the Merger Agreement.
No fractional shares of Noble Common Stock will be issued, and each holder
of Chiles Common Stock who would otherwise be entitled to a fraction of a share
of Noble Common Stock will, upon surrender of the certificates representing
Chiles Common Stock held by such holder to Noble, be paid an amount in cash
equal to the value of such fraction of a share based upon the closing sales
price of Noble Common Stock, as reported on the NASDAQ National Market System,
on the last day on which there is a reported trade in the Noble Common Stock
prior to the date on which the Effective Time occurs. No interest will be paid
on such amount.
If any certificate for shares of Noble Common Stock or $1.50 Noble
Preferred Stock is to be issued in a name other than that in which the
certificate surrendered in exchange therefor is registered, it will be a
condition of the issuance thereof that the certificate so surrendered is
properly endorsed and otherwise in proper form for transfer and that the person
requesting such exchange has paid to Noble or its transfer agent any transfer or
other taxes required by reason of the issuance of a certificate for shares of
Noble Common Stock or $1.50 Noble Preferred Stock in any name other than that of
the registered holder of the certificate surrendered, or has established to the
satisfaction of Noble or its transfer agent that such tax has been paid or is
not payable.
