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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):
OCTOBER 7, 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 4. Changes in Registrant's Certifying Accountant.
a) On October 7, 1994, Noble Drilling Corporation (the "Company")
dismissed Arthur Andersen LLP ("Arthur Andersen") as the principal
independent accountants for the Company.
b) Arthur Andersen's report on the Company's financial statements for
either of the past two years did not contain an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles.
c) The decision to change accountants was recommended by the Audit
Committee of the Board of Directors of the Company and approved by the
full Board of Directors.
d) During the Company's two most recently-completed fiscal years and the
subsequent interim period preceding such dismissal, there were no
disagreements with Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of
Arthur Andersen, would have caused it to make a reference to the
subject matter of the disagreement in connection with its report.
e) No "reportable events" (as such term is defined in Item 304(a)(1)(v)
of Regulation S-K) occurred during the Company's two most
recently-completed fiscal years and the subsequent interim period
preceding Arthur Andersen's dismissal.
f) On October 7, 1994, the Company engaged Price Waterhouse LLP ("Price
Waterhouse") as the principal independent accountants to audit
the financial statements of the Company. During the Company's two
most recently-completed fiscal years and the subsequent interim
period preceding such engagement, Price Waterhouse was not consulted
by the Company (or anyone on behalf of the Company) regarding any of
the matters requiring disclosure pursuant to Item 304(a)(2) of
Regulation S-K.
Item 7. Financial Statements and Exhibits.
c) Exhibits
16 Letter from Arthur Andersen to the Securities and Exchange
Commission.
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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: October 14, 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
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<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
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16 Letter from Arthur Andersen & Co. to the 5
Securities and Exchange Commission
</TABLE>
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{ARTHUR ANDERSEN LETTERHEAD}
October 14, 1994
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, NW
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of Noble Drilling
Corporation (Commission File No. 0-13857) dated October 7, 1994.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
