<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
NOBLE DRILLING CORPORATION
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(Name of Issuer)
Common Stock, par value $.10 per share
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(Title of Class of Securities)
655042 10 9
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(CUSIP Number)
MICHAEL A. CAWLEY
P.O. Box 2180
Ardmore, Oklahoma 73402
(405) 223-5810
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 14, 1994
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. [ ]
Check the following box if a fee is being paid with this Statement.
[ ] (A fee is not required only if the reporting person (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1 and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of less than five percent of
such class. See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 10
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CUSIP No. 655042 10 9 Schedule 13D Page 2 of 10
<TABLE>
<S> <C> <C>
(1) Name of Reporting Person The Samuel Roberts Noble Foundation, Inc.
S.S. or I.R.S. Identification 73-0606209
No. of Above Person
(2) Check the Appropriate Box if a (a) [ ]
Member of a Group (See Instructions) (b) [ ]
(3) SEC Use Only
(4) Source of Funds (See Instructions) OO (See Item 3)
(5) Check Box if Disclosure of Legal [ ]
Proceedings is Required Pursuant
to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Oklahoma
Number of (7) Sole Voting 5,474,639
Power
Shares
(8) Shared Voting
Beneficially Power
Owned by Each (9) Sole Dispositive 5,474,639
Power
Reporting
(10) Shared Disposite
Person with: Power
(11) Aggregate Amount Beneficially Owned 5,474,639
by Each Reporting Person
(12) Check Box if the Aggregate Amount in [ ]
Row (11) Excludes Certain Shares (See
Instructions)
(13) Percent of Class Represented by 7.0%
Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
</TABLE>
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CUSIP No. 655042 10 9 Schedule 13D Page 3 of 10
THIS AMENDMENT NO. 3 TO SCHEDULE 13D amends and restates the items to
this Schedule 13D in their entirety to read as follows:
ITEM 1. SECURITY AND ISSUER
This statement relates to common stock, par value $.10 per share (the
"Common Stock"), of Noble Drilling Corporation, a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is
Noble Drilling Corporation, 10370 Richmond Avenue, Suite 400, Houston, Texas
77042.
ITEM 2. IDENTITY AND BACKGROUND
Item 2(a), (b) and (c)
This statement is filed by The Samuel Roberts Noble Foundation, Inc.
(the "Foundation"), an Oklahoma charitable corporation. The Foundation is
engaged in basic plant biology research and agricultural research,
demonstration, and consultation and maintains its principal business office at
2510 Sam Noble Parkway, Ardmore, Oklahoma 73401. The business and affairs of
the Foundation are managed by its Board of Trustees.
For information with respect to the identity and background of each
executive officer or trustee of the Foundation, see Schedule I attached hereto.
Item 2(d)
During the last five years, neither the Foundation nor, to the best of
its knowledge, any of its trustees or executive officers has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
Item 2(e)
During the last five years, neither the Foundation nor, to the best of
its knowledge, any of its trustees or executive officers was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree, or
final order enjoining future violations of, or prohibiting or mandating
activities subject to federal or state securities laws or finding any violation
with respect to such laws.
Item 2(f)
All the executive officers and trustees of the Foundation are U.S.
citizens.
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CUSIP No. 655042 10 9 Schedule 13D Page 4 of 10
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As explained below in this Item, no consideration was used in the
acquisition of the shares of Common Stock beneficially owned by the Foundation.
Prior to October 1, 1985, the Issuer was a wholly-owned subsidiary of
Noble Affiliates, Inc. ("NAI"). Effective as of such date and pursuant to
shareholder approval obtained at NAI's 1985 annual meeting, all the outstanding
Common Stock was distributed to shareholders of NAI in a tax-free spinoff (the
"Spinoff"). At such time, the Foundation, a shareholder of NAI, received
3,715,785 shares of Common Stock. In connection with the Spinoff, NAI and the
Issuer entered into a note agreement (the "Note") pursuant to which the Issuer
issued its note to NAI in settlement of certain existing intercompany advances
from NAI to the Issuer. On February 24, 1987, NAI and the Issuer entered into
an agreement (the "Agreement") whereby the Issuer issued and delivered
5,112,782 shares of Common Stock to NAI in exchange for the Note, and NAI
immediately distributed the 5,112,782 shares pro rata to its shareholders as a
dividend. The Agreement was approved by NAI's shareholders at the 1987 annual
meeting of NAI, and the distribution was effected on June 23, 1987. The
Foundation received 1,736,416 shares of Common Stock in the distribution.
Pursuant to the terms of a merger with the Vivian Bilby Noble Foundation, Inc.,
effective June 30, 1992, the Foundation acquired, by transfer at no cost, 7,336
shares of Common Stock. On October 12, 1994, the Foundation acquired by gift
15,102 shares of Common Stock.
If a trustee or an executive officer of the Foundation was a
beneficial owner of shares of common stock of NAI on the record date for
determining shareholders entitled to receive the Spinoff-distribution or the
above-described dividend, respectively, then such person would have received
shares of Common Stock on a pro rata basis.
ITEM 4. PURPOSE OF TRANSACTION
The shares of Common Stock beneficially owned by the Foundation were
received in the Spinoff, the dividend, the merger and the gift described in
Item 3. These shares have at all times been held, and are currently being
held, by the Foundation for investment purposes.
On September 23, 1994, the Issuer filed a Form 8-K with the Securities
and Exchange Commission reporting that (i) the merger of Chiles Offshore
Corporation with and into a subsidiary of the Issuer was consummated on
September 15, 1994 and (ii) the Issuer would, in connection with the merger,
issue in exchange for shares of Chiles common stock up to approximately
28,599,000 shares of Common Stock. On November 14, 1994, the Issuer filed its
Form 10-Q for the quarter ended September 30, 1994 with the Securities and
Exchange Commission in which the Issuer reported that the number of shares of
Common Stock outstanding as of November 10, 1994 was 77,811,401. As a result
of this merger, and the resulting issuance of shares of Common Stock by the
Issuer, the percentage of the Common Stock beneficially
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CUSIP No. 655042 10 9 Schedule 13D Page 5 of 10
owned by the Foundation has decreased to approximately 7.0% (based on the
77,811,401 shares of Common Stock outstanding as reported by the Issuer).
To the best of the Foundation's knowledge, all shares of Common Stock
received by executive officers or trustees of the Foundation in the Spinoff or
the dividend described in Item 3 have at all times been held by them
respectively for investment purposes.
The Foundation does not have any plans or proposals which may relate
to or would result in the types of transactions set forth in subparagraphs (a)
through (j) of Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(a) and (b)
The Foundation: The Foundation beneficially owns 5,474,639 shares
(approximately 7.0% of the outstanding shares) of the Common Stock. All shares
are directly held with sole voting and disposition power.
The Trustees are:
Mary Jane Noble: Ms. Noble beneficially owns 104,079 shares (approximately
0.1% of the outstanding shares) of the Common Stock. 99,259 of said 104,079
shares are owned by Ms. Noble, in her capacity as Trustee of the Sam Noble
Trust. The remaining 4,820 shares of the Common Stock are directly held with
sole voting and disposition power.
John F. Snodgrass: Mr. Snodgrass beneficially owns 57,623 shares
(approximately 0.1% of the outstanding shares) of the Common Stock. The 57,623
shares include 55,000 shares attributable to shares of Common Stock not
outstanding but subject to currently exercisable options. The remaining 2,623
shares of the Common Stock are directly held with sole voting and disposition
power.
Michael A. Cawley: Mr. Cawley beneficially owns 66,183 shares (approximately
0.1% of the outstanding shares) of the Common Stock. The 66,183 shares include
65,000 shares attributable to shares of Common Stock not outstanding but
subject to currently exercisable options. The remaining 1,183 shares of the
Common Stock are directly held with sole voting and disposition power.
David R. Brown: Dr. Brown beneficially owns 87,081 shares (approximately 0.1%
of the outstanding shares) of the Common Stock. The 87,081 shares include
23,845 shares attributable to shares of Common Stock not outstanding but
subject to currently convertible preferred stock of the Issuer, as described
below. 58,842 of said 87,081 shares are owned directly by a family limited
liability company with respect to which Dr. Brown exercises shared voting and
disposition power. 4,394 of said 87,081 shares are owned by Dr. Brown in his
capacity as a co-trustee.
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CUSIP No. 655042 10 9 Schedule 13D Page 6 of 10
Additionally, Dr. Brown beneficially owns 4,400 shares of $2.25 Convertible
Exchangeable Preferred Stock ("Preferred Stock") of the Issuer. 4,000 of said
shares are owned directly by the above-mentioned family limited liability
company; 400 of said shares are owned by Dr. Brown in his capacity as a
trustee.
Ann Noble Brown: Ms. Brown beneficially owns 80,519 shares (approximately 0.1%
of the outstanding shares) of the Common Stock. The 80,519 shares include
21,677 shares attributable to shares of Common Stock not outstanding but
subject to currently convertible Preferred Stock, as described below. 58,842
of said 80,519 shares are owned directly by a family limited liability company
with respect to which Ms. Brown exercises shared voting and disposition power.
Additionally, Ms. Brown beneficially owns 4,000 shares of Preferred Stock, all
of which are owned directly by the above-mentioned family limited liability
company.
Vivian Noble DuBose: Ms. DuBose beneficially owns 9,103 shares (representing
less than 0.1% of the outstanding shares) of the Common Stock. All shares are
directly held with sole voting and disposition power.
E.E. Noble: Mr. Noble beneficially owns 8,906 shares (representing less than
0.1% of the outstanding shares) of the Common Stock. All shares are directly
held with sole voting and disposition power.
Russell Noble: Mr. Noble beneficially owns 9,222 shares (representing less
than 0.1% of the outstanding shares) of the Common Stock. All shares are
directly held with sole voting and disposition power.
Bill Goddard: Mr. Goddard beneficially owns 108 shares (representing less than
0.1% of the outstanding shares) of the Common Stock. All shares are directly
held with sole voting and disposition power.
The Executive Officers are:
Michael A. Cawley: Mr. Cawley's beneficial ownership of the Common Stock is
set forth above in this Item 5 and is incorporated herein by reference.
Larry A. Pulliam: Mr. Pulliam does not beneficially own any shares of the
Common Stock.
Elizabeth A. Aldridge: Ms. Aldridge does not beneficially own any shares of
the Common Stock.
Robert S. Geurin: Mr. Geurin does not beneficially own any shares of the
Common Stock.
Except as disclosed in this Item 5(a) and (b), neither the Foundation nor, to
the best of its knowledge, any of its executive officers or trustees,
beneficially owns any shares of the Common Stock or has a right to acquire any
shares of the Common Stock.
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CUSIP No. 655042 10 9 Schedule 13D Page 7 of 10
Under the rules and regulations of the Securities and Exchange
Commission, the 5,474,639 shares beneficially owned by the Foundation are
deemed to be "beneficially owned" by the trustees of the Foundation, because
they possess shared voting power and investment power with respect thereto. The
beneficial ownership reported in this item 5(a) and (b) for the trustees of the
Foundation does not include the 5,474,639 shares beneficially owned by the
Foundation.
Item 5(c)
Neither the Foundation nor, to the best of its knowledge, any of its
executive officers or trustees, has effected any transaction in the Common
Stock during the past sixty days.
Item 5(d)
No person other than the Foundation has the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Common Stock beneficially owned by the Foundation.
Item 5(e)
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Except as set forth below in this Item 6, neither the Foundation nor,
to the best of its knowledge, any of its executive officers or trustees, has
any contracts, arrangements, understandings or relationships (legal or
otherwise) with any person with respect to any securities of the Issuer.
Michael A. Cawley, a director of the Issuer, is also the president and
chief executive officer and a trustee of the Foundation.
John F. Snodgrass, a director of the Issuer, is also the president
emeritus and a trustee of the Foundation.
Messrs. Cawley and Snodgrass, as directors of the Issuer, participate
in the non-employee director stock option plan of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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CUSIP No. 655042 10 9 Schedule 13D Page 8 of 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
THE SAMUEL ROBERTS NOBLE
FOUNDATION, INC.
Dated: February 8, 1995 By: /S/ MICHAEL A. CAWLEY
-----------------------------
Michael A. Cawley
President and Chief
Executive Officer
<PAGE> 9
CUSIP No. 655042 10 9 Schedule 13D Page 9 of 10
SCHEDULE I TO SCHEDULE 13D
Filed by The Samuel Roberts Noble Foundation, Inc. ("Foundation")
With Respect to Noble Drilling Corporation ("Issuer")
<TABLE>
<CAPTION>
TRUSTEE
-------
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
<S> <C> <C>
Ann Noble Brown DAB Oil Homemaker
100 West Wilshire,
Suite C3
Oklahoma City, OK 73116
David R. Brown DAB Oil Private Investor
100 West Wilshire,
Suite C3
Oklahoma City, OK 73116
Michael A. Cawley The Samuel Roberts President and Chief Executive
Noble Foundation, Inc. Officer and Trustee of the
P.O. Box 2180 Foundation and Director of
Ardmore, OK 73402 the Issuer
Vivian Noble DuBose P.O. Box 18651 Private investor
Atlanta, GA 30326
Bill Goddard Goddard Investment Co. President, Goddard
P.O. Box 1485 Investment Co.
Ardmore, OK 73402
Russell Noble P.O. Box 1486 Rancher/Oil and gas
Ardmore, OK 73402
Canada
E.E. Noble P.O. Box 18651 Private investor
Atlanta, GA 30326
Mary Jane Noble P.O. Box 1486 Homemaker
Ardmore, OK 73402
</TABLE>
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CUSIP No. 655042 10 9 Schedule 13D Page 10 of 10
TRUSTEES (Continued)
--------
<TABLE>
<CAPTION>
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
<S> <C> <C>
John F. Snodgrass The Samuel Roberts President Emeritus and
Noble Foundation, Inc. Trustee of the Foundation
P.O. Box 2180 and Director of the Issuer
Ardmore, OK 73402
</TABLE>
<TABLE>
<CAPTION>
EXECUTIVE OFFICERS
------------------
PRESENT PRESENT
NAME BUSINESS ADDRESS PRINCIPAL OCCUPATION
- ---- ---------------- --------------------
<S> <C> <C>
Michael A. Cawley The Samuel Roberts President and Chief
Noble Foundation, Inc. Executive Officer and
P.O. Box 2180 Trustee of the Foundation
Ardmore, OK 73402 and Director of the Issuer
Larry A. Pulliam The Samuel Roberts Chief Financial Officer,
Noble Foundation, Inc. Senior Vice President
P.O. Box 2180 and Treasurer
Ardmore, OK 73402 of the Foundation
Elizabeth A. Aldridge The Samuel Roberts Secretary of the
Noble Foundation, Inc. Foundation
P.O. Box 2180
Ardmore, OK 73402
Robert S. Geurin The Samuel Roberts Assistant Secretary
Noble Foundation, Inc. - Treasurer of the
P.O. Box 2180 Foundation
Ardmore, OK 73402
</TABLE>
