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As filed with the Securities and Exchange Commission on July 14, 1995
Registration No. 33-59269
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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NOBLE DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-0374541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10370 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77042
(713) 974-3131
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
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JAMES C. DAY
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
NOBLE DRILLING CORPORATION
10370 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77042
(713) 974-3131
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
ROBERT D. CAMPBELL WILLIAM P. ROGERS, JR.
Thompson & Knight, P.C. Cravath, Swaine & Moore
1700 Pacific Avenue, Suite 3300 Worldwide Plaza
Dallas, Texas 75201 825 Eighth Avenue
(214) 969-1700 New York, New York 10019
(212) 474-1000
THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT SHALL
HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES
ACT OF 1933.
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DEREGISTRATION OF SECURITIES
On May 12, 1995, Noble Drilling Corporation (the "Company") called for
redemption on June 1, 1995 (the "Redemption Date") all shares of its $2.25
Convertible Exchangeable Preferred Stock, par value $1.00 per share (the "$2.25
Preferred Shares"), outstanding at that date at a redemption price of $26.575
per share in cash plus an amount equal to all unpaid dividends accrued thereon
from April 1, 1995 through the Redemption Date of $0.38125 per share, for a
total redemption price of $26.95625 per share (the "Redemption Price").
Prior to 5:00 p.m., Central Daylight Savings Time, on May 31, 1995 (the
"Final Conversion Date"), holders of $2.25 Preferred Shares, as an alternative
to redemption, were entitled to convert their $2.25 Preferred Shares into
shares of common stock, par value $.10 per share ("Common Stock"), of the
Company at a rate of 5.41946 shares of Common Stock per $2.25 Preferred Share.
In addition, the Company arranged for Salomon Brothers Inc (the "Purchaser") to
purchase, at a flat price of $27.10 per $2.25 Preferred Share, any $2.25
Preferred Shares properly tendered to it prior to 5:00 p.m., Central Daylight
Savings Time, on the Final Conversion Date, and to convert such purchased
shares into Common Stock. The Company also arranged for the Purchaser to
purchase from the Company such number of shares of Common Stock as would have
been issuable upon conversion of such of the $2.25 Preferred Shares as were not
surrendered for conversion prior to 5:00 p.m., Central Daylight Savings Time,
on the Final Conversion Date. Pursuant to Registration Statement on Form S-3
(No. 33-59269) (the "Registration Statement"), which became effective on May
12, 1995, the Company registered the sale from time to time by the Purchaser of
a maximum of 11,192,474 shares of Common Stock that could have been acquired by
the Purchaser either (i) upon conversion of $2.25 Preferred Shares or (ii)
under the standby arrangements described in the Prospectus included in the
Registration Statement.
Of the 2,065,238 $2.25 Preferred Shares outstanding on May 12, 1995,
2,062,537 shares (including 20,050 shares tendered for sale to the Purchaser)
were surrendered for conversion into Common Stock of the Company, and 2,701
shares were redeemed by the Company at the Redemption Price. The Purchaser
acquired 108,660 shares of Common Stock upon conversion of $2.25 Preferred
Shares and 14,637 shares of Common Stock under its standby arrangements with
the Company, aggregating a total of 123,297 shares of Common Stock. The
Company has been advised by the Purchaser that the Purchaser has sold all
123,297 shares of Common Stock.
Pursuant to the undertakings of the Company set forth in Part II of the
Registration Statement, the Company hereby files this Post-Effective Amendment
No. 1 to the Registration Statement and respectfully requests deregistration of
11,069,177 shares of Common Stock of the Company covered by the Registration
Statement, which represents the number of shares registered pursuant to the
Registration Statement, less the 123,297 shares of Common Stock heretofore sold
by the Purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on the 14th day of
July, 1995.
NOBLE DRILLING CORPORATION
By /s/ JAMES C. DAY
---------------------------------
James C. Day, Chairman, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
below by the following persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JAMES C. DAY Chairman, President and Chief July 14, 1995
--------------------------------------- Executive Officer and Director
James C. Day (Principal Executive Officer)
/s/ BYRON L. WELLIVER Senior Vice President--Finance, July 14, 1995
--------------------------------------- Treasurer and Controller
Byron L. Welliver (Principal Financial and
Accounting Officer)
/s/ MICHAEL A. CAWLEY* Director
---------------------------------------
Michael A. Cawley
/s/ LAWRENCE J. CHAZEN* Director
---------------------------------------
Lawrence J. Chazen
/s/ TOMMY C. CRAIGHEAD* Director
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Tommy C. Craighead
Director
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James L. Fishel
/s/ JOHNNIE W. HOFFMAN* Director
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Johnnie W. Hoffman
/s/ MARC E. LELAND* Director
---------------------------------------
Marc E. Leland
/s/ JOHN F. SNODGRASS* Director
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John F. Snodgrass
/s/ BILL M. THOMPSON* Director
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Bill M. Thompson
*By /s/ BYRON L. WELLIVER July 14, 1995
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Byron L. Welliver
Attorney-in-Fact
</TABLE>
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