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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)
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)
July 1, 1996
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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 3
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<CAPTION>
CUSIP No. 655042 10 9 Schedule 13D Page 2 of 3
<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 Dispositive
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 4.5%
Amount in Row (11)
(14) Type of Reporting Person (See CO
Instructions)
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CUSIP No. 655042 10 9 Schedule 13D Page 3 of 3
THIS AMENDMENT NO. 4 TO SCHEDULE 13D amends item 5(e) to this Schedule
13D in its entirety to read as follows:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5(e)
On July 16, 1996, the Issuer filed a Current Report on Form 8-K (Date
of Report: July 1, 1996) with the Securities and Exchange Commission reporting,
among other things, that, in connection with the closing of the acquisition
therein reported, the Issuer closed its public offering of 21,850,000 shares of
Common Stock on July 1, 1996. The Form 10-Q for the quarter ended June 30,
1996 of the Issuer states that there were 121,849,988 shares of Common Stock
outstanding as of August 12, 1996. Accordingly, although the Foundation has
not sold or otherwise disposed of any of the 5,474,639 shares of Common Stock
heretofore reported as beneficially owned by it, on the basis of the foregoing,
the Foundation has ceased to be the beneficial owner of more than five percent
of the Common Stock.
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: September 19, 1996 By: /S/ MICHAEL A. CAWLEY
-------------------------
Michael A. Cawley
President and Chief
Executive Officer
