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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. 1)
NOBLE DRILLING CORPORATION
(Name of Issuer)
Common Stock
(Title of Class of Securities)
655042-10-9
(CUSIP Number)
Ms. Julie J. Robertson
10370 Richmond Avenue - Suite 400
Houston, Texas 77042
(713) 974-3131
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 1, 1995
(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 the statement ( ).
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CUSIP No. 655042-10-9
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<CAPTION>
SCHEDULE 13D
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
P.A.J.W. Corporation (52-1483895)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8,326,690
OWNED BY EACH
REPORTING
PERSON WITH
8 SHARED VOTING POWER
None
9 SOLE DISPOSITIVE POWER
8,326,690
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CUSIP No. 655042-10-9
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,326,690
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.8%
14 TYPE OF REPORTING PERSON
OO
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CUSIP No. 655042-10-9
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gordon P. Getty
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
7 SOLE VOTING POWER
NUMBER OF
SHARES 8,326,690*
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
REPORTING
PERSON WITH 250,000**
9 SOLE DISPOSITIVE POWER
8,326,690*
10 SHARED DISPOSITIVE POWER
250,000**
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CUSIP No. 655042-10-9
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,576,690
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON
IN
* Includes 8,326,690 shares owned by P.A.J.W. Corporation, of which Mr. Getty is the sole shareholder.
** Includes 250,000 shares owned by the Ann and Gordon Getty Foundation, of which Mr. Getty is a director.
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CUSIP No. 655042-10-9
SCHEDULE 13D
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Ann and Gordon Getty Foundation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ( )
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY EACH None
REPORTING
PERSON WITH
8 SHARED VOTING POWER
250,000
9 SOLE DISPOSITIVE POWER
None
10 SHARED DISPOSITIVE POWER
250,000
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CUSIP No. 655042-10-9
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
14 TYPE OF REPORTING PERSON
OO
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CUSIP No. 655042-10-9
Statement on Schedule 13D
This statement amends and supplements the Schedule 13D ("Original
Statement") of P.A.J.W. Corporation, a Delaware Corporation ("P.A.J.W.")
and Messrs. Gordon P. Getty and Marc E. Leland filed with the Securities
and Exchange Commission on September 26, 1994 with respect to the
beneficial ownership by such persons of shares of common stock, $.10 par
value per share ("Common Stock"), of Noble Drilling Corporation, a
Delaware corporation (the "Issuer").
To the extent that any information is provided herein with
respect to the Issuer, such information is provided to the knowledge of
P.A.J.W., Mr. Getty and The Ann and Gordon Getty Foundation ("Getty
Foundation").
Item 1. Security and Issuer.
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This amended Schedule 13D relates to shares of the Common Stock,
$.10 par value per share, of Noble Drilling Corporation, a Delaware
corporation. The address of the Issuer's principal executive offices is
10370 Richmond Avenue, Suite 400, Houston, Texas 77042.
Item 2. Identity and Background.
------ -----------------------
This amended statement ("Amended Statement") is being filed
jointly by P.A.J.W., Mr. Getty and the Getty Foundation. Effective
January 1, 1995, Marc E. Leland was no longer an executive officer or
director of P.A.J.W.
(a) P.A.J.W. is a corporation organized under the laws of the
State of Delaware that is in the business of providing
financing to and making various in investments in the oil
and gas. P.A.J.W. has its business address and principal
business office at One Embarcadero Center, Suite 1050,
San Francisco, California 94111. The directors of
P.A.J.W. are William A. Newsom, Henry P. Winetsky and
John Mallen.
(b) Mr. Getty is the sole shareholder of P.A.J.W. and is a
director of the Getty Foundation. He is a citizen of the
United States, his principal business address is One
Embarcadero Center, Suite 1050, San Francisco, California
94111, and his principal business is investing personal
assets.
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CUSIP No. 655042-10-9
(c) The Getty Foundation, a not for profit corporation
organized under the laws of the State of California, was
established as a private foundation. The business
address of the Getty Foundation is One Embarcadero
Center, Suite 1050, San Francisco, California 94111. The
directors of the Getty Foundation are Gordon P. Getty,
Lisa Delan, William A. Newsom and Henry P. Winetsky.
During the past five years, none of the foregoing parties has (a) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) been 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 violations
with respect to such laws.
Attached as Schedules I and II hereto and incorporated by
reference herein are lists of the executive officers, directors and
stockholders of P.A.J.W. and the directors of the Getty Foundation, as
well as the present principal occupation or employment of each person
listed therein and the name, principal business and address of any
corporation or other organization in which such employment is conducted.
Item 3. Source and Amount of Funds or Other Consideration.
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On September 15, 1994, a wholly-owned subsidiary of the Issuer
merged with Chiles Offshore Corporation ("Chiles") (the "Merger"),
pursuant to an Agreement and Plan of Merger dated as of June 13, 1994 (the
"Merger Agreement"). Pursuant to the terms of the Merger, the 11,535,587
shares of Chiles common stock held by P.A.J.W. at the effective time of
the Merger, were exchanged for an aggregate of 8,651,690 shares of the
Common Stock of the Issuer. The issuance of such shares was registered
under the Securities Act of 1933 by means of a Registration Statement on
Form S-4 filed by the Issuer. The shares of Chiles held by P.A.J.W. prior
to the Merger had been acquired in a series of investments from 1987 to
1992.
Item 4. Purpose of Transaction.
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The acquisition of the Common Stock by P.A.J.W. was made for
investment purposes only, with no intent of causing a change in the board
of directors or management of the Issuer. None of
P.A.J.W., Mr. Getty or the Getty Foundation has any present plans or
proposals that relate to or would result in or cause:
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CUSIP No. 655042-10-9
(a) the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the
Issuer;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or
any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) any change in the present board of directors or
management of the Issuer, including any plans or
proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) any material change in the present capitalization or
dividend policy of the Issuer;
(f) any other material change in the Issuer's business or
corporate structure;
(g) changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(h) a class of securities of the Issuer being de-listed from
a national securities exchange or to cease to be
authorized to be quoted in an interdealer quotation
system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Act of 1933; or
(j) any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) According to the Issuer, there were 122,323,443
shares of Common Stock outstanding as of November 11, 1996. P.A.J.W.
currently owns beneficially 8,326,690 shares of the Company's Common
Stock, representing 6.8% of the outstanding Common Stock. The Getty
Foundation directly owns 250,000 shares of Common Stock of the Issuer,
representing 0.2% of the outstanding Common Stock.
Mr. Getty does not directly own any Common Stock of the Issuer.
However, because Mr. Getty is the sole shareholder of P.A.J.W. and is a
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CUSIP No. 655042-10-9
director of the Getty Foundation, Mr. Getty may be deemed to own benefi-
cially the 8,326,690 shares of Common Stock held by P.A.J.W. and the
250,000 shares of Common Stock held by the Getty Foundation (representing
6.8% and 0.2%, respectively, of the outstanding Common Stock) as described
above.
(b) P.A.J.W. has sole voting and dispositive power with
respect to the shares of the Issuer's Common Stock held by it. The Getty
Foundation shares with Mr. Getty voting and dispositive power over the
250,000 shares of the Issuer that the Getty Foundation owns directly. As
described above, Mr. Getty may also be deemed to have sole voting and
dispositive power with respect to the shares owned by P.A.J.W.
(c) At the time of the filing date of the Original Statement,
P.A.J.W. owned 8,651,690 shares of the Issuer. On October 31, 1996,
P.A.J.W. sold 75,000 shares of the Issuer in open market transactions and
on November 14, 1996, P.A.J.W. transferred 250,000 shares of the Issuer to
the Getty Foundation as a gift.
(d) Except as set forth in this Amended Statement, no other
person is known to have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of the securities
of the Issuer that are owned beneficially by the reporting persons.
(e) Item 5(e) is not applicable to this Amended Statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
-------------------------------------------------------------
In accordance with the Merger Agreement, on September 15, 1994,
P.A.J.W. and the Issuer entered a Registration Rights Agreement granting
P.A.J.W. certain rights to cause the Issuer to register for sale under the
Securities Act of 1933 the shares of Common Stock acquired by P.A.J.W. in
the Merger, and certain rights to include such shares in any registration
effected by the Issuer with respect to the Issuer's Common Stock. The
Registration Rights Agreement will expire on September 15, 1999, and,
subject to certain limitations, entitles P.A.J.W. to two "demand"
registration and unlimited "piggyback" registrations as described above.
Generally, the Registration Rights Agreement provides that expenses
incurred in connection with a demand registration will be borne by
P.A.J.W., and expenses incurred in connection with a piggyback registra-
tion, other than underwriting discounts and commissions applicable to
shares sold by P.A.J.W., will be borne by the Issuer. A copy of the
Registration Rights Agreement was previously filed as an exhibit to the
Original Statement, and its terms are incorporate herein by reference.
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CUSIP No. 655042-10-9
Mr. Leland is no longer associated with P.A.J.W. Accordingly, the
Joint Filing Agreement executed as of September 21, 1994 was terminated on
November 19, 1996.
Item 7. Material to be filed as Exhibits.
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(a) Joint Filing Agreement dated as of November 20, 1996.
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CUSIP No. 655042-10-9
Schedule I
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William A. Newsom Trust Administrator, The Getty Trusts, engaged in
private investment activities. President and a
director of P.A.J.W. Mr. Newsom's business address
is 3717 Buchanan Street, Second Floor, San
Francisco, California 94123.
Henry P. Winetsky General Counsel, Valejo Company; engaged in private
investment activities. Secretary and Treasurer and
a director of P.A.J.W. Mr. Winetsky's business
address is One Embarcadero Center, Suite 1050, San
Francisco, California 94111.
John Mallen Attorney, Mallen & Cabrinha, 12901 Saratoga Avenue,
Suite 2, Saratoga, California 95070. Vice President
and a director of P.A.J.W.
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CUSIP No. 655042-10-9
Schedule II
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Gordon P. Getty Self-employed; investor, engaged in private
investment activities. Director of the Getty
Foundation. Mr. Getty's business address is One
Embarcadero Center, Suite 1050, San Francisco,
California 94111.
Lisa Delan Managing Director, Rork Music; engaged in publishing
music and arranging performances. Director of the
Getty Foundation. Ms. Delan's business address is One
Embarcadero Center, Suite 1050, San Francisco,
California 94111.
William A. Newsom Trust Administrator, The Getty Trusts, engaged in
private investment activities. Director of the Getty
Foundation. Mr. Newsom's business address is 3717
Buchanan Street, Second Floor, San Francisco,
California 94123.
Henry P. Winetsky General Counsel, Valejo Company; engaged in private
investment activities. Director of the Getty
Foundation. Mr. Winetsky's business address is One
Embarcadero Center, Suite 1050, San Francisco,
California 94111.
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CUSIP No. 655042-10-9
SIGNATURES
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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.
Date: November 20, 1996
P.A.J.W. CORPORATION
By: /s/ Henry P. Winetsky
------------------------
Henry P. Winetsky
GORDON P. GETTY
/s/ Gordon P. Getty
------------------------
Gordon P. Getty
THE ANN AND GORDON GETTY FOUNDATION
By: /s/ William A. Newsom
--------------------------
William A. Newsom
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CUSIP No. 655042-10-9
EXHIBIT INDEX
Exhibit
(a) Joint Filing Agreement dated as of November 20, 1996.
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CUSIP No. 655042-10-9
Exhibit (a)
JOINT FILING AGREEMENT
The undersigned each agree that (i) the Amended Statement on
Schedule 13D relating to the Common Stock, $.10 par value, of Noble
Drilling Corporation is adopted and filed on behalf of each of them, (ii)
all future amendments to such Statement on Schedule 13D will, unless
written notice to the contrary is delivered as described below, be jointly
filed on behalf of each of them, and (iii) the provisions of Rule 13d-
(f)(1) under the Securities Exchange Act of 1934 apply to each of them.
This Amended Agreement may be terminated with respect to the obligation to
jointly file future amendments to such Amended Statement on Schedule 13D
as to any of the undersigned upon such person giving written notice
thereof to each of the other persons signatory hereto, at the principal
office thereof.
EXECUTED as of November 20, 1996.
P.A.J.W. CORPORATION
By: /s/ Henry P. Winetsky
------------------------
Henry P. Winetsky
GORDON P. GETTY
/s/ Gordon P. Getty
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Gordon P. Getty
THE ANN AND GORDON GETTY FOUNDATION
By: /s/ William A. Newsom
--------------------------
William A. Newsom
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