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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------
NOBLE DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C>
DELAWARE 73-0374541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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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)
---------------------
JAMES C. DAY
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
NOBLE DRILLING CORPORATION
10370 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77042
(713) 974-3131
(Address, including zip code, and telephone number, including
area code, of agent for service)
---------------------
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Copies to:
ROBERT D. CAMPBELL JAMES M. PRINCE
THOMPSON & KNIGHT, P.C. ANDREWS & KURTH L.L.P.
1700 PACIFIC AVENUE 4200 TEXAS COMMERCE TOWER
SUITE 3300 600 TRAVIS STREET
DALLAS, TEXAS 75201 HOUSTON, TEXAS 77002
(214) 969-1700 (713) 220-4200
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-02927
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF ADDITIONAL REGISTRATION FEE
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE (1)(2) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
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Common Stock, par value $.10 per share...... $24,923,000 $8,595
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(1) Includes shares of Common Stock issuable upon exercise of the Underwriters'
over-allotment options. Does not include shares of Common Stock having an
aggregate offering price of $259,127,344 registered pursuant to
Registration Statement No. 333-02927 as to which a registration fee of
$89,355 has been previously paid to the Commission.
(2) The Offering Price is based upon the actual price to the Underwriters
before Underwriters' discounts and commissions.
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EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) and
General Instruction IV of Form S-3, both promulgated under the Securities Act
of 1933, as amended. The contents of Registration Statement No. 333-02927,
including any prospectuses and prospectus supplements filed pursuant thereto
in accordance with Rule 424 promulgated under such Act, are hereby incorporated
herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 25th day of June,
1996.
NOBLE DRILLING CORPORATION
By /s/ BYRON L. WELLIVER
-------------------------------------
Byron L. Welliver
Senior Vice President -- Finance,
Treasurer and Controller
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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SIGNATURE TITLE DATE
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/s/ JAMES C. DAY* Chairman, President and Chief
- -------------------------------------------- Executive Officer and
James C. Day Director (Principal
Executive Officer)
/s/ BYRON L. WELLIVER Senior Vice President -- Finance, June 25, 1996
- -------------------------------------------- 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
- --------------------------------------------
Tommy C. Craighead
/s/ JAMES L. FISHEL* Director
- --------------------------------------------
James L. Fishel
/s/ JOHNNIE W. HOFFMAN* Director
- --------------------------------------------
Johnnie W. Hoffman
/s/ MARC E. LELAND* Director
- --------------------------------------------
Marc E. Leland
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ BILL M. THOMPSON* Director
- --------------------------------------------
Bill M. Thompson
*By /s/ BYRON L. WELLIVER June 25, 1996
- --------------------------------------------
Byron L. Welliver
Attorney-in-fact
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<PAGE> 5
NOBLE DRILLING CORPORATION
INDEX TO EXHIBITS
NUMBER DESCRIPTION
1.1 Certificate of Registrant as to payment of additional registration
fee.
5.1 Opinion of Thompson & Knight, P.C.
23.1 Consent of Price Waterhouse LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of KPMG Accountants N.V.
23.4 Consent of Thompson & Knight, P.C. (contained in its opinion filed
as Exhibit 5.1).
24.1 Powers of Attorney (filed as Exhibit 24.1 to the Registrant's
Registration Statement on Form S-3 (No. 333-02927) and incorporated
herein by reference).
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EXHIBIT 1.1
CERTIFICATE OF
NOBLE DRILLING CORPORATION
AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE
Noble Drilling Corporation (the "Registrant") hereby certifies to the
Securities and Exchange Commission (the "Commission") that on June 25, 1996:
(i) The Registrant has instructed its bank to wire
transfer to the Commission the requisite filing fee of $8,595 due in
connection with the filing of its Registration Statement with the
Commission on June 25, 1996 pursuant to Rule 462(b) under the
Securities Act of 1933, as amended;
(ii) The Registrant will not revoke such instructions; and
(iii) The Registrant has sufficient funds in the account
from which the wiere transfer will originate to cover the amount of the
filing fee.
The Registrant hereby undertakes to confirm on June 26, 1996 that its
bank has received such instructions.
NOBLE DRILLING CORPORATION
By: /s/ BYRON L. WELLIVER
-----------------------------------
Byron L. Welliver
Senior Vice President -- Finance,
Treasurer and Controller
<PAGE> 1
EXHIBIT 5.1
June 25, 1996
Noble Drilling Corporation
10370 Richmond Avenue, Suite 400
Houston, Texas 77042
Dear Sirs:
We have acted as counsel for Noble Drilling Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of the Company's
abbreviated registration statement on Form S-3, as amended (the "Rule 462(b)
Registration Statement"), filed with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"). A proposed maximum aggregate offering price of $259,127,344 of Common
Stock (representing an aggregate of 19,932,847 shares) has heretofore been
registered under the Company's Registration Statement or Form S-3 (No.
333-02927) ("Registration Statement No. 333-02927"). Registration Statement No.
333-02927 and the Rule 462(b) Registration Statement relate to the proposed
offering of up to 21,850,000 shares of Common Stock, par value $.10 per share,
of the Company (including 2,850,000 shares subject to underwriters'
over-allotment options). The Rule 462(b) Registration Statement covers an
additional 1,917,153 shares of Common Stock (the "Rule 462(b) Shares"). The Rule
462(b) Shares and the shares of Common Stock covered under Registration
Statement No. 333-02927 are hereinafter referred to as the "Shares."
The Shares are proposed to be sold by the Company to a group of
underwriters (the "Underwriters"), for whom Merrill Lynch & Co., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Salomon Brothers Inc and Simmons & Company
International are acting as representatives, pursuant to and subject to the
terms and conditions of (i) a U.S. Purchase Agreement between the Company and
certain underwriters in the United States and Canada and (ii) an International
Purchase Agreement between the Company and certain underwriters outside the
United States and Canada (collectively, the "Purchase Agreements"), the forms of
which are filed as Exhibits 1.1(a) and 1.1(b), respectively, to the Registration
Statement.
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of the
Registration Statement, the form of the Purchase Agreements and such corporate
records of the Company, certificates of public officials and of officers of the
Company, and other agreements, instruments and documents as we have deemed
necessary to require as a basis for the opinions hereinafter expressed. Where
facts material to the opinions hereinafter expressed were not independently
established by us, we have relied upon the statements of officers of the
Company, where we deemed such reliance appropriate under the circumstances.
Based upon the foregoing and in reliance thereon, and subject to the
assumptions and qualifications hereinafter specified, it is our opinion that:
1. The Company has been duly incorporated and is validly existing
and in good standing under the laws of the State of Delaware.
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Noble Drilling Corporation
June 25, 1996
Page 2
2. The Shares have been duly authorized by the Company and when
issued and delivered against payment therefor as described in the prospectus
forming a part of the Registration Statement will be validly issued, fully paid
and nonassessable.
The opinions expressed above are limited by and subject to the
following qualifications:
(a) We are members of the Bar of the State of Texas only and do
not purport to be experts on the laws of any state or jurisdiction other than
the State of Texas and the United States. Insofar as the opinions expressed
herein relate to matters governed by Delaware law, we have relied solely upon a
reading of the applicable statutes and the corporate records of the Company and
certificates of public officials and officers of the Company referenced above
with respect to the opinions given herein.
(b) In rendering the opinions expressed herein, we have assumed
that no action heretofore taken by the Board of Directors of the Company in
connection with the matters described or referred to herein will be modified,
rescinded or withdrawn after the date hereof.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement and to the reference to us under the
caption "Legal Opinions" in the prospectus forming a part of the Registration
Statement. In giving this consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act or the rules or regulations of the Commission thereunder.
Respectfully submitted,
THOMPSON & KNIGHT,
A Professional Corporation
By: /s/ JOE DANNENMAIER
--------------------------------
Joe Dannenmaier, Attorney
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
January 31, 1996, except as to Note 16, which is as of March 13, 1996, appearing
on page 19 of Noble Drilling Corporation's Annual Report on Form 10-K for the
year ended December 31, 1995. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Houston, Texas
June 25, 1996
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report and to all references to our Firm included in or made a part of this
registration statement.
Arthur Andersen LLP
Houston, Texas
June 21, 1996
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
To the shareholder of Neddrill Holding B.V.
We consent to the use of our report dated February 15, 1996, with respect
to the consolidated balance sheets of Neddrill Holding B.V., and subsidiaries as
of December 31, 1995 and 1994 and the related consolidated statements of
operations, shareholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1995, which report is incorporated by
reference in the Form S-3 Registration Statement of Noble Drilling
Corporation dated June 25, 1996. We also consent to the reference to our firm
under the heading "Experts" in the prospectus of Noble Drilling Corporation.
KPMG Accountants N.V.
Rotterdam, The Netherlands
June 25, 1996
