<PAGE> 1
As filed with the Securities and Exchange Commission on December 24, 1997
Registration No. 333-
===============================================================================
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)
Delaware 73-0374541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<TABLE>
<S> <C>
James C. Day
10370 Richmond Avenue, Suite 400 Chairman, President and Chief Executive Officer
Houston, Texas 77042 10370 Richmond Avenue, Suite 400
(713) 974-3131 Houston, Texas 77042
(Address, including zip code, and (713) 974-3131
telephone number, including area code, (Name, address, including zip code, and telephone number,
of registrant's principal executive offices) including area code, of agent for service)
</TABLE>
------------------
Copies to:
Robert D. Campbell, Esq.
Thompson & Knight, P.C.
1700 Pacific Avenue, Suite 3300
Dallas, Texas 75201
(214) 969-1700
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
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. [ X ]
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. [ ]
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. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.10
PAR VALUE PER SHARE............. 252,000 SHARES $27.4375 $6,914,250 $2,040
PREFERRED STOCK
PURCHASE RIGHTS(2).............. -- -- -- --
================================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee, based on the average
of the high and low sale prices of the Common Stock on the New York Stock
Exchange on December 22, 1997.
(2) No additional fee is payable in respect of the Preferred Stock Purchase
Rights associated with shares of Common Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
===============================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION, DATED DECEMBER 24, 1997
PROSPECTUS
252,000 SHARES
NOBLE DRILLING CORPORATION
COMMON STOCK
--------------------
All the 252,000 shares (the "Shares") of Common Stock, par value $.10
per share ("Common Stock"), of Noble Drilling Corporation (the "Company")
offered hereby are being offered by and for the account of ___________, as
Trustee of the Noble Drilling International Inc. Share Appreciation Rights
Trust (the "Selling Stockholder"). Certain subsidiaries of the Company will
receive a portion of the proceeds from the sale of the Shares. See "Selling
Stockholder".
The Common Stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "NE". The last reported sale price of the Common Stock on the
NYSE on December 22, 1997 was $26.75 per share.
The Shares will be sold from time to time by the Selling Stockholder
through or to one or more broker-dealers in one or more transactions. Such
sales may be made on the NYSE or otherwise at prices and at terms related to
the then current market price, or in negotiated transactions. The Shares may be
sold by any one or more of the following methods: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the securities as agent,
but may position and resell a portion of a block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal, and resale by
such broker or dealer, for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (d) privately negotiated transactions. See "Plan of
Distribution".
The Company has agreed with the Selling Stockholder to register the
Shares offered hereby and to bear all fees and expenses incident to such
registration. See "Selling Stockholder". The Company intends to keep the
registration statement, of which this Prospectus is a part, effective during
the term of the Trust (as defined herein). See "Selling Stockholder" and "Plan
of Distribution".
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is ___________, 1997.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the office of the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well
as at the regional offices of the Commission at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such information can be
obtained by mail from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Additionally, the Commission maintains a web site that contains reports,
proxy statements and other information regarding registrants (including the
Company) that file electronically with the Commission. The address of the
Commission's web site is http://www.sec.gov. The Company's Common Stock is
listed on the NYSE and copies of reports, proxy statements and other
information concerning the Company also can be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form
S-3 (the "Registration Statement") filed by the Company with the Commission
under the Securities Act of 1933. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
Shares offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in each instance,
reference is made to a copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. Copies of the
Registration Statement and the exhibits thereto may be inspected, without
charge, at the offices of the Commission, or obtained at prescribed rates from
the Public Reference Section of the Commission at the address set forth above.
- 2 -
<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by the
Company (File No. 0-13857) are hereby incorporated by reference into this
Prospectus:
I. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
II. The Company's Current Report on Form 8-K dated March 22, 1997
(regarding sale of mat rig fleet);
III. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
IV. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997;
V. The Company's Current Report on Form 8-K dated September 3, 1997
(regarding amendment of stockholder rights plan);
VI. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997; and
VII. The description of the Common Stock contained in the
Registration Statement on Form 8-A of the Company heretofore
filed with the Commission, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Prospectus and prior to the filing of a post-effective amendment which
indicates that all Shares offered hereby have been sold or which deregisters
all Shares then remaining unsold, shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE
WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS INCORPORATED BY REFERENCE HEREIN (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH
DOCUMENTS). WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE COMPANY,
10370 RICHMOND AVENUE, SUITE 400, HOUSTON, TEXAS 77042, ATTENTION: BYRON L.
WELLIVER, SENIOR VICE PRESIDENT-FINANCE. TELEPHONE REQUESTS MAY BE DIRECTED TO
BYRON L. WELLIVER AT (713) 974-3131.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE
SPECIFICALLY OFFERED HEREBY OR OF ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO
ANY ONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE SUCH DATE.
- 3 -
<PAGE> 5
THE COMPANY
Noble Drilling Corporation is a leading provider of diversified
services for the oil and gas industry worldwide. The Company's activities
include offshore drilling services, turnkey drilling services and engineering
and production management services. The Company's drilling fleet is broadly
diversified, allowing it to work in a variety of operating conditions.
The Company was organized as a Delaware corporation in 1939. The
Company and its predecessors have been engaged in the contract drilling of oil
and gas wells for others domestically since 1921 and internationally during
various periods since 1939.
The Company's principal executive offices are located at 10370
Richmond Avenue, Suite 400, Houston, Texas 77042, and its telephone number is
(713) 974-3131.
SELLING STOCKHOLDER
On December ____, 1997, the Selling Stockholder entered into a Deed of
Trust (the "Trust Deed") with Noble Drilling International Inc., a wholly-owned
subsidiary of the Company ("NDII"), and certain subsidiaries of NDII (the
"Participating Subsidiaries"), pursuant to which the Selling Stockholder was
appointed trustee of the Noble Drilling International Inc. Share Appreciation
Rights Trust (the "Trust"). The Trust was established to fund the obligations
of the Participating Subsidiaries to make payments to employees of the
Participating Subsidiaries upon the exercise by such employees of share
appreciation rights ("SARs") issued to such employees by NDII under the Noble
Drilling International Inc. Share Appreciation Rights Plan (the "Plan"). Under
the Plan, an aggregate of 309,500 SARs were issued by NDII to employees of the
Participating Subsidiaries, of which 252,000 SARs were outstanding on the date
of establishment of the Trust. NDII established the Plan to provide employees
of the Participating Subsidiaries with an incentive compensation opportunity
based on appreciation in value of the Common Stock of the Company. Upon
exercise by an employee of an outstanding SAR, the employee is entitled to a
cash payment from the applicable Participating Subsidiary in an amount
determined by multiplying (i) the difference between the fair market value of a
share of Common Stock of the Company on the date of exercise of the SAR over
the award price of the SAR times (ii) the number of shares of Common Stock with
respect to which the SAR is exercised. All the outstanding SARs are currently
exercisable and expire on July 24, 2001. The award price of all the outstanding
SARs is $14.125.
Pursuant to the terms of the Trust Deed, on December ____, 1997, the
Company sold the Shares in a private placement to the Selling Stockholder for a
cash purchase price of $__________ per share, which price was equal to the fair
market value (as defined in the Plan) of a share of Common Stock of the Company
on such date, and concurrently therewith the Selling Stockholder assumed the
obligations of the Participating Subsidiaries under the Plan to make payments
to employees of the Participating Subsidiaries upon exercise of the outstanding
SARs. The cash used by the Selling Stockholder to purchase the Shares was
contributed to the Trust by the Participating Subsidiaries. The Trust Deed
provides that, as and when outstanding SARs are exercised by an employee, the
Selling Stockholder shall sell a number of Shares equal to the number of SARs
exercised and shall disburse the net proceeds from the sale of such Shares to
the applicable Participating Subsidiary as agent for the Selling Stockholder
(i) to pay to the employee an amount equal to the payment such employee is
entitled to receive under the Plan upon exercise of such SARs, (ii) to make any
tax withholding payments required as a result of such payment and (iii) to
retain the balance thereof for the benefit of such Participating Subsidiary.
The Trust Deed also provides that, if any Shares remain in the trust estate at
termination of the Trust because of the failure of an employee to exercise
outstanding SARs, the Selling Stockholder shall sell the remaining Shares and
the net proceeds of such sale shall be disbursed as follows: (i) an amount
equal to the award price of the unexercised SARs shall be distributed free of
trust to the applicable Participating Subsidiaries and (ii) the balance thereof
shall be distributed to the applicable Participating Subsidiaries to be held in
trust to pay their employees additional compensation for services rendered
and/or to make charitable contributions, as each such Participating Subsidiary
shall determine. The Trust will expire on July 31, 2001 or at such earlier time
as mutually agreed to by NDII and the Selling Stockholder.
NDII and the Participating Subsidiaries have agreed to pay the Selling
Stockholder compensation for its services as trustee of the Trust and to
reimburse it for its reasonable expenses incurred in connection therewith. NDII
and the Participating Subsidiaries have also agreed to indemnify the Selling
Stockholder for certain liabilities incurred by the Selling Stockholder in
connection with its duties and responsibilities as trustee of the Trust.
- 4 -
<PAGE> 6
PLAN OF DISTRIBUTION
The Shares will be sold from time to time by the Selling Stockholder
as and when outstanding SARs under the Plan are exercised and, if any Shares
remain in the Trust at such time, upon termination of the Trust. Such sales may
be made on the NYSE or otherwise at prices and at terms related to the then
current market price, or in negotiated transactions. The Shares may be sold by
any one or more of the following methods:
(a) a block trade in which the broker or dealer so engaged will
attempt to sell the securities as agent, but may position and resell a portion
of a block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal, and resale by such
broker or dealer, for its account pursuant to this Prospectus;
(c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and
(d) privately negotiated transactions.
The Selling Stockholder may effect such transactions by selling the
Shares through or to brokers or dealers, and such brokers or dealers will
receive compensation in the form of discounts or commissions from the Selling
Stockholder, and may receive commissions from the purchasers of the Shares for
whom they may act as agent (which discounts or commissions from the Selling
Stockholder or such purchasers will not exceed those customary in the types of
transactions involved).
The Company will pay all fees and expenses incident to the preparation
and filing of the Registration Statement and this Prospectus, including legal
and accounting fees and expenses. The Company intends to keep the Registration
Statement effective during the term of the Trust.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed upon for the
Company by Thompson & Knight, P.C., Dallas, Texas.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K of Noble Drilling Corporation for the year
ended December 31, 1996 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
- 5 -
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Except for the SEC registration fee, all expenses are estimated. All
such expenses will be paid by the Registrant.
<TABLE>
<S> <C>
SEC registration fee ................... $ 2,040
Accounting fees and expenses ........... 10,000
Legal fees and expenses ................ 7,500
Miscellaneous .......................... 5,000
Total ......................... $24,540
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation. Under Section 145 of the
General Corporation Law of the State of Delaware, the Registrant has the power
to indemnify its directors and officers, subject to certain limitations.
Reference is made to Article VI of the Bylaws of the Registrant, which
provides for indemnification of directors and officers of the Registrant under
certain circumstances.
The Registrant has entered into indemnity agreements with the
Registrant's directors and bylaw officers intended to provide for
indemnification to the fullest extent permitted by law.
Pursuant to the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Registrant limits the personal liability of
the directors of the Registrant to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty under certain circumstances.
The Registrant also maintains insurance to protect itself and its
directors, officers, employees and agents against expenses, liabilities and
losses incurred by such persons in connection with their service in the
foregoing capacities.
The foregoing summaries are necessarily subject to the complete text
of the statute, bylaw, agreement, certificate of incorporation and insurance
policy referred to above and are qualified in their entirety by reference
thereto.
ITEM 16. EXHIBITS.
The information required by this Item 16 is set forth in the Index to
Exhibits accompanying this Registration Statement.
ITEM 17. UNDERTAKINGS.
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
II-1
<PAGE> 8
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Request for acceleration of effective date.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 15
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-2
<PAGE> 9
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 23rd day of
December, 1997.
NOBLE DRILLING CORPORATION
(Registrant)
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
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Each person whose signature appears below constitutes and appoints
James C. Day and Byron L. Welliver, and each of them (with full power to each
of them to act alone), his true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities to sign on his behalf individually and in
each capacity stated below any amendment, including post-effective amendments,
to this Registration Statement and any Registration Statement (including any
amendment thereto) for this offering that is to be effective upon filing
pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents and either of them, or their substitutes, may
lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ James C. Day Chairman, President and Chief Executive December 23, 1997
- ----------------------------------------- Officer and Director
James C. Day (Principal Executive Officer)
/s/ Byron L. Welliver Senior Vice President - Finance, December 23, 1997
- ----------------------------------------- Treasurer and Controller (Principal
Byron L. Welliver Financial and Accounting Officer)
/s/ Michael A. Cawley Director December 23, 1997
- -----------------------------------------
Michael A. Cawley
Director December 23, 1997
- -----------------------------------------
Lawrence J. Chazen
/s/ Tommy C. Craighead Director December 23, 1997
- -----------------------------------------
Tommy C. Craighead
/s/ William J. Dore Director December 23, 1997
- -----------------------------------------
William J. Dore
/s/ James L. Fishel Director December 23, 1997
- -----------------------------------------
James L. Fishel
Director December 23, 1997
- -----------------------------------------
Marc E. Leland
</TABLE>
II-3
<PAGE> 10
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
5.1 Opinion of Thompson & Knight, A Professional Corporation, regarding
legality
23.1 Consent of Thompson & Knight, A Professional Corporation (contained
in its opinion filed as Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
24 Power of Attorney (a power of attorney pursuant to which amendments
to the Registration Statement may be filed is included on the
signature page hereof)
99.1 Form of Noble Drilling International Inc. Share Appreciation Rights
Trust
II-4
<PAGE> 1
EXHIBIT 5.1
(214) 969-1700
December 23, 1997
Noble Drilling Corporation
10370 Richmond Avenue
Suite 400
Houston, Texas 77042
Re: Form S-3 Registration Statement
Gentlemen:
We have acted as counsel for Noble Drilling Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of the
Company's Registration Statement on Form S-3 (the "Registration Statement"),
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"), covering the
proposed sale of up to 252,000 shares (the "Shares") of Common Stock, par value
$.10 per share, of the Company by the Selling Stockholder named therein (the
"Selling Stockholder"). The Shares are proposed to be sold by the Selling
Stockholder in the manner set forth in the Prospectus constituting Part I of
the Registration Statement under the caption "Plan of Distribution".
In connection with the foregoing, we have examined the originals or
copies, certified or otherwise authenticated to our satisfaction, of such
corporate records of the Company, certificates of public officials and other
instruments and documents as we have deemed necessary to require as a basis for
the opinion hereinafter expressed. As to questions of fact material to such
opinion, we have, where relevant facts are not independently established,
relied upon statements of officers of the Company.
On the basis of the foregoing and in reliance thereon, we advise you
that in our opinion the Shares to be sold by the Selling Stockholder pursuant
to the Registration Statement have been duly and validly authorized by the
Company and, when acquired by the Selling Stockholder as described in the
Registration Statement, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 of the Registration Statement and to the reference to us in the
Prospectus under the caption "Legal Matters". 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/ PAUL M. JOHNSTON
--------------------------
Paul M. Johnston
Attorney
<PAGE> 1
EXHIBIT 23.2
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 30, 1997, except as to Note 15, which is as of February 19, 1997
appearing on page 24 of Noble Drilling Corporation's Annual Report on Form 10-K
for the year ended December 31, 1996. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Houston, Texas
December 23, 1997
<PAGE> 1
EXHIBIT 99.1
NOBLE DRILLING INTERNATIONAL INC.
- AND -
[NOBLE JERSEY TRUSTEE]
TRUST DEED
OF THE
NOBLE DRILLING INTERNATIONAL INC.
SHARE APPRECIATION RIGHTS TRUST
PRICE WATERHOUSE
Southwark Towers
32 London Bridge Street
London
SE1 9SY
<PAGE> 2
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
CONTENTS
<TABLE>
<S> <C> <C>
1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.1 Specific Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1.2 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2. CLAUSE HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3. FUNDING, PURCHASE OF SHARES AND DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.1 Provision of Cash Contribution by the Participating Subsidiaries . . . . . . . . . . . . . . . . . . . 3
3.2 Covenant to Provide Additional Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.3 Use of Cash Contribution for the Acquisition of Shares . . . . . . . . . . . . . . . . . . . . . . . . 3
3.4 Distributions through SAR Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.5 Maintenance of Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.6 Dividend Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
4. TRUSTS AT THE EXPIRY OF THE TRUST PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. APPOINTMENT, RETIREMENT AND REMOVAL OF TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.1 Statutory Power Vested in Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.2 Power to Appoint Additional Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.3 Trustee Resident Outside Jersey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.4 Removal and Retirement of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
6. TRUSTEE CHARGING CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7. PROPER LAW FORUM AND PLACE OF ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.1 Proper Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.2 Change of Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
7.3 Change of Place of Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8. RIGHTS OF BENEFICIARIES DURING THE TRUST PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8.1 No Rights Against Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
8.2 No Contractual Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
8.3 No Right to Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
9. ALTERATIONS TO THIS DEED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
10. EXCLUSION OF COMPANY OR PARTICIPATING SUBSIDIARY AS BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . . 7
11. NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
11.1 Recommendations By Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
11.2 Notice to the Company or Participating Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . 7
11.3 Notice to the Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
11.4 Information Provided by the Company or Participating Subsidiaries . . . . . . . . . . . . . . . . . . 8
12. ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
13. PROTECTION OF TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
14. THE POWERS OF THE TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14.1 TO INVEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14.2 TO ENTER INTO AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14.3 TO VOTE AND EMPLOY NOMINEES AND CUSTODIANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14.4 TO CONCUR IN A WINDING UP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
14.5 TO TRANSFER TO THE TRUSTEES OF ANOTHER SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 10
14.6 TO PAY TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
14.7 TO DEDUCT TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
14.8 TO DELEGATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
14.9 PAYMENTS TO BENEFICIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
14.10 EXCLUSION OF APPORTIONMENT RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
</TABLE>
<PAGE> 3
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
14.11 PERSONAL INTERESTS OF THE TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
a Personal Interests Ignored . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
b Requirement to Declare Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
c No Requirement to Account for Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 11
d Right to Hold Shares in Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
e Right to Be Employed by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
<PAGE> 4
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
THIS DEED of TRUST is made the day of 1997
BETWEEN
1 NOBLE DRILLING INTERNATIONAL INC., a Delaware corporation,
2 [Name of Trustee] whose registered office is situated at [ ] ("THE
TRUSTEES" which expression shall where the context so permits include
the trustee or trustees for the time being hereof) and
3. The PARTICIPATING SUBSIDIARIES (as hereinafter defined) named herein.
WHEREAS
A THE Company is a wholly-owned direct subsidiary of Noble Drilling
Corporation, a Delaware corporation ("NOBLE DRILLING");
B THE Company has established the SAR Plan (as hereinafter defined)
pursuant to which the Company has awarded to certain employees of the
Participating Subsidiaries share appreciation rights, payable by the
Participating Subsidiaries, which provide such employees with an
incentive compensation opportunity based on appreciation in value of
the common stock of Noble Drilling and there are [ ] Outstanding SARs
(as hereinafter defined) on the date hereof;
C THE Company, Noble Drilling and the Participating Subsidiaries wish to
establish a Trust for the purpose of funding, and which will assume,
the payment obligations of the Participating Subsidiaries arising upon
the exercise from time to time of the outstanding share appreciation
rights awarded under the SAR Plan;
D THE terms of the said Trust (which are contained in this Deed) have
been approved by resolutions of the Directors of each of Noble
Drilling, the Company, and the Participating Subsidiaries;
E THE Participating Subsidiaries have each paid or are about to pay to
the Trustees a cash contribution to be used by the Trustees to acquire
Shares (as hereinafter defined), which will be held on the trusts
hereof, burdened with the Participating Subsidiaries' Retained
Interest (as hereinafter defined) and which will be sold from time to
time as and when outstanding share appreciation rights are exercised
to fund the payment obligations under the SAR Plan arising upon such
exercise.
NOW THIS DEED WITNESSES as follows:
1. DEFINITIONS
1.1 SPECIFIC TERMS
In this Deed the following expressions shall where the context permits
have the following meanings respectively:
"BENEFICIARIES" the persons who from time to time are
entitled to exercise Outstanding SARs
"CASH CONTRIBUTION" an amount in cash contributed by the
Participating Subsidiaries to the
Trustees pursuant to Clause 3.1, which
amount shall be equal to the aggregate
Fair Market Value (as defined in the SAR
Plan) of [ ] Shares as of the date of
such contribution;
1
<PAGE> 5
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
"COMPANY" Noble Drilling International Inc. or any
company resulting from the merger,
consolidation or reorganisation of the
Company and if there be more than one
such company the company to which the
greater portion of the undertaking
passes as a result of such merger,
consolidation or reorganisation;
"OUTSTANDING SARS" share appreciation rights outstanding
from time to time under the SAR Plan;
"PARTICIPATING SUBSIDIARIES" NEDDRILL NEDERLAND BV, a company
incorporated under the laws of the
Kingdom of the Netherlands, NEDSTAFF
EUROPE LIMITED, a company incorporated
under the laws of England and Wales, and
NEDSTAFF LIMITED, a company incorporated
under the laws of Hong Kong, being the
subsidiaries of the Company which have
adopted the SAR Plan in accordance with
the provisions of the SAR Plan, and any
companies resulting from the merger,
consolidation or reorganisation of such
subsidiaries to which the undertakings of
such subsidiaries under the SAR Plan pass
as a result of such merger, consolidation
or reorganisation;
"RETAINED INTEREST" the rights of the Participating
Subsidiaries to receive a portion of the
proceeds from the sale of the Shares in
the Trust Fund, as provided in Clauses 3
and 4;
"SAR PLAN" the Noble Drilling International Inc.
Share Appreciation Rights Plan
established and adopted by the Company
effective as of 24 July 1996, in its
present form or as from time to time
altered in accordance with the
provisions of the SAR Plan;
"SAR TRUST" the Noble Drilling International Inc.
Share Appreciation Rights Trust
constituted by this Deed;
"SHARES" shares of Common Stock. par value $0.10
per share, of Noble Drilling;
"TRUST FUND" the Cash Contribution, the Shares
purchased by the Trustees from Noble
Drilling with the proceeds of the Cash
Contribution, the proceeds from sales by
the Trustees of such Shares (other than
the amount of such sales proceeds
representing the Retained Interest) and
all property at any time added thereto
by way of further settlement,
accumulation, capital accretion,
dividend, distribution or otherwise by
Noble Drilling, the Company or any
Participating Subsidiary and all
property from time to time representing
the same held by or on behalf of the
Trustees upon the trusts hereof;
2
<PAGE> 6
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
"TRUST PERIOD" the period beginning with the date
hereof and ending on 31 July, 2001 or
such shorter period commencing on the
date hereof and ending on such date as
the Company and the Trustees may by deed
determine not being a date earlier than
the date of execution of any such deed
or later than a date previously
specified;
"UNEXERCISED SARS" with respect to each Participating
Subsidiary, the Outstanding SARs in
respect of which such Participating
Subsidiary was obligated under the SAR
Plan that terminated or expired without
being exercised.
1.2 GENERAL
In this Deed:
a references to any statute or statutory instrument or to any
part or parts thereof include any modification, amendment or
re-enactment thereof for the time being in force; and
b references to any deed, agreement, document or instrument
(including this Deed) shall be construed as a reference to
such deed, agreement, document or instrument as from time to
time amended, supplemented or varied; and
c where the context permits words of the masculine gender shall
include the feminine and vice versa and words in the singular
shall include the plural and vice versa.
2. CLAUSE HEADINGS
The Clause headings in this Deed are included for reference purposes only and
do not affect its interpretation wherever they may appear.
3. FUNDING, PURCHASE OF SHARES AND DISTRIBUTION
3.1 PROVISION OF CASH CONTRIBUTION BY THE PARTICIPATING
SUBSIDIARIES
The Participating Subsidiaries shall pay or procure to be paid to the
Trustees the Cash Contribution, which shall be made by the
Participating Subsidiaries out of their respective funds and pro rata
in accordance with their respective payment obligations with respect
to the Outstanding SARs. The Trustees hereby covenant to accept from
the Participating Subsidiaries the Cash Contribution for the purpose
of the acquisition of Shares by the Trustees to be held on the trusts
hereof burdened with the Participating Subsidiaries' Retained
Interest.
3.2 COVENANT TO PROVIDE ADDITIONAL FUNDS
The Participating Subsidiaries shall pay or procure to be paid to the
Trustees such additional moneys (if any) as may be necessary to enable
the Trustees to meet any expenses incurred by them in connection with
the trusts hereof including (but without limitation) any costs,
charges, and expenses incurred in the acquisition, holding, or
transfer of Shares and any other costs, expenses, and charges
including (but without limitation) the payment of stamp or transfer
duty or other taxes incurred by the Trustees in the connection with
the trusts hereof.
3.3 USE OF CASH CONTRIBUTION FOR THE ACQUISITION OF SHARES
On the date of receipt by the Trustees of the Cash Contribution, the
Trustees shall apply the Cash Contribution in the acquisition of
Shares from Noble Drilling at a per share purchase price equal
3
<PAGE> 7
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
to the Fair Market Value (as defined in the SAR Plan) of a Share as of
such date. The Company hereby covenants with the Trustees that, on the
date of receipt by the Trustees of the Cash Contribution, Noble
Drilling will deliver at the principal place of business of the
Trustees a certificate or certificates in definitive form representing
the Shares purchased by the Trustees with the proceeds of the Cash
Contribution, which certificate or certificates will be registered in
the name of the Trustees and duly executed by Noble Drilling. The
Trustees shall, simultaneously with the delivery of the certificate or
certificates representing the Shares purchased by the Trustees, pay
Noble Drilling the purchase price for such Shares in cash and assume,
by an instrument in writing duly executed by the Trustees (which shall
be substantially in the form of Exhibit A hereto), the payment
obligations of the Participating Subsidiaries with respect to the
Outstanding SARs.
3.4 DISTRIBUTIONS THROUGH SAR PLAN
The Trustees agree with the Company and the Participating Subsidiaries
that if the Company shall at any time by notice in writing (which
notice shall be substantially in the form of Exhibit B hereto) direct
the Trustees to sell a number of Shares equal to the number of Shares
in respect of which a Beneficiary shall have exercised Outstanding
SARs, the Trustees shall (a) as promptly as practicable after receipt
of such notice (but in no event later than the close of business on
the business day next following the date of receipt by the Trustees of
such notice) sell in the open market, out of the Shares in the Trust
Fund, the number of Shares as so directed by the Company, and (b)
promptly after receipt by the Trustees of the proceeds of such sale,
deliver such sales proceeds (net of any applicable expenses of such
sale) to the Participating Subsidiary designated in the Company's
notice. Such Participating Subsidiary shall act as agent for the
Trustees for the purpose of disbursing, and shall disburse, such sales
proceeds received by it from the Trustees, as follows:
(i) the Participating Subsidiary shall deduct from the sales
proceeds an amount sufficient to satisfy all applicable national,
local and other withholding tax and social security contribution
requirements with respect to such exercise by the Beneficiary of the
Outstanding SARs;
(ii) the Participating Subsidiary shall pay to such Beneficiary the
amount such Beneficiary is entitled to receive from the Participating
Subsidiary under Section 4.4 of the SAR Plan upon exercise of such
Outstanding SARs (less the amount specified in paragraph (i) above);
(iii) after providing for the payments specified in paragraphs (i)
and (ii) above, the Participating Subsidiary shall retain for itself
the balance of such sales proceeds; PROVIDED, however, that in no
event shall the Participating Subsidiary retain more than an amount
equal to A multiplied by B, where "A" is equal to the award price of
such Outstanding SARs and "B" is equal to the number of Shares in
respect of which such Beneficiary exercised the Outstanding SARs (such
retained amount representing the Participating Subsidiary's Retained
Interest); and
(iv) any sales proceeds remaining after application of the proceeds
as specified in paragraphs (i), (ii) and (iii) above shall be returned
by the Participating Subsidiary to the Trustees to be held upon the
trusts hereof.
3.5 MAINTENANCE OF SEPARATE ACCOUNTS
The Trustees further covenant that wherever possible, they will apply
moneys received from any Participating Subsidiary upon the trusts set
out herein and that wherever possible they will keep separate accounts
in relation to moneys so received.
3.6 DIVIDEND WAIVER
The Trustees shall waive their entitlement to cash dividends in
respect of any Shares which they hold.
4. TRUSTS AT THE EXPIRY OF THE TRUST PERIOD
Subject to the provisions of Clause 3, upon expiration of the Trust Period, any
Shares, moneys or other property then remaining in the Trust Fund shall be
dealt with and distributed as follows:
4
<PAGE> 8
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
a as promptly as practicable after the expiration of the Trust Period,
the Trustees shall sell in the open market any and all shares then
remaining in the Trust Fund;
b promptly after receipt by the Trustees of the proceeds of the sale or
sales of such Shares (or if there were no Shares remaining in the
Trust Fund upon expiration of the Trust Period, then promptly
following the expiration of the Trust Period), the Trustees shall
deliver to the Company (i) the proceeds of the sale or sales of such
Shares (net of any applicable expenses of such sale or sales) ("THE
SALE PROCEEDS") and (ii) all other moneys and property then remaining
in the Trust Fund;
c the Company shall distribute to each Participating Subsidiary, out of
the Sale Proceeds, if any, an amount equal to A multiplied by B, where
"A" is equal to the award price of such Participating Subsidiary's
Unexercised SARs, if any, and "B" is equal to the number of Shares
covered by such Participating Subsidiary's Unexercised SARs; PROVIDED,
however, that if the Sale Proceeds available for distribution to the
Participating Subsidiaries shall be insufficient to permit the
distribution in full of the amounts receivable as aforesaid by the
Participating Subsidiaries, then the Sale Proceeds shall be
distributed rateably among them in proportion to the amounts which
each would have been entitled to receive if the Sale Proceeds were
sufficient to permit distribution in full as aforesaid (the amount so
distributed to a Participating Subsidiary representing such
Participating Subsidiary's Retained Interest);
d after providing for any distribution required pursuant to paragraph
(c) above, the Company shall then (i) distribute any remaining Sale
Proceeds to the Participating Subsidiaries who received a distribution
pursuant to paragraph (c) above in proportion to the amounts received
by them pursuant to paragraph (c) and (ii) distribute the remainder of
the SAR Trust assets received by the Company from the Trustees
pursuant to paragraph (b)(ii) above rateably among all the
Participating Subsidiaries in proportion to the amount of the Cash
Contribution made by them); and
e the Participating Subsidiaries shall hold the SAR Trust assets
distributed to them pursuant to sub-paragraphs (d)(i) and (ii) above
UPON TRUST to pay their respective employees or any of such employees
additional compensation for services rendered and/or to make
charitable contributions, as each such Participating Subsidiary shall
determine and all such payments shall be made before the eightieth
anniversary of the date hereof.
5. APPOINTMENT, RETIREMENT AND REMOVAL OF TRUSTEES
5.1 STATUTORY POWER VESTED IN COMPANY
The statutory power of appointing new and additional trustees shall be
vested in the Company.
5.2 POWER TO APPOINT ADDITIONAL TRUSTEES
In addition to the said statutory power the Company shall have power
at any time by deed to appoint any person to be an additional trustee
hereof notwithstanding that the effect of such appointment would be to
increase the number of trustees hereof beyond four.
5.3 TRUSTEE RESIDENT OUTSIDE JERSEY
A person or trust corporation may be appointed as a trustee hereof
notwithstanding that such person or trust corporation is not resident
in the Island of Jersey and remaining out of the Island of Jersey for
more than twelve months shall not be a ground for the removal of a
trustee.
5.4 REMOVAL AND RETIREMENT OF TRUSTEES
The Company may at any time by deed remove any trustee and any trustee
may at any time by giving not less than thirty days' notice in writing
to the Company retire from the trusts hereof and so that after such
removal or retirement a sole trustee (whether or not a trust
corporation) may continue to act as a trustee in all respects but so
that if after such removal or retirement there shall
5
<PAGE> 9
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
be no continuing trustee the Company shall forthwith appoint a new
trustee in place of such removed or retired trustee.
6. TRUSTEE CHARGING CLAUSE
Any Trustee shall be entitled in addition to reimbursement of its
proper expenses to remuneration for its services in accordance with
such terms and conditions as may from time to time be agreed between
such trustee and the Company or such other person or persons by whom
the power of appointing new trustees is for the time being
exercisable.
7. PROPER LAW FORUM AND PLACE OF ADMINISTRATION
7.1 PROPER LAW
The proper law hereof shall be that of England and Wales and all
rights hereunder and the construction and effect of this Deed shall be
subject to the jurisdiction of the courts of England and Wales.
7.2 CHANGE OF GOVERNING LAW
Notwithstanding the provisions of Clause 7.1, the Company and the
Trustees may at any time during the Trust Period declare by deed that
the trusts, powers and provisions hereof shall from the date of such
declaration take effect (with such modifications as shall be specified
in such deed) in accordance with the law of such other territory as
shall be therein specified and as from the date of such declaration
the law of such other territory shall be the law applicable hereto and
the courts in such territory shall have jurisdiction but subject to
the powers conferred by this clause and until any further declaration
is made hereunder PROVIDED THAT the foregoing power shall not be
exercisable in any manner which might directly or indirectly cause
this Deed under the law applicable thereto to become illegal, void or
voidable or which may in any way alter the beneficial interests
hereunder.
7.3 CHANGE OF PLACE OF ADMINISTRATION
Notwithstanding the provisions of Clause 7.1, the Trustees shall [in
the first instance carry on the general administration of the SAR
Trust in Jersey but they shall have power to change the place where
the general administration is carried out to any other territory in
the world whether or not the law of such territory is for the time
being the proper law applicable hereto or the courts of such territory
have jurisdiction and whether or not the Trustees or any of them are
for the time being resident or domiciled in or otherwise connected
with such territory.
8. RIGHTS OF BENEFICIARIES DURING THE TRUST PERIOD
8.1 NO RIGHTS AGAINST TRUSTEES
No Beneficiary shall have any claim, right or entitlement whatever to
any part of the Trust Fund or the income thereof except in so far as
herein expressly provided or as the same may arise by virtue of the
exercise of any power of appointment herein contained.
8.2 NO CONTRACTUAL RIGHTS
The benefits which may from time to time be provided under this SAR
Trust shall not form part of any contract of employment between the
Company or any Participating Subsidiary and any of their respective
employees and shall not confer on any employee any legal or equitable
rights against his employer either directly or indirectly nor give
rise to any cause of action in law against his employer.
6
<PAGE> 10
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
8.3 NO RIGHT TO COMPENSATION
Any employee who leaves the employment of the Company or of any
Participating Subsidiary shall not be entitled to any compensation for
or by reference to any loss of any right or benefit or prospective
right or benefit under this SAR Trust which he might otherwise have
enjoyed whether such compensation is claimed by way of damages for
wrongful dismissal or other breach of contract or by way of
compensation for loss of office or otherwise.
9. ALTERATIONS TO THIS DEED
The Trustees may at any time (with the consent of the Company) by deed alter or
add to all or any of the provisions hereof in any respect provided that no such
alteration or addition to any of the provisions of this Deed shall be effective
if as a result:
a the Company (or any of the Participating Subsidiaries) could be a
Beneficiary hereunder; or
b the Trust Period would extend beyond the period of eighty years from
the date of this Deed; or
c the rights of any Beneficiary accrued before the date of such
alteration or addition would be adversely altered or affected (unless
such Beneficiary had previously consented in writing thereto); or
d any prior payment or application of either the capital or income of
the Trust Fund would be invalidated or any part thereof to which any
person has previously become absolutely and indefeasibly entitled
would be affected; or
e the restrictions contained in Clause 10 would be removed or altered;
or
f any of the restrictions contained in this proviso would be removed or
altered.
10. EXCLUSION OF COMPANY OR PARTICIPATING SUBSIDIARY AS BENEFICIARY
Notwithstanding anything in this Deed no discretion or power by this Deed or by
law conferred on the Trustees or any other person shall at any time or in any
circumstances whatsoever be exercisable in any manner which may benefit the
Company or any Participating Subsidiary and no provision in this Deed shall at
any time or in any circumstances whatsoever operate directly or indirectly so
as to cause or permit the Trust Fund or any part thereof or the income thereof
to become in any way payable to or applicable for the benefit of the Company or
any Participating Subsidiary.
11. NOTICE
11.1 RECOMMENDATIONS BY COMPANY
In the exercise of the powers and discretion's hereby or by law
conferred on them the Trustees may consider any written
recommendations made to them by the Company but the Company shall have
no power to direct the Trustees to comply with such recommendations.
11.2 NOTICE TO THE COMPANY OR PARTICIPATING SUBSIDIARY
Any notice required or permitted to be given hereunder by the Trustees
to the Company or any Participating Subsidiary may be served at the
principal executive offices of the Company or such Participating
Subsidiary, as the case may be, or such other address as the case may
from time to time be notified in writing to the Trustees by the
Company or such Participating Subsidiary.
7
<PAGE> 11
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
11.3 NOTICE TO THE TRUSTEES
Any notice required or permitted to be given hereunder by the Company
or a Participating Subsidiary to the Trustees shall be valid if it is
signed by the President or any Vice-President of the Company or such
Participating Subsidiary.
11.4 INFORMATION PROVIDED BY THE COMPANY OR PARTICIPATING
SUBSIDIARIES
The Trustees shall be entitled in the absence of manifest error to
rely without further enquiry on information and advice necessary to
enable them to fulfil their duties and obligations hereunder and to
exercise their rights in connection with the implementation and
operation of the SAR Trust supplied to them by the Company or any of
the Participating Subsidiaries for the purposes hereof including (but
without prejudice to the generality of the foregoing) information as
to whether any individual is or is not a Beneficiary and the Trustees
shall also be entitled to rely in the absence of manifest error on any
direction, notice, consent or document purporting to be given or
executed by or with the authority of the Company or any Participating
Subsidiary or Beneficiary as having been so given or executed.
12. ACCOUNTS
The Trustees shall supply the Company with accounts (which need not be audited
unless an audit is necessary or it is reasonable for the Company to require
one) in relation to the Trust Fund and the income thereof and all other
information in relation to the Trust Fund and the income thereof that the
Company may reasonably require.
13. PROTECTION OF TRUSTEES
a No individual or corporate trustee shall be liable for any loss or
damage which may occur to the Trust Fund or the income thereof arising
from any proper investment, waiver or purchase made by him in good
faith or for the negligence or fraud of any agent employed by him or
by any other trustee although his employment was not strictly
necessary or expedient or by reason of any mistake or omission made in
good faith by any trustee.
b Neither the Trustees nor any individual trustee nor any director or
other officer of a corporation acting as a Trustee shall be under any
obligation to
i become directors or officers or interfere in the management or
affairs of any company any of the shares or stocks of which
are for the time being comprised in the Trust Fund or any
company associated with such company notwithstanding that the
Trustees may have (whether directly or indirectly) a
substantial holding in or control of any such company; or
ii seek information about the affairs of any such company but may
leave the conduct of the affairs of any such company to its
directors or other person managing the company (so long as
they have no actual notice of any act of dishonesty on the
part of such directors or others in connection with the
management of the company).
c The Company and where appropriate the Participating Subsidiaries shall
pay to or reimburse the Trustees upon demand all charges and expenses
reasonably incurred by them in the course of the administration,
operation and termination of this SAR Trust and shall keep the
Trustees fully indemnified and saved harmless against all actions,
claims, losses, demands, proceedings, charges, expenses, costs,
damages, taxes, duties and other liabilities arising out of anything
done or caused to be done by them or suffered or incurred by them in
the exercise or purported exercise of any of the powers and trusts
vested in them by this Deed or otherwise howsoever arising out of or
in connection with the preparation, administration, operation or
termination of this SAR Trust but so that no Trustee shall be
indemnified or exonerated in respect of any fraud or wilful misconduct
on his part and in addition the Trustees shall have the benefit of all
indemnities conferred upon trustees generally by law and by the
Trustee Act 1925.
8
<PAGE> 12
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
14. THE POWERS OF THE TRUSTEES
14.1 TO INVEST
The Trustees shall have power, subject to the express provisions hereof
a to invest trust moneys forming part of the Trust Fund in the
acquisition (either by the Trustees alone or by them jointly
with any other person or persons or body of trustees),
purchase or otherwise or upon the security of such property of
whatsoever nature and wheresoever situate and whether or not
involving liability or producing an income or upon such
personal credit (with or without security) as the Trustees
shall in their absolute discretion think fit to the intent
that the Trustees shall have the same full and unrestricted
powers of investment in all respects as if they were the
absolute owners of the Trust Fund beneficially entitled
thereto; and
b to invest the whole or any part of the Trust Fund in Shares
without being required to diversify or consider the
diversification of investments.
14.2 TO ENTER INTO AGREEMENTS
The Trustees shall have power to enter into any agreement with the
Company or any associated company or any third party not connected
therewith.
14.3 TO VOTE AND EMPLOY NOMINEES AND CUSTODIANS
In respect of any property comprised in the Trust Fund the Trustees
shall have power:
a to vote upon or in respect of any shares, securities, bonds,
notes or other evidence of interest in or obligation of any
company, trust, association, or concern whether or not
affecting the security or the apparent security of the Trust
Fund or the purchase sale or lease of the assets of any such
company, trust, association or concern; and
b to deposit any such shares, securities or property in any
voting trust or with any depository designated under such a
voting trust; and
c to give proxies or powers of attorney with or without power of
substitution for voting or acting on behalf of the Trustees as
the owners of any such property;
d to hold any or all securities or other property in bearer form
or in the names of the Trustees or any one or more of them or
in the name of some other person or partnership or in the name
or names of nominees without disclosing the fiduciary
relationship created hereby and to deposit the said securities
or any title deeds or other documents belonging or relating to
the Trust Fund in any part of the world with any bank, firm,
trust company or other company that undertakes the safe
custody of securities as part of its business without being
responsible for the default of such bank, firm, trust company
or other company or for any consequent loss.
14.4 TO CONCUR IN A WINDING UP
The Trustees shall have power to procure or concur in the winding up
and the distribution in specie of the assets of any company or to
agree to any scheme for the amalgamation or reconstruction of any
company of which any shares or other securities are for the time being
subject to the trusts hereof or which is controlled by a company of
which any shares or other securities are for the time being subject to
the trusts hereof or to any other scheme or modification of rights
relating to such company.
14.5 TO TRANSFER TO THE TRUSTEES OF ANOTHER SETTLEMENT
The Trustees shall have power to transfer (without transgressing the
rules against perpetuities) the Trust Fund or any part thereof to the
trustees of a new trust or settlement constituted under the law of a
state or country wheresoever situate to be held freed and discharged
from the trusts hereof but so that the trusts and powers of such new
trust or settlement shall not differ from the trusts and powers
declared in this Deed previously applicable to the Trust Fund or part
thereof transferred as aforesaid.
9
<PAGE> 13
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
14.6 TO PAY TAX
The Trustees shall have power:
a to pay any duties or taxes or other fiscal impositions
(together with any related interest or penalties or other
surcharges) in connection with the trusts hereof for which the
Trustees may become liable in any part of the world
notwithstanding that such liability as aforesaid may not be
enforceable through the courts of the place where the trusts
declared in this Deed are for the time being administered and
to have complete discretion as to the time and manner in which
such duties taxes and fiscal impositions shall be paid and no
person interested under this Trust shall be entitled to make
any claim whatsoever against the Trustees by reason of their
making such payment; and
b to apply the Trust Fund or any part of it or the whole or any
part of the income of the Trust Fund in paying any stamp duty
or stamp duty reserve tax payable in respect of any transfer
of or agreement to transfer Shares.
14.7 TO DEDUCT TAX
The Trustees shall have power:
a to deduct or withhold from the sums of money paid or credited
to the Trustees by the Company or any Participating Subsidiary
or from or in respect of amounts paid or property transferred
by the Trustees to the Company or to any of the Participating
Subsidiaries or Beneficiaries any amounts for which the
Trustees may as trustees be accountable to any third party;
and
b to arrange for the Company or any Participating Subsidiary (as
the case may be) to account to any tax authority concerned for
any amounts deducted or withheld from the sums of money paid
or credited to the Trustees or any Participating Subsidiary or
from or in respect of any amounts paid or property transferred
by the Trustees to any of the Beneficiaries in respect of
income tax or any other deductions or withholdings required by
law.
14.8 TO DELEGATE
The Trustees shall have power:
a to delegate in the exercise of their discretion and the
performance of their duties hereunder the administrative and
management functions and powers (including investment powers)
to any registrar, solicitor, broker, actuary, accountant,
banker or other adviser and appoint any such person as their
agent to transact all or any business and to act on the advice
or opinion of any solicitor, broker, actuary, accountant or
other professional person so that the Trustees shall not be
responsible for anything done or omitted to be done or
suffered to be done in good faith in reliance on such advice
or opinion; and
b to delegate any of their powers (including fiduciary powers)
and duties hereunder or any business including the exercise of
any discretion to any person or company PROVIDED THAT such
delegation or arrangement may be revoked at any time and the
Trustees may then require any property forming part of the
Trust Fund to be held by another person or returned to the
Trustees.
14.9 PAYMENTS TO BENEFICIARIES
The Trustees shall have power, subject to the express provisions
hereof, including without limitation Clause 3.4:
a to pay any payment to be made to any Beneficiary into such
Beneficiary's bank account and the Trustees shall be
discharged from obtaining a receipt or seeing to the
application of such payment; and
10
<PAGE> 14
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
b to pay or transfer any sum of money whether income or capital
intended to be paid to or applied for the benefit generally of
any minor to his or her parent or guardian whose receipt shall
be a good discharge to the Trustees.
14.10 EXCLUSION OF APPORTIONMENT RULES
The statutory and equitable rules of apportionment shall not apply
hereto and the Trustees shall be permitted to treat all dividends and
other payments in the nature of income received by them as income at
the date of receipt irrespective of the period for which the dividend
or other income is payable.
14.11 PERSONAL INTERESTS OF THE TRUSTEES
a PERSONAL INTERESTS IGNORED
Subject to paragraph b below, no decision of or exercise of a
power by the Trustees shall be invalidated or questioned on
the grounds that the Trustees, or any individual Trustee, or
any director or other officer of a corporation acting as a
Trustee, had a direct or personal interest in the result of
any decision or in the exercising of any power and any such
person may vote in respect thereof and be taken into account
for the purposes of a quorum notwithstanding his interest
b REQUIREMENT TO DECLARE INTEREST
If the interest of the Trustee or other person concerned for
the purposes of paragraph a above is such that:
i it arises otherwise than solely because the Trustee
or other person concerned is a Beneficiary or a
director or other officer or shareholder of the
Company or any of its Participating Subsidiaries; and
ii it is material; and
iii the other Trustees (or if a corporation is the sole
Trustee the other directors of the sole Trustee) are
not aware of the interest
then the nature of the interest must have been declared at the
meeting of the Trustees (or if a corporation is the sole
Trustee at the meeting of the board of directors of the sole
Trustee) at which the item of business to which the interest
relates was discussed or if the Trustee or other person
concerned was not present at such meeting at the next meeting
of the Trustees (or next meeting of the board of directors of
the corporation being the sole Trustee as appropriate) at
which he was present.
c NO REQUIREMENT TO ACCOUNT FOR BENEFITS
A Trustee (or director or other officer of a corporate
Trustee) who is or becomes a Beneficiary may retain all
benefits to which he becomes entitled under this Trust and
shall not be liable to account for any such benefit.
d RIGHT TO HOLD SHARES IN COMPANY
No Trustee, or any director or other officer of a corporate
Trustee, shall be precluded from acquiring, holding or dealing
with any debentures, debenture stock, shares or securities
whatsoever of Noble Drilling or from entering into any
contract or other transaction with Noble Drilling, the Company
or any Participating Subsidiary or being interested in any
such contract or transaction and no Trustee, or director or
other officer of a corporate Trustee shall be in any manner
whatsoever liable to account to Noble Drilling, the Company or
any
11
<PAGE> 15
THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST
DRAFT 2
- --------------------------------------------------------------------------------
Participating Subsidiary or the Beneficiaries for any profits
made or benefits obtained by him or it thereby or in
connection therewith.
e RIGHT TO BE EMPLOYED BY COMPANY
Any of the Trustees, or any employee, director or officer of a
corporate Trustee, may be employed and remunerated as a
director or other officer or employee or as agent or adviser
of any corporation, body or firm in any way connected with the
Trust Fund and may keep as his property (and without being
liable to account therefor) any remuneration, fees or profits
received by him in any such capacity notwithstanding that his
situation or office may have been obtained, held or retained
by means or by reason of his position as one of the Trustees
or as an employee director or officer of a corporate Trustee.
IN WITNESS whereof this document has been executed and delivered as a deed the
day and year first above written
[Insert formula for execution of the document as a binding commitment of the
Company and the Participating Subsidiaries.]
THE COMMON SEAL )
OF the [Trustee] )
was hereunto affixed )
in the presence of )
Director
Secretary
12
