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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
(AMENDMENT NO. 1)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g)
OF THE SECURITIES EXCHANGE ACT OF 1934
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NOBLE DRILLING CORPORATION
(Exact name of registrant as specified in is charter)
Delaware 73-0374541
(State of incorporation) (I.R.S. employer identification number)
10370 Richmond Avenue, Suite 400
Houston, Texas 77042
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(713) 974-3131
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Stock Purchase Rights New York Stock Exchange
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1), please
check the following box. [ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant to
General Instruction A.(c)(2), please check the following box. [ ]
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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The Company hereby amends Item 1 of its Registration Statement on Form
8-A, dated June 29, 1995, by adding the information set forth below under the
new caption "Amendment No. 1 to the Rights Agreement." The Company also amends
Item 2 of such Form 8-A by filing Amendment No. 1 to Rights Agreement as
Exhibit 4.2 hereto.
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On June 28, 1995, the Board of Directors of Noble Drilling Corporation
(the "Company") authorized and declared a dividend of one Right (a "Right") for
each outstanding share of Common Stock, par value $.10 per share ("Common
Stock"), of the Company (the "Common Shares"). The dividend is payable on July
10, 1995 (the "Record Date") to the holders of record of the Common Shares at
the close of business on that date. In addition, the Company has authorized
the issuance of one Right with respect to each share of Common Stock that shall
become outstanding between the Record Date and the earliest of the Distribution
Date, the Redemption Date and the Final Expiration Date (as such terms are
hereinafter defined). When exercisable each Right entitles the registered
holder to purchase from the Company one one-hundredth of a share of Series A
Junior Participating Preferred Stock, par value $1.00 per share, of the Company
(the "Preferred Shares"), at a price of $35.00 per one one-hundredth of a
Preferred Share (the "Purchase Price"), subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement (the "Rights
Agreement") between the Company and Liberty Bank and Trust Company of Oklahoma
City, N.A., as Rights Agent (the "Rights Agent").
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated persons (an
"Acquiring Person") has acquired beneficial ownership of 15 percent or more of
the outstanding Common Shares and (ii) 10 business days (or such later date as
may be determined by action of the Board of Directors of the Company prior to
such time as any person or group of affiliated or associated persons becomes an
Acquiring Person) following the commencement of, or first public announcement
of an intention to commence, a tender offer or exchange offer the consummation
of which would result in the beneficial ownership by a person or group of
affiliated or associated persons of 15 percent or more of the outstanding
Common Shares (the earlier of such dates being herein referred to as the
"Distribution Date"), the Rights will be evidenced, with respect to any of the
Common Share certificates outstanding as of the Record Date, by such Common
Share certificate with a copy of a Summary of Rights to Purchase Preferred
Shares ("Summary of Rights"), in substantially the form attached to the Rights
Agreement as Exhibit C, attached thereto.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), the Rights will be transferred
with and only with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share certificates issued
after the Record Date, upon transfer or new issuance of Common Shares, will
contain a notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights), the
surrender for transfer of any certificates for Common Shares outstanding on or
after the Record Date, even without such notation or a copy of the Summary of
Rights being attached thereto, will also constitute the transfer of the Rights
associated with the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates evidencing
the Rights ("Right Certificates") will be mailed to holders of record of the
Common Shares as of the close
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of business on the Distribution Date and such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on July 10, 2005 (the "Final Expiration Date"), unless the
Final Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of
indebtedness or assets (excluding regular periodic cash dividends paid out of
earnings or retained earnings or dividends payable in Preferred Shares) or of
subscription rights or warrants (other than those referred to above).
The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such
case, prior to the Distribution Date.
Preferred Shares purchasable upon exercise of the Rights will not be
subject to redemption by the Company. Each Preferred Share will be entitled to
a minimum preferential quarterly dividend payment of $.01 per share but will be
entitled to an aggregate dividend of 100 multiplied times the dividend declared
per Common Share. In the event of liquidation, the holder of the Preferred
Shares will be entitled to a minimum preferential liquidation payment of $1.00
per share but will be entitled to an aggregate payment of 100 multiplied times
the payment made per Common Share. Each Preferred Share will have 100 votes,
voting together with the Common Shares. Finally, in the event of any merger,
consolidation or other transaction in which Common Shares are exchanged, each
Preferred Share will be entitled to receive 100 multiplied times the amount
received per Common Share. These rights are protected by customary
antidilution provisions.
Because of the nature of the Preferred Shares' dividend, liquidation
and voting rights, the value of the one one-hundredth interest in a Preferred
Share purchasable upon exercise of each Right should approximate the value of
one Common Share.
In the event that the Company is acquired in a merger or other
business combination transaction or 50 percent or more of its consolidated
assets or earning power are sold after a person or group of affiliated or
associated persons has become an Acquiring Person, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current exercise price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction will have a market value of two times the exercise price of
the Right. In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be made so that
each holder of a Right, other than Rights beneficially owned by the Acquiring
Person
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(which will thereafter be null and void and nontransferable), will thereafter
have the right to receive upon exercise that number of Common Shares of the
Company having a market value of two times the exercise price of the Right.
At any time after any person or group of affiliated or associated
persons becomes an Acquiring Person and prior to the acquisition by such person
or group of 50 percent or more of the outstanding Common Shares, the Board of
Directors of the Company may exchange the Rights (other than Rights owned by
such person or group which will have become null and void and nontransferable),
in whole or in part, at an exchange ratio of one Common Share, or one
one-hundredth of a Preferred Share (or of a share of a class or series of the
Company's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least one
percent in such Purchase Price. The Company may, but shall not be required to,
issue fractions of a Preferred Share (other than one one-hundredth of a
Preferred Share or any integral multiple thereof, which may, at the election of
the Company, be evidenced by depositary receipts) and in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred
Shares on the last trading day prior to the date of exercise.
At any time prior to the close of business on the tenth day following
a public announcement that an Acquiring Person has become such an Acquiring
Person, the Board of Directors of the Company may redeem the Rights in whole,
but not in part, at a price of $.01 per Right (the "Redemption Price"). The
redemption of the Rights may be made effective at such time, on such basis and
with such conditions as the Board of Directors in its sole discretion may
establish. The time at which the Rights are redeemed by the Company is herein
referred to as the "Redemption Date." Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only right
thereafter of the holders of Rights will be to receive the Redemption Price.
At any time prior to the Distribution Date and subject to the last
sentence of this paragraph, the terms of the Rights may be amended by the Board
of Directors of the Company without the consent of the holders of the Rights,
including without limitation an amendment to lower certain thresholds described
above to not less than the greater of (i) the sum of 0.001 percent and the
largest percentage of the outstanding Common Shares then known by the Company
to be beneficially owned by any person or group of affiliated or associated
persons and (ii) 10 percent. From and after the Distribution Date and subject
to applicable law, the terms of the Rights may be amended by the Board of
Directors of the Company without the consent of the holders of Rights
Certificates to, among other things, make any other provisions in regard to
matters under the Rights Agreement that the Company may deem necessary or
desirable and that shall not adversely affect the interests of the holders of
the Rights or Right Certificates (other than an Acquiring Person or an
affiliate or associate of an Acquiring Person). The terms of the Rights may
not be amended to (i) reduce the Redemption Price (except as required by
antidilution provisions) or (ii) provide for an earlier Final Expiration Date.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
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The Preferred Shares shall rank, with respect to the payment of
dividends and as to distributions of assets upon liquidation, dissolution or
winding up of the Company, junior to the Company's series of $1.50 Convertible
Preferred Stock outstanding as of June 28, 1995 and to all other series of
preferred stock of the Company, unless the Board of Directors of the Company
shall specifically determine otherwise in fixing the powers, preferences and
relative, participating, optional and other special rights of the shares of any
such other series and the qualifications, limitations and restrictions thereof.
As of June 28, 1995, there were 94,362,140 Common Shares issued and
outstanding, and an aggregate of an additional 14,439,711 Common Shares
reserved for issuance under the Company's employee stock option plans,
non-employee director stock option plan and agreements, $1.50 Convertible
Preferred Stock, contingent obligations relating to the acquisition of Triton
Engineering Services Company and matching funding obligation under the Noble
Drilling Thrift Plan. One Right will be distributed to holders of the Common
Stock for each Common Share owned of record by them on July 10, 1995. One
Right will be issued with respect to each Common Share that shall become
outstanding between the Record Date and the earliest of the Distribution Date,
the Redemption Date and the Final Expiration Date. In certain circumstances,
the Company may issue Rights with respect to Common Shares issued following the
Distribution Date and prior to the earlier of the Redemption Date and the Final
Expiration Date. The Company's Board of Directors has initially reserved for
issuance upon exercise of the Rights 1,100,000 Preferred Shares, which number
is subject to adjustment from time to time in accordance with the Rights
Agreement.
The Rights have certain anti-takeover effects. The Rights will cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner or on terms not approved by the Board of Directors. The Rights,
however, should not deter any prospective offeror willing to negotiate in good
faith with the Board of Directors, nor should the Rights interfere with any
merger or business combination approved by the Board of Directors of the
Company prior to an Acquiring Person's acquiring 15 percent or more of the
Common Shares.
The Company has in place certain additional measures which could also
be considered to have anti-takeover effects. For additional information on
such measures, see the sections captioned "Foreign Ownership" and "Certain
Corporate Governance Provisions" contained on pages 18-21 of the Company's
prospectus dated May 12, 1995, a copy of which is filed as an exhibit to this
Registration Statement and incorporated herein by reference.
A copy of the Rights Agreement between the Company and the Rights
Agent specifying the terms of the Rights is filed as an exhibit to this
Registration Statement and incorporated herein by reference. The foregoing
description of the Rights does not purport to be complete and is qualified in
its entirety by reference to the Rights Agreement.
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENT
On September 3, 1997, the Company and the Rights Agent entered into
Amendment No. 1 ("Amendment No. 1") to the Rights Agreement. Amendment No. 1
amends the Rights Agreement to increase the Purchase Price to $120.00 from
$35.00 per one one-hundredth of a Preferred Share. In addition, Amendment No. 1
amends the forms of Exhibits to the Agreement to the extent necessary to reflect
such amendment. A copy of Amendment No. 1 is filed as an exhibit to this
Registration Statement and incorporated herein by reference.
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As of September 2, 1997, there were 131,022,060 Common Shares issued
and outstanding, and an aggregate of an additional 9,683,393 Common Shares
reserved for issuance under the Company's employee stock option plans and
non-employee director stock option plan and agreements. In connection with
Amendment No. 1, the Company's Board of Directors has authorized and directed an
amendment of the Certificate of Designations of Series A Junior Participating
Preferred Stock to increase to 1,500,000 from 1,100,000 the number of Preferred
Shares reserved for issuance upon the exercise of the Rights, which number of
Preferred Shares is subject to adjustment from time to time in accordance with
the Rights Agreement.
ITEM 2. EXHIBITS.
4.1* Rights Agreement, dated as of June 28, 1995, between Noble
Drilling Corporation and Liberty Bank and Trust Company of
Oklahoma City, N.A., which includes as Exhibit B the Form of
Right Certificate.
4.2 Amendment No. 1 to Rights Agreement, dated September 3, 1997,
between Noble Drilling Corporation and Liberty Bank and Trust
Company of Oklahoma City, N.A.
99.1* Sections captioned "Foreign Ownership" and "Certain Corporate
Governance Provisions" contained on pages 18-21 of Noble
Drilling Corporation's Prospectus dated May 12, 1995,
constituting Part I of Registration Statement on Form S-3 (No.
33-59269).
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* Previously filed.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
NOBLE DRILLING CORPORATION
Date: September 3, 1997 By: /s/ Byron L. Welliver
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Byron L. Welliver,
Senior Vice President - Finance,
Treasurer and Controller
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Description
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<S> <C>
4.1* Rights Agreement, dated as of June 28, 1995, between Noble
Drilling Corporation and Liberty Bank and Trust Company of
Oklahoma City, N.A., which includes as Exhibit B thereto the
Form of Right Certificate.
4.2 Amendment No. 1 to Rights Agreement, dated September 3, 1997,
between Noble Drilling Corporation and Liberty Bank and Trust
Company of Oklahoma City, N.A.
99.1* Sections captioned "Foreign Ownership" and "Certain Corporate
Governance Provisions" contained on pages 18-21 of Noble
Drilling Corporation's Prospectus dated May 12, 1995
constituting Part I of Registration Statement on Form S-3 (No.
33-59269).
</TABLE>
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* Previously filed.
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EXHIBIT 4.2
AMENDMENT NO. 1
TO
RIGHTS AGREEMENT
This Amendment No. 1, dated as of September 3, 1997, to the Rights
Agreement, dated as of June 28, 1995 (the "Agreement"), between NOBLE DRILLING
CORPORATION, a Delaware corporation (the "Company"), and LIBERTY BANK AND TRUST
COMPANY OF OKLAHOMA CITY, N.A., a national banking association (the "Rights
Agent"),
W I T N E S S E T H :
WHEREAS, the Company and the Rights Agent executed and delivered the
Agreement specifying the terms of the Rights (as defined therein); and
WHEREAS, the Board of Directors of the Company deems it desirable to
amend the Agreement pursuant to the provisions of Section 27 of the Agreement
to make certain modifications to the Agreement upon the terms and conditions
hereinafter set forth, such modifications to be effective on the date
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
1. Defined Terms. Capitalized terms used but not otherwise
defined herein shall have the respective meanings ascribed to such terms in the
Agreement.
2. Amendment of Purchase Price. The definition of the term
"Purchase Price" set forth in Section 1 of the Agreement is hereby amended in
its entirety to read as follows:
The "Purchase Price" with respect to each Right shall mean
$120.00, as such amount may from time to time be adjusted as provided
herein, and shall be payable in lawful money of the United States of
America. All references herein to the Purchase Price shall mean the
Purchase Price as in effect at the time in question.
3. Conforming Amendments to Exhibits. The forms of Exhibits to
the Agreement shall be amended in such manner as may be necessary to reflect
the execution and delivery of this Amendment No. 1 to the Agreement.
4. Effectiveness. This Amendment No. 1 to the Agreement shall
become effective as of the Close of Business on September 3, 1997.
5. Counterparts. This Amendment No. 1 to the Agreement may be
executed in any number of counterparts, each of which shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
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6. Savings Clause. Except as specifically provided in this
Amendment No. 1 to the Agreement, the Agreement shall remain in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No.
1 to the Agreement to be duly executed and attested, all as of the day and year
first above written.
ATTEST: NOBLE DRILLING CORPORATION
By: /s/ JULIE J. ROBERTSON By: /s/ JAMES C. DAY
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Name: Julie J. Robertson Name: James C. Day
Title: Vice President - Administration Title: Chairman, President and
and Corporate Secretary Chief Executive Officer
ATTEST: LIBERTY BANK AND TRUST COMPANY
OF OKLAHOMA CITY, N.A.
By: /s/ RAMONA HUFFMAN By: /s/ EDITH SCHULER
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Name: Ramona Huffman Name: Edith Schuler
Title: Assistant Vice President Title: Assistant Vice President
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