<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the fiscal year ended December 31, 1996
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required)
For the transition period from __________________to____________________
Commission file number: 0-13857
NOBLE DRILLING CORPORATION
----------------------------------------------------
(Exact name of registrant as specified in its 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 registered pursuant to Section 12(b) of the Act:
Common Stock, par value $.10 per share New York Stock Exchange
9 1/8% Senior Notes due 2006 New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
- -------------------------------------- -----------------------------------------
Title of each class Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Aggregate market value of Common Stock held by nonaffiliates as of
March 12, 1997: $2,365,000,000
Number of shares of Common Stock outstanding as of March 12, 1997:
132,313,617
DOCUMENTS INCORPORATED BY REFERENCE
Listed below are documents parts of which are incorporated herein by
reference and the part of this report into which the document is incorporated:
(1) Proxy statement for the 1997 annual meeting of stockholders - Part III
<PAGE> 2
Item 14 of Noble Drilling Corporation's Annual Report on Form 10-K for
the year ended December 31, 1996 (the "1996 Form 10-K") is amended to reflect
the filing herewith as new Exhibit 99.1 of the financial statements required by
Form 11-K for the fiscal year ended December 31, 1996 with respect to the Noble
Drilling Corporation Thrift Plan, and such Item 14 is restated as set forth on
the following page.
The Index to Exhibits to the 1996 Form 10-K is restated in its entirety
following the signature page hereto in order to reflect the inclusion therein,
and the filing herewith, of Exhibit 99.1.
<PAGE> 3
ITEM 14 EXHIBITS. FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report.
(1) A list of the financial statements filed as a part of this report is
set forth in Item 8 on page 23 and is incorporated herein by
reference.
(2) Financial Statement Schedules:
All schedules are omitted because they are either not applicable or
the required information is shown in the financial statements or
notes thereto.
(3) Exhibits:
The information required by this Item 14(a)(3) is set forth in the
Index to Exhibits accompanying this Annual Report on Form 10-K.
(4) Financial Statements required by Form 11-K for the fiscal year ended
December 31, 1996 with respect to the Noble Drilling Corporation
Thrift Plan are filed as Exhibit 99.1 hereto.
(b) One report on Form 8-K/A was filed by the Company during the quarter
ended December 31, 1996. A report on Form 8-K/A dated December 30, 1996,
which reported the sale of the land drilling assets to Nabors Industries,
Inc., was filed on the date thereof.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
report to be signed on its behalf by the undersigned, thereunto duly authorized.
NOBLE DRILLING CORPORATION
Date: June 26, 1997 By: JAMES C. DAY
-------------------------------
James C. Day, Chairman, President
and Chief Executive Officer
<PAGE> 5
INDEX TO EXHIBITS
EXHIBIT
NUMBER** EXHIBIT
-------- -------------------------------------------------------------------
2.1 Assets Purchase Agreement dated as of August 20, 1993 (the "Western
Assets Purchase Agreement"), between the Registrant and The Western
Company of North America (filed as Exhibit 2.1 to the Registrant's
Registration Statement on Form S-3 (No. 33-67130) and incorporated
herein by reference).
2.2 Agreement dated as of October 7, 1993, among the Registrant, Noble
Drilling (U.S.) Inc., Noble International Limited, The Western Company
of North America and Offshore International Ltd., amending the Western
Assets Purchase Agreement (filed as Exhibit 2.2 to the Registrant's
Form 8-K dated October 15, 1993 and incorporated herein by reference).
2.3 Assets Purchase Agreement dated as of August 20, 1993 (the "Portal
Assets Purchase Agreement"), between the Registrant and Portal Rig
Corporation (filed as Exhibit 2.3 to the Registrant's Registration
Statement on Form S-3 (No. 33-67130) and incorporated herein by
reference).
2.4 Agreement dated as of October 25, 1993, among the Registrant, Noble
(Gulf of Mexico) Inc. and Portal Rig Corporation, amending the Portal
Assets Purchase Agreement (filed as Exhibit 2.5 to the Registrant's
Quarterly Report on Form 10-Q for the three-month period ended
September 30, 1993 and incorporated herein by reference).
2.5 Stock Purchase Agreement dated April 22, 1994 among Joseph E. Beall,
George H. Bruce, Triton Engineering Services Company and the
Registrant (filed as Exhibit 2.1 to the Registrant's Form 8-K dated
May 6, 1994 and incorporated herein by reference).
2.6 Agreement and Plan of Merger dated June 13, 1994 among the Registrant,
Chiles Offshore Corporation and Noble Offshore Corporation (filed as
Appendix I to the joint proxy statement/prospectus of the Registrant
and Chiles Offshore Corporation dated August 12, 1994 constituting
Part I of the Registration Statement on Form S-4 (No. 33-54495) and
incorporated herein by reference).
2.7 Agreement of Sale and Purchase dated as of April 25, 1996 between the
Registrant and Royal Nedlloyd N.V. and Neddrill Holding B.V. (filed as
Exhibit 2.1 to the Registrant's Registration Statement on Form S-3
(No. 333-2927) and incorporated herein by reference).
2.8 Asset Purchase Agreement dated November 15, 1996 by and between the
Registrant, Noble Properties, Inc. and Noble Drilling (Canada) Ltd.
and Nabors Industries, Inc. (filed as Exhibit 2.1 to the Registrant's
Form 8-K/A dated December 13, 1996 and incorporated herein by
reference).
2.9 Agreement dated December 13, 1996 by and among the Registrant, Noble
Properties, Inc., Noble Drilling (Canada) Ltd., Noble Drilling (U.S.)
Inc., and Noble Drilling Land Limited and Nabors Industries, Inc.,
Nabors Drilling USA, Inc. and Nabors Drilling Limited (filed as
Exhibit 2.2 to the Registrant's Form 8-K dated December 13, 1996 and
incorporated herein by reference).
<PAGE> 6
2.10 Asset Purchase Agreement dated as of February 19, 1997 between the
Registrant, Noble Drilling (U.S.) Inc., Noble Offshore Corporation,
Noble Drilling (Mexico) Inc. and NN-1 Limited Partnership and Pride
Petroleum Services, Inc.
3.1 Restated Certificate of Incorporation of the Registrant dated
August 29, 1985 (filed as Exhibit 3.7 to the Registrant's Registration
Statement on Form 10 (No. 0-13857) and incorporated herein by
reference).
3.2 Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant dated May 5, 1987 (filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-3 (No. 33-67130) and
incorporated herein by reference).
3.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant dated July 31, 1991 (filed as Exhibit 3.16 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1991 and incorporated herein by reference).
3.4 Certificate of Designations of $1.50 Convertible Preferred Stock, par
value of $1.00 per share, of the Registrant, dated as of September 15,
1994 (filed as Exhibit 3.8 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated herein by
reference).
3.5 Certificate of Amendment of Certificate of Incorporation of the
Registrant dated September 15, 1994 (filed as Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended March 31, 1995 and incorporated herein by reference).
3.6 Certificate of Designations of Series A Junior Participating Preferred
Stock, par value $1.00 per share, of the Registrant dated as of
June 29, 1995 (filed as Exhibit 3.2 to the Registrant's Quarterly
Report on Form 10-Q for the three-month period ended June 30, 1995 and
incorporated herein by reference).
3.7 Certificate of Elimination of shares of $1.50 Convertible Preferred
Stock of the Registrant dated March 21, 1997.
3.8 Composite copy of the Bylaws of the Registrant as currently in effect
(filed as Exhibit 3.4 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended June 30, 1995 and incorporated
herein by reference).
4.1 Indenture governing the 9 1/4% Senior Notes Due 2003 (including form
of Note)(filed as Exhibit 4.1 to the Registrant's Quarterly Report on
Form 10-Q for the three-month period ended September 30, 1993 and
incorporated herein by reference).
4.2 Rights Agreement dated as of June 28, 1995 between the Registrant and
Liberty Bank and Trust Company of Oklahoma City, N.A. (filed as
Exhibit 4 to the Registrant's Form 8-K dated June 30, 1995 and
incorporated herein by reference).
<PAGE> 7
4.3 Indenture dated as of July 1, 1996 governing the 9 1/8% Senior Notes
due 2006 (including form of Note) (filed as Exhibit 4.1 to the
Registrant's Form 8-K dated July 1, 1996 and incorporated herein by
reference).
10.1 Limited Partnership Agreement between the Registrant and National
Enerdrill Corporation dated as of January 16, 1992 (filed as Exhibit
10.5 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1991 and incorporated herein by reference).
10.2* Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan
(as amended and restated on January 30, 1997, subject to the approval
of stockholders except for Section 9(a)(i)(x)).
10.3* Noble Drilling Corporation 1987 Stock Option Plan (filed as Exhibit
10.7 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1986, as amended, and incorporated herein by reference).
10.4* Directors' Option Agreement dated October 29, 1987, between the
Registrant and Michael A. Cawley (filed as Exhibit 10.11 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1988 and incorporated herein by reference).
10.5 Amended and Restated Letter of Credit Agreement, dated as of
October 25, 1993, among Portal Rig Corporation, Noble (Gulf of Mexico)
Inc., NationsBank of Texas, N.A., as agent and as one of the "Banks"
thereunder, and Marine Midland Bank, N.A., Bank of America National
Trust and Savings Association, and Norwest Bank Minnesota, National
Association (collectively, the "Banks") (filed as Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended September 30, 1993 and incorporated herein by reference).
10.6 Assignment, Assumption and Amended and Restated Preferred Ship
Mortgage, dated October 25, 1993, by Noble (Gulf of Mexico) Inc. to
the Banks (filed as Exhibit 10.2 to the Registrant's Quarterly Report
on Form 10-Q for the three-month period ended September 30, 1993 and
incorporated herein by reference).
10.7 Security Agreement and Assignment, dated October 25, 1993, by Noble
(Gulf of Mexico) Inc. to the Banks (filed as Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended September 30, 1993 and incorporated herein by reference).
10.8 Noble Support Agreement, dated October 25, 1993, among the Registrant
and the Banks (filed as Exhibit 10.4 to the Registrant's Quarterly
Report on Form 10-Q for the three-month period ended
September 30, 1993 and incorporated herein by reference).
10.9* Noble Drilling Corporation 1992 Nonqualified Stock Option Plan for
Non-Employee Directors (filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (No. 33-62394) and incorporated
herein by reference).
10.10 Registration Agreement dated April 22, 1994 between the Registrant and
Joseph E. Beall (filed as Exhibit 10.1 to the Registrant's Form 8-K
dated May 6, 1994 and incorporated herein by reference).
<PAGE> 8
10.11 Employment Agreement dated April 22, 1994 between Triton Engineering
Services Company and Joseph E. Beall (filed as Exhibit 10.2 to the
Registrant's Form 8-K dated May 6, 1994 and incorporated herein by
reference).
10.12 Credit Agreement dated as of June 16, 1994 among the Registrant, First
Interstate Bank of Texas, N.A., in its individual capacity and as
agent, and Credit Lyonnais Cayman Island Branch (filed as Exhibit 10.1
to the Registrant's Registration Statement on Form S-4 (No. 33-54495)
and incorporated herein by reference).
10.13* Revolving Credit Note dated June 16, 1994 of the Registrant in the
amount of $12,500,000 in favor of Credit Lyonnais Cayman Island Branch
(filed as Exhibit 10.2 to the Registrant's Registration Statement on
Form S-4 (No. 33-54495) and incorporated herein by reference).
10.14 Revolving Credit Note dated June 16, 1994 of the Registrant in the
amount of $12,500,000 in favor of First Interstate Bank of Texas, N.A.
(filed as Exhibit 10.3 to the Registrant's Registration Statement on
Form S-4 (No. 33-54495) and incorporated herein by reference).
10.15 Guaranty Agreement dated as of June 16, 1994 by and among Noble
Drilling (U.S.) Inc., Noble Drilling (West Africa) Inc. and Noble
Drilling (Mexico) Inc. (filed as Exhibit 10.4 to the Registrant's
Registration Statement on Form S-4 (No. 33-54495) and incorporated
herein by reference).
10.16 Registration Rights Agreement dated as of September 15, 1994 between
the Registrant and P.A.J.W. Corporation (filed as Exhibit 10.1 to the
Registrant's Form 10-Q for the three month period ended September 30,
1994 and incorporated herein by reference).
10.17* Amendment No. 1 to the Noble Drilling Corporation 1992 Nonqualified
Stock Option Plan for Non-Employee Directors dated as of July 28, 1994
(filed as Exhibit 10.44 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994 and incorporated herein by
reference).
10.18* Guarantee dated August 26, 1994 between the Registrant and Hibernia
Management and Development Company Ltd. (filed as Exhibit 10.45 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1994 and incorporated herein by reference).
10.19* Noble Drilling Corporation Amended and Restated Thrift Restoration
Plan (filed as Exhibit 10.46 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994 and incorporated herein by
reference).
10.20* Noble Drilling Corporation Retirement Restoration Plan dated April 27,
1995 (filed as Exhibit 10.2 to the Registrant's Quarterly Report on
Form 10-Q for the three-month period ended March 31, 1995 and
incorporated herein by reference).
10.21* Noble Drilling Corporation Short-Term Incentive Plan (revised
April 1996).
<PAGE> 9
10.22 First Amendment dated as of June 30, 1995 to Credit Agreement dated as
of June 16, 1994 among the Registrant, First Interstate Bank of Texas,
N.A., in its individual capacity and as Agent, and Credit Lyonnais
Cayman Island Branch (filed as Exhibit 10.44 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995 and
incorporated herein by reference).
10.23 Second Amendment dated as of February 28, 1996 to Credit Agreement
dated as of June 16, 1994 among the Registrant, First Interstate Bank
of Texas, N.A., in its individual capacity and as Agent, and Credit
Lyonnais Cayman Island Branch (filed as Exhibit 10.45 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1995 and incorporated herein by reference).
10.24* Form of Indemnity Agreement entered into between the Registrant and
each of the Registrant's directors and bylaw officers (filed as
Exhibit 10.46 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 and incorporated herein by reference).
10.25 Registration Rights Agreement dated as of July 1, 1996 between the
Registrant and Royal Nedlloyd N.V.
10.26* Noble Drilling Corporation Equity Compensation Plan for Non-Employee
Directors (filed as Exhibit 10.1 to the Registrant's Quarterly Report
on Form 10-Q for the three-month period ended September 30, 1996 and
incorporated herein by reference).
21.1 Subsidiaries of the Registrant.
23.1 Consent of Price Waterhouse LLP.
27 Financial Data Schedule.
99.1*** Financial Statements required by Form 11-K for the fiscal year ended
December 31, 1996 with respect to the Noble Drilling Corporation Thrift
Plan (including consent of Price Waterhouse L.L.P. regarding the
incorporation by reference thereof).
- ---------
* Management contract or compensatory plan or arrangement required to be
filed as an exhibit hereto.
** Filed previously, unless otherwise indicated.
*** Filed herewith.
<PAGE> 1
EXHIBIT 99.1
NOBLE DRILLING CORPORATION
THRIFT PLAN
FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
DECEMBER 31, 1996 AND 1995
<PAGE> 2
NOBLE DRILLING CORPORATION THRIFT PLAN
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Accountants 3
Financial Statements:
Statement of net assets available for benefits at
December 31, 1996 and 1995 4
Statement of changes in net assets available for benefits
for the years ended December 31, 1996 and 1995 5
Notes to financial statements 6-15
Additional Information*:
Form 5500 - Item 27(a) - Schedule of assets held for investment
purposes at December 31, 1996 (Schedule I) 16
Form 5500 - Item 27(b) - Schedule of loans or fixed income
obligations at December 31, 1996 (Schedule II) 17
Form 5500 - Item 27(d) - Schedule of reportable transactions
for the year ended December 31, 1996 (Schedule III) 18
</TABLE>
* Other schedules required by Section 2520.103-10 of the Department of Labor
Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted since they are not applicable.
-2-
<PAGE> 3
REPORT OF INDEPENDENT ACCOUNTANTS
To the Employee Benefits Committee of the
Noble Drilling Corporation Thrift Plan
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Noble Drilling Corporation Thrift Plan at December 31, 1996 and 1995,
and the changes in net assets available for benefits for the years then ended,
in conformity with generally accepted accounting principles. These financial
statements are the responsibility of the plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I, II and III is presented for purposes of additional analysis and is
not a required part of the basic financial statements but is additional
information required by ERISA. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
PRICE WATERHOUSE LLP
Houston, Texas
June 26, 1997
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<PAGE> 4
NOBLE DRILLING CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
December 31,
--------------------------------------
1996 1995
---------------- ---------------
<S> <C> <C>
Assets:
Cash $ 515,317 $ 114
Investments, at fair value:
Short-term investments* 2,586,673 534,014
Noble Drilling Corporation common stock* 9,530,740 3,516,867
Noble Affiliates, Inc. common stock 120,398 107,132
Other corporate stocks -- 874,469
United States government securities* 1,006,512 1,417,245
Investment contract, at contract value* 3,573,882 1,325,142
Securities receivable 37,541 268,000
Contributions receivable:
Participants 253,386 103,841
Noble Drilling Corporation 155,109 64,274
Dividends and interest receivable 18,247 25,263
Participant loans 709,992 --
---------------- ---------------
18,507,797 8,236,361
Liabilities:
Excess contributions, refundable to employees 92,790 59,715
Trust fees payable 14,231 19,438
Stock purchase payable 280,691 --
---------------- ---------------
Net assets available for benefits $ 18,120,085 $ 8,157,208
================ ===============
</TABLE>
* This investment represents five percent or more of the total net assets
available for benefits at December 31, 1996 and 1995.
The accompanying notes are an integral part of this statement.
-4-
<PAGE> 5
NOBLE DRILLING CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
For the year ended
December 31,
-----------------------------
1996 1995
------------ -----------
<S> <C> <C>
Net investment income:
Interest $ 104,994 $ 92,374
Dividends 6,317 18,462
------------ -----------
111,311 110,836
Less - investment expenses (67,039) (51,690)
------------ -----------
Net investment income 44,272 59,146
Net gain on investments 4,919,428 1,535,234
Contributions:
Participants 1,388,299 1,306,239
Employer 339,709 668,394
Other 45,553 --
Withdrawals (414,024) (859,888)
------------ -----------
Net increase in net assets available for benefits
before rollovers from other plans 6,323,237 2,709,125
Rollovers from other plans 3,639,640 --
------------ -----------
Net increase in net assets available for benefits 9,962,877 2,709,125
Net assets available for benefits, beginning of year 8,157,208 5,448,083
------------ -----------
Net assets available for benefits, end of year $ 18,120,085 $ 8,157,208
============ ===========
</TABLE>
The accompanying notes are an integral part of this statement.
-5-
<PAGE> 6
NOBLE DRILLING CORPORATION THRIFT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - NATURE OF OPERATIONS:
Noble Drilling Corporation ("Noble Drilling" or, together with its consolidated
subsidiaries, the "Company"), 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.
Noble Drilling was organized as a Delaware corporation in 1939. Noble Drilling
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.
NOTE 2 - DESCRIPTION OF PLAN:
The Company established the Noble Drilling Corporation Thrift Plan ("the Plan"),
effective January 1, 1986. Prior to October 1, 1985, the Company was a
wholly-owned subsidiary of Noble Affiliates, Inc. ("NAI"). Effective as of that
date, the Company was recapitalized and its common stock was distributed to the
shareholders of NAI in a tax-free spin-off. The Company's employees had
participated in the Noble Affiliates, Inc. Thrift and Profit Sharing Plan ("the
NAI Plan") prior to October 1, 1985, and continued to participate in the NAI
Plan through December 31, 1985.
Participants in the NAI Plan carried over certain service, eligibility and
vesting benefits upon entering the Plan.
The Plan is a defined contribution plan. All domestic employees are eligible to
enroll in the Plan on the January 1 or July 1 following the date the employee
completes one year of service. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 ("ERISA") as amended, and is
administered by the Employee Benefits Committee of the Company, whose members
are appointed by Noble Drilling's Board of Directors. The following brief
description of the provisions of the Plan is provided for general information
purposes only. The Company will make available to participants a copy of the
Plan document to provide complete information, if requested.
Significant Amendments
Effective May 1, 1996, the Chiles Offshore Corporation 401(k) Plan rolled over
into the Plan. New accounts established within
-6-
<PAGE> 7
the Plan during 1996 for Chiles include the Chiles Matching Contribution,
Rollover, Salary Reduction and Voluntary Savings Accounts.
Effective February 14, 1996, the Plan was amended to allow the trustee of the
Plan's related trust to invest Plan assets in funds which are exempt from tax
under Section 501(a) of the Internal Revenue Code of 1986, as amended (the
"Code"). This includes assets invested in the Sarofim Trust Co. Employee
Benefit Investment Trust, or any other similar trust.
Effective May 1, 1995, the Plan was amended to allow field hourly employees to
make contributions from both straight-time and overtime pay.
Effective January 1, 1994, the Plan was amended to allow for participant loans
in accordance with the terms set forth in the amended Plan. There were $431,080
of participant loans processed during 1996 and no loans processed during 1995.
As of December 31, 1996 and 1995, there were $769,992 and $0 of participant
loans outstanding, respectively. This amount at December 31, 1996 includes
$304,793 of Chiles Offshore Corporation loans outstanding at such date which
were rolled into the Plan during 1996. Management is in the process of following
up with the respective participants who currently are in default on their loans.
These employees were notified by letter that they had the option to either pay
the outstanding amount in full, or treat the outstanding balance as a
distribution from their 401(k) account. Loans of employees failing to respond
will be automatically treated as distributions from their account. All
distributions for loans in default are subject to tax and penalty for early
withdrawal.
Contributions
Participants may contribute on a pre-tax basis up to 10 percent, up to a limit
of $9,500 and $9,240 in 1996 and 1995, respectively, of their base compensation
to the Plan. The Plan provides for the following matching contributions:
<TABLE>
<CAPTION>
Percentage of Matching contribution
Participant's participant's contribution limited to the following
years of vesting matched by percentage of
service the Company participant's compensation
---------------- -------------------------- --------------------------
<S> <C> <C>
Less than 15 70% 6%
15 or more 100% 6%
</TABLE>
The Plan provides that matching contributions are made in the Company's common
stock. Pass-through voting rights for shares of common stock of the Company are
credited to a participant's account, whether or not vested.
Termination
The Plan is to continue indefinitely; however, the right to terminate
participation in the Plan, subject to the provisions of ERISA, is reserved by
the Company. Upon notice of termination or
-7-
<PAGE> 8
permanent suspension of contributions, the accounts of all participants
affected thereby shall become fully vested and shall be distributed in
accordance with the provisions of the Plan.
Withdrawals
Withdrawals are permitted in the event of termination of employment,
retirement, permanent disability, death or financial hardship, as defined in
the Plan. In-service withdrawals may be made from a participant's after-tax
account. Additionally, vested participants may make in-service withdrawals from
the Company's matching account. However, only one in-service withdrawal may be
made by a participant in a 12-month period. Net assets available for benefits
as of December 31, 1996 and 1995 include amounts pending distribution to
participants of $177,723 and $91,449, respectively.
Participant Accounts
Separate accounts are maintained for each participant. Participant accounts are
credited with pre-tax contributions, rollover contributions, the Company's
matching contributions and an allocation of investment earnings and losses.
Furthermore, participant accounts are adjusted for withdrawals and transfers
among investment options, if any.
Participants have an option as to the manner in which their contributions may
be invested. Separate funds are maintained and participants may direct their
investments in 10 percent increments as follows:
<TABLE>
<CAPTION>
Fund Investments
---- -----------
<S> <C>
Fund A United States government securities, highly rated corporate bonds
and preferred stocks, commercial paper and cash deposits.
Fund B Readily marketable common and preferred stocks.
Fund I Guaranteed investment contracts or funds invested solely in such
items.
Fund N NAI common stock purchased by Plan participants prior to spin-off
from NAI.
Fund ND Noble Drilling Corporation common stock (limited to a maximum of 50
percent of contributions).
</TABLE>
See Note 8 for financial information by fund.
Plan participants may not contribute to Fund N. Plan participants may, however,
convert investments in Fund N to another fund. The balance in the General Fund
represents unallocated employee forfeitures, is used to pay certain Plan
expenses and consists of short-term, highly liquid investment in money market
funds. Unallocated forfeitures of $37,620 and $218,942 at
-8-
<PAGE> 9
December 31, 1996 and 1995, respectively, may be used to reduce future Company
matching contributions.
Vesting
A participant's contributions are 100 percent vested. Participants become fully
vested in the Company's matching contributions upon five years of credited
service. Also, a participant becomes fully vested in the Company's matching
contributions, regardless of years of service, if employment is terminated due
to normal retirement, total disability or death.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Basis of Accounting
The Plan's financial statements are prepared on the accrual basis of accounting
in conformity with generally accepted accounting principles.
Investments
Investments traded on national securities exchanges are valued at closing
prices on the last business day of the year; investments traded on the
over-the-counter market are valued at an average of the last reported bid and
ask prices. The investment in the bank commingled fund is highly liquid;
therefore, the fair value approximates cost. The cost of investments sold is
determined on the basis of average cost.
The Plan invests in guaranteed investment contracts through a pooled account.
This account is credited with earnings on the underlying investments and charged
for Plan withdrawals and administrative expenses. These contracts are included
in the financial statements at contract value, which approximates fair value, as
reported to the Plan by the administrator of the pooled account. Contract
value represents contributions made under the contract, plus earnings, less
Plan withdrawals and administrative expenses.
Under the terms of the Plan, Exchange National Bank and Trust Company of
Ardmore, Oklahoma, as Trustee ("the Trustee"), on behalf of the Plan, acquires,
holds and disposes of securities, including the common stock of the Company
owned by the Plan.
Expenses
Plan administration expenses are paid by the Plan, unless paid by the Company,
at the Company's sole discretion. For the years ended December 31, 1996 and
1995, administrative expenses of $67,039 and $51,690, respectively, were paid
by the Plan.
-9-
<PAGE> 10
Excess Contributions Refundable to Employees
Excess contributions refundable to highly compensated employees represent the
refunds necessary to meet certain nondiscrimination provisions of the Code.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amount of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 4 - TAX STATUS:
The Internal Revenue Service has determined and informed the Company by a
letter dated October 27, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the Code. The Plan has been amended
since applying for the determination letter. However, the Plan administrator
and the Plan's tax counsel believe that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the Code.
NOTE 5 - NET GAIN ON INVESTMENTS:
The Plan's investments, including investments bought, sold and held during the
year, appreciated (depreciated) as follows for the years ended December 31,
1996 and 1995:
<TABLE>
<CAPTION>
1996 1995
----------- ----------
<S> <C> <C>
Common stock $ 4,574,879 $1,382,174
Guaranteed investment contracts 278,079 -
United States government securities (48,201) 101,238
Bank commingled fund 114,671 51,822
----------- ----------
Total net gain on investments $ 4,919,428 $1,535,234
=========== ==========
</TABLE>
NOTE 6 - RELATED PARTIES:
Net assets of the Plan include investments in the common stock of Noble
Drilling Corporation and amounts invested in a pooled money market fund issued
and managed by the Trustee; as such, these investments qualify as
party-in-interest transactions. Fees paid by the Plan to the Trustee totaled
$52,682 and $30,851 for the years ended December 31, 1996 and 1995,
respectively.
-10-
<PAGE> 11
NOTE 7 - SUBSEQUENT EVENTS:
During the 1996 Plan year, Exchange National Bank and Trust Company ("Exchange")
performed the duties of both plan administrator and trustee for the Plan. During
1997, Milliman & Robertson, Inc. and Charles Schwab & Co., Inc. will replace
Exchange as Plan administrator and trustee, respectively.
As of June 1, 1997, the Plan no longer contains a service requirement for
participation in the Plan. All full-time employees will automatically be
eligible to participate.
-11-
<PAGE> 12
NOTE 8 - (PAGE 1 OF 4)
NOBLE DRILLING CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Nonparticipant
Participant directed directed
------------------------------------------------ ------------------
General
Fund A Fund B Fund I Fund ND Fund N Fund Loans Total
---------- ---------- ----------- ----------- -------- -------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ 515,314 $ 1 $ -- $ 1 $ 1 $ -- $ -- $ 515,317
Investments, at fair value:
Short-term investments* 326,165 1,906,590 18,690 290,352 7,256 37,620 -- 2,586,673
Noble Drilling Corporation
common stock* -- -- -- 9,530,740 -- -- -- 9,530,740
Noble Affiliates, Inc.
common stock -- -- -- -- 120,398 -- -- 120,398
United States government
securities* 1,006,512 -- -- -- -- -- -- 1,006,512
Investment contract, at
contract value* -- -- 3,573,882 -- -- -- -- 3,573,882
Securities receivable -- 29,885 7,656 -- -- -- -- 37,541
Contributions receivable:
Participants 47,198 51,906 97,244 57,038 -- -- -- 253,386
Noble Drilling Corporation -- -- -- 155,109 -- -- -- 155,109
Dividends and interest
receivable 12,318 1,704 3,455 750 20 -- -- 18,247
Interfund transfers
receivable (payable) 10 10 20 49 1 (90) -- --
Participant loans -- -- -- -- -- -- 709,992 709,992
---------- ---------- ----------- ----------- -------- -------- --------- -----------
1,907,517 1,990,096 3,700,947 10,034,039 127,676 37,530 709,992 18,507,797
Liabilities:
Excess contributions
refundable to employees 4,222 -- -- 88,568 -- -- -- 92,790
Trust fees payable 3,633 2,573 2,000 6,000 25 -- -- 14,231
Stock purchase payable -- -- -- 280,691 -- -- -- 280,691
---------- ---------- ----------- ----------- -------- -------- --------- -----------
Net assets available for benefits $1,899,662 $1,987,523 $ 3,698,947 $ 9,658,780 $127,651 $ 37,530 $ 709,992 $18,120,085
========== ========== =========== =========== ======== ======== ========= ===========
</TABLE>
* These investments represent five percent or more of total net assets
available for benefits.
-12-
<PAGE> 13
NOTE 8 - (PAGE 2 OF 4)
NOBLE DRILLING CORPORATION THRIFT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Nonparticipant
Participant directed directed
----------------------------------------------- ------------------
General
Fund A Fund B Fund I Fund ND Fund N Fund Total
---------- ---------- ---------- ----------- -------- ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets:
Cash $ -- $ 98 $ -- $ (5,606) $ 14 $ 5,608 $ 114
Investments, at fair value:
Short-term investments 63,464 173,388 $ 36,029 39,300 8,499 213,334 534,014
Noble Drilling Corporation
common stock* -- 21,816 -- 3,495,051 -- -- 3,516,867
Noble Affiliates, Inc. common stock -- 32,026 -- -- 75,106 -- 107,132
Other corporate stocks -- 874,469 -- -- -- -- 874,469
United States government securities* 1,417,245 -- -- -- -- -- 1,417,245
Investment contract, at contract value* -- -- 1,325,142 -- -- -- 1,325,142
Securities receivable -- -- 268,000 -- -- -- 268,000
Contributions receivable:
Participants 20,312 14,650 50,644 18,235 -- -- 103,841
Noble Drilling Corporation -- -- -- 64,274 -- -- 64,274
Dividends and interest receivable 22,863 2,203 -- 172 25 -- 25,263
Interfund transfers receivable (payable) 126 93 114 296 7 (636) --
---------- ---------- ---------- ----------- -------- ----------- ----------
1,524,010 1,118,743 1,679,929 3,611,722 83,651 218,306 8,236,361
Liabilities:
Excess contributions refundable
to employees 8,873 12,381 6,285 32,176 -- -- 59,715
Trust fees payable 11,500 7,938 -- -- -- -- 19,438
---------- ---------- ---------- ----------- -------- ----------- ----------
Net assets available for benefits $1,503,637 $1,098,424 $1,673,644 $ 3,579,546 $ 83,651 $ 218,306 $8,157,208
========== ========== ========== =========== ======== =========== ==========
</TABLE>
* These investments represent five percent or more of total net assets
available for benefits.
-13-
<PAGE> 14
NOTE 8 - (PAGE 3 OF 4)
NOBLE DRILLING CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
DECEMBER 31, 1996
<TABLE>
<CAPTION>
Nonparticipant
Participant directed directed
-------------------------------------------------- ---------------------
General
Fund A Fund B Fund I Fund ND Fund N Fund Loans Total
----------- ----------- ----------- ----------- --------- --------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net investment income (loss):
Interest dividends $ 90,765 $ 5,589 $ 5,033 $ 1,035 $ 252 $ 2,320 $ -- $ 104,994
Dividends -- 5,915 -- -- 402 -- -- 6,317
----------- ----------- ----------- ----------- --------- --------- -------- ------------
90,765 11,504 5,033 1,035 654 2,320 -- 111,311
Less - investment expenses (20,880) (13,642) (11,126) (21,342) (49) -- -- (67,039)
----------- ----------- ----------- ----------- --------- --------- -------- ------------
Net investment income (loss) 69,885 (2,138) (6,093) (20,307) 605 2,320 -- 44,272
Net gain (loss) on investments (48,201) 278,079 114,671 4,529,763 45,116 -- -- 4,919,428
Contributions:
Participants 270,191 262,110 568,796 287,202 -- -- -- 1,388,299
Employer -- -- -- 339,709 -- -- -- 339,709
Other -- 37,053 8,500 -- -- -- -- 45,553
Rollover of prior plan 268,615 344,294 1,499,253 1,187,968 -- -- 339,510 3,639,640
Participant loans, net (76,302) (61,067) (95,700) (191,599) 202 -- 424,466 --
Withdrawals (84,598) (22,594) (81,058) (225,774) -- -- -- (414,024)
Interfund transfers, net (11,281) 43,514 (5,886) 158,711 (1,962) (183,096) -- --
----------- ----------- ----------- ----------- --------- --------- -------- ------------
Net increase (decrease) in net
assets available for benefits 388,309 879,251 2,002,483 6,065,673 43,961 (180,776) 763,976 9,962,877
Net assets available for
benefits, beginning of year 1,503,637 1,098,424 1,673,644 3,579,546 83,651 218,306 -- 8,157,208
----------- ----------- ----------- ----------- --------- --------- -------- ------------
Net assets available for
benefits, end of year $ 1,891,946 $ 1,977,675 $ 3,676,127 $ 9,645,219 $ 127,612 $ 37,530 $763,976 18,120,085
=========== =========== =========== =========== ========= ========= ======== ==========
</TABLE>
-14-
<PAGE> 15
NOTE 8 - (PAGE 4 OF 4)
NOBLE DRILLING CORPORATION THRIFT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS - BY FUND
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Nonparticipant
Participant directed directed
----------------------------------------------------- -------------------
General
Fund A Fund B Fund I Fund ND Fund N Fund Total
----------- ----------- ----------- ----------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Net investment income (loss):
Interest dividends $ 77,239 $ 2,286 $ 4,726 $ 1,198 $ 281 $ 6,644 $ 92,374
Dividends -- 17,970 -- -- 492 -- 18,462
----------- ----------- ----------- ----------- -------- -------- -----------
77,239 20,256 4,726 1,198 773 6,644 110,836
Less - investment expenses (30,000) (21,690) -- -- -- -- (51,690)
----------- ----------- ----------- ----------- -------- -------- -----------
Net investment income (loss) 47,239 (1,434) 4,726 1,198 773 6,644 59,146
Net gain on investments 101,238 221,252 51,822 1,148,038 12,884 -- 1,535,234
Contributions:
Participants 227,838 176,531 674,640 227,230 -- -- 1,306,239
Employer -- -- -- 668,394 -- -- 668,394
Withdrawals (148,182) (281,859) (136,931) (274,600) (18,316) -- (859,888)
Interfund transfers, net (56,611) 1,905 80,125 (27,992) (9,491) 12,064 --
----------- ----------- ----------- ----------- -------- -------- -----------
Net increase (decrease) in net assets
available for benefits 171,522 116,395 674,382 1,742,268 (14,150) 18,708 2,709,125
Net assets available for benefits,
beginning of year 1,332,115 982,029 999,262 1,837,278 97,800 199,599 5,448,083
----------- ----------- ----------- ----------- -------- -------- -----------
Net assets available for benefits,
end of year $ 1,503,637 $ 1,098,424 $ 1,673,644 $ 3,579,546 $ 83,650 $218,307 $ 8,157,208
=========== =========== =========== =========== ======== ======== ===========
</TABLE>
-15-
<PAGE> 16
SCHEDULE I
NOBLE DRILLING CORPORATION THRIFT PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<TABLE>
<CAPTION>
(c) Description
--------------------------------------------
Number (e) Current
(a) (b) Identity of issue Asset type shares (d) Cost value
--- ------------------------ ----------------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
* ENB Pooled MM Fund Money market fund 1,355,375 $ 1,355,375 $ 1,355,375
------------ ------------
Goldman Sachs MM Fund Money market fund 1,646 1,646 1,646
------------ ------------
* Noble Drilling Corporation Common stock 478,783 2,960,690 9,530,740
------------ ------------
Noble Affiliates, Inc. Common stock 2,515 40,470 120,398
------------ ------------
</TABLE>
<TABLE>
<CAPTION>
Interest Maturity Principal
Asset type rate % date amount
----------- -------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
United States
government securities:
U.S. Government Treasury Note 7.500 11/15/01 $ 300,000 317,047 315,844
U.S. Government Treasury Note 7.250 08/15/04 60,000 62,817 63,167
U.S. Government Treasury Note 7.500 02/15/05 80,000 87,561 85,576
U.S. Government Treasury Note 6.875 08/31/00 530,000 545,983 541,925
------------ ------------
Total United States government securities 1,013,408 1,006,512
------------ ------------
Institutional Investor's
GIC Fund Mutual fund 3,361,344 3,573,882
Westcore Midco Growth Mutual fund 390,000 402,291
Sarofim Equity Fund Equity fund 680,842 827,361
------------ ------------
Total assets held for investment purposes $ 9,803,775 $ 16,818,205
============ ============
</TABLE>
* Indicates party-in-interest transaction.
-16-
<PAGE> 17
SCHEDULE II
NOBLE DRILLING CORPORATION THRIFT PLAN
ITEM 27(b) - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
DECEMBER 31, 1996
<TABLE>
<CAPTION>
(b) (d) Amount (e) Amount of (f) Unpaid
Identity (c) Original of principal interest received balanced (h) Amount (i) Amount
and address amount received in in reporting at end (g) Description of principal of interest
(a) of obligor of loan reporting year year of year of loan overdue overdue
- --- ----------- ------------ -------------- ----------------- ---------- --------------- ------------ ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
* E. L. Peterson $ 17,000 $ 439 $ 227 $ 14,465 10.02%, issued $ 2,418 $ 1,123
5535 Galaxy Dr. 5/16/95, final
Crestview, FL 32536 payment due
12/21/99
* Darrell J. Hammors 16,300 1,056 653 15,244 10.03%, issued 1,101 491
22170 Ponchoville Rd. ----------- --------- -------- ---------- 4/30/96, final --------- ---------
Jennings, LA 70546 payment due
5/01/01
Total $ 33,300 $ 1,495 $ 880 $ 29,709 $ 3,519 $ 1,614
=========== ========= ======== ========== ========= =========
</TABLE>
* Indicates party-in-interest transaction.
-17-
<PAGE> 18
SCHEDULE III
NOBLE DRILLING CORPORATION THRIFT PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<CAPTION>
(h) Current value
of asset on
(a) Identity of (b) Description Number Number (c) Purchase (d) Selling (g) Cost of transaction (i) Net
party involved of asset purchases of sales price price asset sold date gain (loss)
--------------- --------------- --------- -------- ------------ ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Exchange National Bank ENB Pooled MM Fund 204 192 $ 3,259,734 $ 2,454,696 $ 2,454,696 $ 2,454,696 $ --
U.S. Treasury Note 6.50%, 9/30/96 2 1 653,284 650,000 653,294 650,000 $ (3,294)
U.S. Treasury Note 7.25%, 11/15/96 1 3 651,701 650,155 651,701 650,155 (1,546)
Institutional Investors GIC Fund 1 -- 1,500,000 -- -- -- --
</TABLE>
- -----------------------------------
As defined by Section 2520.103-6 of the Department of Labor Rules and
Regulations governing reporting and disclosure under the Employee Retirement
Income Security Act of 1974, as amended, the above are reportable transactions
of the Noble Drilling Corporation Thrift Plan. Columns (e) and (f) have been
omitted because they are not applicable.
-18-
<PAGE> 19
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statements on Form S-8 (No. 33-3289),
Form S-8 (No. 33-15269), Form S-8 (No. 33-18966), Form S-8 (No. 33-46724), Form
S-8 (No. 33-50270), Form S-8 (No. 33-50272), Form S-8 (No. 33-62394), Form S-8
(No. 33-57675), Form S-8 (No. 333-25857) and Form S-8 (No.
333-17407) of Noble Drilling Corporation of our report appearing in this Form
10-K/A (Amendment No. 1).
PRICE WATERHOUSE LLP
Houston, Texas
June 26, 1997
