<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
NOBLE DRILLING CORPORATION
(Name of Registrant as Specified In Its Charter)
NOBLE DRILLING CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
................................................................
2) Aggregate number of securities to which transaction applies:
................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
................................................................
4) Proposed maximum aggregate value of transaction:
................................................................
5) Total fee paid:
................................................................
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
................................................................
2) Form, Schedule or Registration Statement No.:
................................................................
3) Filing Party:
................................................................
4) Date Filed:
................................................................
<PAGE> 2
[NOBLE LOGO]
NOBLE DRILLING CORPORATION
10370 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77042
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 1998
To the Stockholders of
Noble Drilling Corporation:
The annual meeting of stockholders of Noble Drilling Corporation, a
Delaware corporation (the "Company"), will be held on Thursday, April 23, 1998,
at 10:00 a.m., local time, at the former Ritz Carlton Hotel, 1919 Briar Oaks
Lane, Houston, Texas, for the following purposes:
1. To elect three directors to the class of directors whose
three-year term will expire in 2001; and
2. To transact such other business as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 11, 1998
as the record date for the determination of stockholders entitled to notice of
and to vote at the annual meeting or any adjournment thereof. Only holders of
record of Common Stock at the close of business on the record date are entitled
to notice of and to vote at the meeting. A complete list of such stockholders
will be available for examination at the offices of the Company in Houston,
Texas during normal business hours for a period of 10 days prior to the
meeting.
A record of the Company's activities during 1997 and financial statements
for the fiscal year ended December 31, 1997 are contained in the accompanying
1997 Annual Report. The Annual Report does not form any part of the material
for solicitation of proxies.
All stockholders are cordially invited to attend the meeting.
Stockholders are urged, whether or not they plan to attend the meeting, to
sign, date and mail the enclosed proxy or voting instruction card in the
postage-paid envelope provided. If a stockholder who has returned a proxy
attends the meeting in person, such stockholder may revoke the proxy and vote
in person on all matters submitted at the meeting.
By Order of the Board of Directors
Julie J. Robertson
Secretary
Houston, Texas
March 20, 1998
<PAGE> 3
[NOBLE LOGO]
NOBLE DRILLING CORPORATION
10370 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77042
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 23, 1998
GENERAL
This proxy statement is furnished to stockholders of Noble Drilling
Corporation (the "Company") in connection with the solicitation by the Board of
Directors of the Company of proxies for use at the annual meeting of
stockholders to be held at the time and place and for the purposes set forth in
the accompanying notice. The approximate date of mailing of this proxy
statement and the accompanying proxy or voting instruction card is March 20,
1998.
PROXY CARDS AND VOTING INSTRUCTION CARDS
If a proxy card is enclosed, it serves to appoint proxies for record
holders of common stock, par value $.10 per share ("Common Stock"), of the
Company. Shares represented by a proxy in such form, duly executed and returned
to the Company and not revoked, will be voted at the meeting in accordance with
the directions given. If no direction is made, the proxy will be voted for
election of the directors named in the proxy. Any stockholder giving a proxy
may revoke it at any time before it is voted by communicating such revocation
in writing to the Secretary of the Company or by executing and delivering a
later-dated proxy.
If a voting instruction card is enclosed, it serves as a voting
instruction to the trustee of the Noble Drilling Corporation Thrift Plan, as
amended (the "Thrift Plan"), from the plan participant. The trustee under the
Thrift Plan will vote the shares of Common Stock credited to Thrift Plan
participants' accounts in accordance with such participants' instructions. If
no such voting instructions are received from a participant, then, according to
the terms of the Thrift Plan, the trustee under the Thrift Plan will vote the
shares in such participant's account in its absolute discretion.
VOTING PROCEDURES AND TABULATION
The Company will appoint one or more inspectors of election to act at the
meeting and to make a written report thereof. Prior to the meeting, the
inspectors will sign an oath to perform their duties in an impartial manner and
according to the best of their ability. The inspectors will ascertain the
number of shares outstanding and the voting power of each, determine the shares
represented at the meeting and the validity of proxies and ballots, count all
votes and ballots, and perform certain other duties as required by law.
With regard to the election of directors, votes may be cast in favor of
or withheld from each nominee. Votes that are withheld will be excluded
entirely from the vote and will have no effect. Under the rules of the New York
Stock Exchange, brokers who hold shares in street name have the authority to
vote on certain "routine" items when they have not received instructions from
beneficial owners. Brokers will have discretionary authority to vote on the
scheduled item of business. Under applicable Delaware law, a broker non-vote
(or other limited proxy) will have no effect on the outcome of the election of
directors.
VOTING SECURITIES
The only voting security of the Company outstanding is its Common Stock.
Only holders of record of Common Stock at the close of business on March 11,
1998, the record date for the meeting, are entitled to notice of and to vote at
the meeting. On the record date for the meeting, there were 131,342,070 shares
of Common Stock outstanding and entitled to be voted at the meeting. A majority
of such shares, present in person or represented by proxy, is necessary to
constitute a quorum. Each share of Common Stock is entitled to one vote.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth as of December 31, 1997 information with
respect to the only persons who were known to the Company to be the beneficial
owners of more than five percent of the outstanding shares of Common Stock.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED
--------------------------------
NAME AND ADDRESS OF NUMBER PERCENT OF
BENEFICIAL OWNER OF SHARES CLASS
---------------- -------------- ----------
<S> <C> <C>
FMR Corp. ............................................. 13,826,950 (1) 10.6%
82 Devonshire Street
Boston, Massachusetts 02109
The Equitable Companies Incorporated .................. 13,737,753 (2) 10.5%
1290 Avenue of the Americas
New York, New York 10104
Wellington Management Company, LLP..................... 8,843,123 (3) 6.8%
75 State Street
Boston, Massachusetts 02109
</TABLE>
- ------------
(1) According to a Schedule 13G (Amendment No. 2) filed with the Securities
and Exchange Commission ("SEC") by FMR Corp. jointly with Edward C.
Johnson 3d, Abigail P. Johnson and Fidelity Management & Research Company
("Fidelity") dated February 14, 1998, the amount beneficially owned
includes (i) 12,546,250 shares owned by several investment companies
("Funds") for which Fidelity acts as investment adviser and (ii) 13,000
shares held by Fidelity American Special Situations Trust ("FASST"), for
which Fidelity acts as subadviser. FMR Corp. is the parent of Fidelity
and is controlled by Edward C. Johnson 3d. FMR Corp., Fidelity, Mr.
Johnson and the Funds have sole investment power with respect to the
shares owned by the Funds. The Board of Trustees of each Fund has sole
voting power with respect to the shares held by such Fund. The investment
adviser of FASST is Fidelity Investment Services Limited, a subsidiary of
Fidelity International Limited ("FIL"). FIL, FMR Corp., through its
control of Fidelity, and FASST each has sole voting and investment power
with respect to the shares held by FASST. FIL, acting as an investment
adviser to non-U.S. investment companies and certain institutional
investors, is the beneficial owner of 82,000 shares, including 13,000
shares owned by FASST. Fidelity Management Trust Company ("Fidelity
Trust"), acting as investment manager for institutional accounts, is the
beneficial owner of 1,198,700 shares. Mr. Johnson and FMR Corp., through
its control of Fidelity Trust, each has sole investment power with
respect to the 1,198,700 shares and sole voting power with respect to
808,300 of such shares.
(2) Amount in table reflects number of shares beneficially owned as of
January 31, 1998. According to a Schedule 13G (Amendment No. 1) dated
February 10, 1998 filed with the SEC by The Equitable Companies
Incorporated (the "Equitable Companies") jointly with AXA Assurances
I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, Alpha Assurances Vie
Mutuelle, AXA Courtage Assurance Mutuelle (collectively, the "Mutuelles
AXA") and AXA-UAP, the amount beneficially owned as of January 31, 1998
consists of (i) 1,854,600 shares beneficially owned by The Equitable Life
Assurance Society of the United States ("Equitable"), with respect to all
of which it has sole investment power and with respect to 1,627,600
shares of which it has sole voting power, (ii) 11,861,953 shares
beneficially owned by Alliance Capital Management L.P. ("Alliance"), with
respect to all of which it has sole investment power and with respect to
7,060,918 shares of which it has sole voting power, (iii) 19,200 shares
beneficially owned by Donaldson, Lufkin & Jenrette Securities Corporation
("DLJ"), with respect to all of which it has shared investment power, and
(iv) 2,000 shares beneficially owned by Wood, Struthers & Winthrop
Management Corporation ("WSW"), with respect to all of which it has sole
investment power. Each of Equitable, Alliance, DLJ and WSW is a
subsidiary of the Equitable Companies that operates under independent
management and makes independent voting and investment decisions. AXA-UAP
beneficially owns a majority interest in the Equitable Companies, and the
Mutuelles AXA, as a group, beneficially owns a majority interest in
AXA-UAP.
(footnotes continued on following page)
2
<PAGE> 5
According to a Schedule 13G dated February 10, 1998 filed with the SEC by
the Equitable Companies jointly with the Mutuelles AXA and AXA-UAP, as of
December 31, 1997, the amount beneficially owned was 11,247,285 shares
(or 8.6% of the outstanding shares) and consisted of the same beneficial
ownership as set forth in the immediately preceding paragraph except that
(i) Equitable beneficially owned 1,530,800 shares with respect to all of
which it had sole investment power and with respect to 1,326,800 shares
of which it had sole voting power, and (ii) Alliance beneficially owned
9,695,285 shares with respect to all of which it had sole investment
power and with respect to 6,117,090 shares of which it had sole voting
power.
(3) According to a Schedule 13G filed with the SEC by Wellington Management
Company, LLP ("WMC") dated January 13, 1998, WMC, in its capacity as
investment adviser, may be deemed the beneficial owner of 8,843,123
shares of Common Stock which are owned by numerous investment counseling
clients. These clients receive dividends, if any, and the proceeds from
the sale of such shares. No such client is known to WMC to have such an
interest with respect to more than five percent of the class. WMC has
shared voting power with respect to 4,041,323 shares and shared
investment power with respect to 8,843,123 shares.
ELECTION OF DIRECTORS
The Certificate of Incorporation and Bylaws of the Company provide for
three classes of directors, with approximately one-third of the directors
constituting the Board being elected each year to serve a three-year term.
Pursuant to the Company's Bylaws, the number of directors has been established
by resolution of the Board at eight.
The Board of Directors has nominated Michael A. Cawley, Tommy C.
Craighead and James L. Fishel from the class of directors whose term expires at
the 1998 annual meeting for re-election as directors of the Company to serve
three-year terms expiring in 2001.
The directors nominated for election this year will be elected by a
plurality of the shares of Common Stock present in person or represented by
proxy at the meeting and entitled to vote. All duly submitted and unrevoked
proxies in the form enclosed will be voted for the nominees selected by the
Board of Directors, except where authorization so to vote is withheld. THE
BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE ELECTION OF ITS NOMINEES FOR
DIRECTOR.
Information with respect to the directors nominated for election this
year, and the directors whose terms do not expire at the 1998 annual meeting,
is presented below.
NOMINEES FOR DIRECTOR
MICHAEL A. CAWLEY,
age 50, director since 1985 Mr. Cawley has served as President and Chief
Executive Officer of The Samuel Roberts
Noble Foundation, Inc. (the "Foundation")
since February 1, 1992, after serving as
Executive Vice President of the Foundation
since January 1, 1991. For more than five
years prior to 1991, Mr. Cawley was the
President of Thompson & Cawley, a
professional corporation, attorneys at law;
and Mr. Cawley currently serves as of
counsel to the law firm of Thompson, Cawley,
Veazey & Burns, a professional corporation.
Mr. Cawley has served as a trustee of the
Foundation since 1988 and is also a director
of Noble Affiliates, Inc. and Panhandle
Royalty Company.
TOMMY C. CRAIGHEAD,
age 69, director since 1988 Mr. Craighead is the President and owner of
T. C. Craighead & Company (which is the
general partner of The Joy Partners, Ltd.)
and Astro Oil, Inc., all based in Ardmore,
Oklahoma. He is also Vice-President of
Tom-Sam, Inc. He has been an oil and gas
lease broker and independent operator since
1962.
3
<PAGE> 6
JAMES L. FISHEL,
age 66, director since 1989 Mr. Fishel retired as Vice President and
Manager of Corporate Credit Operations of
General Electric Capital Corporation
("GECC") in 1994, after serving with GECC in
various positions since 1974. He is also a
director of American Health Properties,
Inc., which is a real estate investment
company.
CLASS WHOSE TERM EXPIRES IN 1999
LAWRENCE J. CHAZEN,
age 57, director since 1994 Mr. Chazen has served since 1977 as Chief
Executive Officer of Lawrence J. Chazen,
Inc., a California registered investment
adviser engaged in providing financial
advisory services.
WILLIAM J. DORE,
age 55, director since 1997 Mr. Dore has served since 1973 as Chairman,
President and Chief Executive Officer of
Global Industries, Ltd., a company engaged
in the business of offshore construction and
support services.
WILLIAM A. SEARS,
age 63, director since 1998 Mr. Sears retired from his position as
Director of Operations for British Petroleum
Exploration ("BPX")in 1997, after serving
with BPX in various positions since 1983.
CLASS WHOSE TERM EXPIRES IN 2000
JAMES C. DAY,
age 54, director since 1983 Mr. Day has served as Chairman of the Board
since October 22, 1992 and as President and
Chief Executive Officer of the Company since
January 1, 1984. From January 1983 until his
election as President and Chief Executive
Officer, Mr. Day served as Vice President of
the Company. Mr. Day is also a director of
Global Industries, Ltd. and Noble
Affiliates, Inc.
MARC E. LELAND,
age 59, director since 1994 Mr. Leland has served since 1984 as
President of Marc E. Leland & Associates,
Inc., a company engaged in the business of
providing financial advisory services. Mr.
Leland is also a director of Chartwell
Leisure Inc.
ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS
BOARD MEETINGS AND COMMITTEES
During 1997 the Board of Directors held nine meetings. The Company has
standing audit, compensation and nominating committees of the Board of
Directors. The current members of the committees, number of meetings held by
each committee in 1997, and a brief description of the functions performed by
each committee are set forth below:
Audit Committee (four meetings). Lawrence J. Chazen, Chairman;
James L. Fishel; and William A. Sears. The primary responsibilities of
the audit committee are to review with the Company's auditors the scope
of the audit procedures to be applied in conducting the annual audit and
the results of the annual audit. In addition, the audit committee has
responsibility to provide oversight review to the management of the
Company and its subsidiaries responsible for the periodic review of the
Company's environmental policy statement and procedures and internal
controls regarding compliance with applicable environmental laws and
regulations and the establishment of a program for periodic compliance
audits.
4
<PAGE> 7
Compensation Committee (four meetings). Tommy C. Craighead,
Chairman; Michael A. Cawley; William J. Dore; and Marc E. Leland. The
primary responsibilities of the compensation committee are to review and
set the compensation levels of the officers of the Company, including
those officers who are also directors, evaluate the performance of
management, consider management succession and related matters, administer
the annual compensation plans of the Company and administer the long-term
incentive compensation plans of the Company.
Nominating Committee (two meetings). Michael A. Cawley, Chairman;
Tommy C. Craighead; and James C. Day. The primary responsibility of the
nominating committee is to select and recommend nominees for director of
the Company. The nominating committee will consider nominees recommended
by stockholders entitled to vote for the election of directors, provided
that such recommendations are made in accordance with the Bylaws of the
Company. Generally, the Bylaws provide that a stockholder must deliver
written notice to the Secretary of the Company not later than 90 days
prior to the annual meeting naming such stockholder's nominee(s) for
director and specifying certain information concerning such stockholder
and nominee(s). Accordingly, stockholder nominee(s) for director to be
presented at the 1999 annual meeting of stockholders must be received by
the Company no later than January 22, 1999.
Compensation Committee Interlocks and Insider Participation. The current
members of the compensation committee identified above were the only persons
who served on such committee during 1997, except that (i) Bill M. Thompson
served on such committee until his retirement from the Board of Directors on
April 24, 1997 and (ii) Mr. Dore did not serve on the compensation committee
until January 1998. Mr. Day serves as an executive officer of certain wholly
owned subsidiaries of the Company, and in some instances, one or more directors
of these subsidiaries is also an executive officer of the Company. However, Mr.
Day's compensation is set solely by the compensation committee of the Board of
Directors of the Company, and he receives no additional compensation for
performing duties as an executive officer of these subsidiaries. Neither Mr.
Day nor any other officer or employee of the Company or its subsidiaries is a
member of the Company's compensation committee.
COMPENSATION OF DIRECTORS
Annual Retainer and Other Fees and Expenses. Non-employee directors are
paid an annual retainer of $25,000, of which $5,000 is paid in Common Stock
pursuant to the Equity Compensation Plan for Non-Employee Directors (the
"Directors' Plan"). Under the Directors' Plan, non-employee directors may elect
to receive the balance in Common Stock or cash. Non-employee directors receive
a Board meeting fee of $1,000 and a committee meeting fee of $500. The chairman
of a standing Board committee receives an additional $500 per committee
meeting. A director who is an officer of the Company receives a fee of $100 for
each Board meeting attended. The Company also reimburses directors for travel,
lodging and related expenses they may incur in attending Board and committee
meetings.
Non-Employee Director Stock Options. Under the 1992 Nonqualified Stock
Option Plan for Non-Employee Directors (the "1992 Option Plan"), which was
approved and ratified by stockholders at the 1993 annual meeting, non-employee
directors receive a one-time grant of an option to purchase 10,000 shares of
Common Stock. Thereafter, on the next business day after each annual meeting of
stockholders of the Company, such directors receive an annual grant of an
option to purchase 3,500 shares of Common Stock. The options are granted at
fair market value on the grant date and are exercisable from time to time over
a period commencing one year from the grant date and ending on the expiration
of 10 years from the grant date, unless terminated sooner as described in the
1992 Option Plan.
5
<PAGE> 8
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of January 31, 1998 the beneficial
ownership of Common Stock by each director of the Company, each named executive
officer listed in the Summary Compensation Table appearing on page 10 of this
proxy statement, and all directors and executive officers as a group.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED (1)
----------------------
NUMBER PERCENT OF
NAME OF SHARES CLASS (2)
- ---- --------- ---------
<S> <C> <C>
Directors
Michael A. Cawley...................................... 2,199,777 (3)(4) 1.7%
Lawrence J. Chazen..................................... 19,574 (4) --
Tommy C. Craighead..................................... 57,345 (4) --
James C. Day........................................... 547,343 (4) 0.4%
William A. Dore........................................ 155,410 0.1%
James L. Fishel........................................ 22,721 (4) --
Marc E. Leland......................................... 52,637 (4) --
William A. Sears....................................... 11,250 --
Named Executive Officers (excluding
any director named above) and Group
Byron L. Welliver...................................... 275,049 (4) 0.2%
Julie J. Robertson..................................... 96,732 (4) 0.1%
All directors and executive
officers as a group (10 persons)..................... 3,437,838 (5) 2.6%
- ------------
</TABLE>
(1) Unless otherwise indicated, the beneficial owner has sole voting and
investment power with respect to all shares listed.
(2) The percent of class shown is less than one-tenth of one percent unless
otherwise indicated.
(3) Includes 2,174,639 shares held of record by the Foundation. Mr. Cawley,
as President and Chief Executive Officer and a trustee of the Foundation,
may be deemed to beneficially own, and have voting and investment power
with respect to, the 2,174,639 shares held by the Foundation. As one of
the 10 members of the board of trustees of the Foundation, Mr. Cawley does
not represent sufficient voting power on the Foundation's board of
trustees to determine voting or investment decisions with respect to the
2,174,639 shares. Mr. Cawley disclaims any pecuniary interest in the
2,174,639 shares.
(4) Includes shares attributable to shares of Common Stock not outstanding
but subject to currently exercisable options, as follows: Mr. Cawley --
20,500 shares; Mr. Chazen -- 13,500 shares; Mr. Craighead -- 20,500
shares; Mr. Day -- 399,832 shares; Mr. Fishel -- 20,500 shares; Mr.
Leland -- 13,500 shares; Mr. Welliver -- 220,999 shares; and Ms.
Robertson -- 75,799 shares.
(5) Includes 785,130 shares not outstanding but subject to currently
exercisable options and 2,174,639 shares held of record by the Foundation.
See footnotes (3) and (4) above.
6
<PAGE> 9
EXECUTIVE COMPENSATION
The following report of the compensation committee on executive
compensation and the information herein under "Executive
Compensation--Performance Graph" shall not be deemed to be "soliciting
material" or to be "filed" with the SEC or subject to the SEC's proxy rules,
except for the required disclosure herein, or to the liabilities of Section 18
of the Securities Exchange Act of 1934 (the "Exchange Act"), and such
information shall not be deemed to be incorporated by reference into any filing
made by the Company under the Securities Act of 1933 or the Exchange Act.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
To the Stockholders
of Noble Drilling Corporation:
As members of the compensation committee (the "Committee") of the Board
of Directors, it is our responsibility to review and set the compensation
levels of the Company's Chief Executive Officer ("CEO") and other executives,
evaluate the performance of management, and consider management succession and
related matters. In addition, we administer the annual and long-term incentive
compensation plans of the Company. All decisions by the Committee relating to
the compensation of executive officers are reviewed by the full Board, except
for decisions about grants or awards under the 1991 Stock Option and Restricted
Stock Plan (the "Option Plan") of the Company, which are made solely by the
Committee in accordance with the terms of the Option Plan.
The Company has retained the services from time to time of Towers Perrin
("Towers Perrin") and William M. Mercer, Incorporated ("Mercer"), management
and compensation consulting firms, to assist the Committee in the performance
of its responsibilities. The Committee considers information with respect to
the reasonableness of compensation paid to senior officers of the Company, as
well as all employees of the Company and its subsidiaries in managerial
positions. The Committee also takes into account how compensation compares to
compensation paid by competitors in the Company's industry as well as the
performance of the Company. Members of the Committee review results of
compensation surveys provided by Towers Perrin, Mercer and others.
COMPENSATION POLICIES AND PROGRAMS
The compensation policies of the Company, set by management and supported
by the Committee, focus on enhancing shareholder value. Specific policies are
designed to attract, motivate and retain persons of high quality who will have
the skill, training and dedication to assist the Company to achieve its
corporate goals. The executive compensation program for 1997 consisted of three
elements: base salary, annual incentive bonus, and long-term incentive through
the granting of stock options and awarding of restricted stock pursuant to the
Option Plan.
Base Salary: Base salary for executive officers is determined principally
by competitive factors and the marketplace. The policy of the Committee is
generally to set base salary levels for positions at approximately the median
levels determined from survey information for positions deemed comparable by
the Committee.
Annual Incentive Bonus: The compensation policy of the Company is that a
part of the annual compensation of each officer be related to and contingent
upon the performance of the Company, as well as the individual contribution of
each officer. The short-term incentive compensation plan of the Company (the
"STIP") is available to all full-time employees of the Company or its
subsidiaries in salary classifications 18 and higher who have completed one
year of service at the close of the plan year (December 31). The bonus earned
by employees with less than two years of service is prorated based on the
number of full months served. The target bonus for an employee is the base
salary at year end of such employee multiplied times the percentage factor
assigned to such employee's salary classification. Target percentage factors
range from 10 to 75 percent, with a factor of 75 percent for the CEO and a
maximum factor for an executive officer other than the CEO of 55 percent.
Annual performance goals for the Company for 1997 were weighted with
respect to two criteria as follows: total shareholder return (defined as share
price performance compared to industry peer group) (50 percent), and return on
invested capital (defined as net operating profit after taxes divided by
average invested capital) (50 percent). The division goals for 1997 were
weighted with respect to five criteria as follows: return on invested capital
(35 percent),
7
<PAGE> 10
budgeted total daily operating costs (35 percent), budgeted capital
expenditures (10 percent), safety results (10 percent), and rig maintenance and
appearance (10 percent). The Committee establishes the annual performance goals
at the beginning of each year.
Each goal weighting percentage is subject to adjustment within a range of
zero for achievement of less than 75 percent of the goal to 200 percent for
achievement of greater than 135 percent of the goal. The combined, weighted
goal achievement is then determined within a range of zero for achievement of
less than 75 percent of the goal to 200 percent for achievement of more than
135 percent of the goal. The target bonus for employees of divisions is also
adjusted to reflect the combined percentage of achievement of all assigned
goals using the ratio of 50 percent for operating region goal achievement and
50 percent for Company goal achievement. The bonus amount is then determined by
multiplying the target bonus times the applicable multiplier. Using these
percentages, the bonus received by the CEO will not exceed 150 percent of his
salary and the bonus received by any executive officer other than the CEO will
not exceed 110 percent of his salary.
Long-term Incentive Compensation: It is also the compensation policy of
the Company to use stock options and restricted stock as a means of furnishing
longer-term incentive to officers and other employees of the Company and its
subsidiaries. Under the Option Plan, which was approved by stockholders at the
1991 annual meeting and amended with stockholder approval in 1994 and 1997, the
Company has flexibility in creating options and awarding restricted stock.
On January 30, 1997, the Committee approved the award of
performance-based restricted stock to the officers and several other key
employees of the Company and its subsidiaries. Pursuant to the performance
restricted stock agreements setting forth the terms and conditions of the
awards, the shares of restricted stock are subject to certain
vesting/forfeiture provisions over a five-year period, continuous employment by
the awardee, and achievement over a three-year period of performance goals by
the Company. The performance goals for the awards made on January 30, 1997 were
weighted with respect to two criteria as follows: total return to stockholders
(50 percent) and return on net assets in excess of weighted average cost of
capital (50 percent).
On January 30, 1997 and July 24, 1997, the Committee granted stock
options to executive officers of the Company. Each executive officer received
stock options that were based on his or her responsibilities and relative
position in the Company. All stock options in 1997 were granted with an
exercise price of fair market value at the date of grant. One-third of the
stock options granted in 1997 vest annually commencing on the first anniversary
of the date of grant.
1997 COMPENSATION OF CEO
The 1997 salary of the CEO was determined by the Committee in October
1996 as a function of performance and competitive industry factors as provided
by Towers Perrin. In October 1997, the Committee approved an increase in salary
for the CEO to $525,000 per year, effective November 1, 1997, based upon
competitive and financial data presented by Towers Perrin. The calculated bonus
paid to the CEO for 1997 under the STIP, applying the performance goals
criteria and adjustment factors discussed above under "Compensation Policies
and Programs -- Annual Incentive Bonus," was $393,750.
On each of January 30, 1997 and July 24, 1997, the Committee granted the
CEO an option to purchase 87,500 shares of Common Stock pursuant to the Option
Plan. In granting these options, the Committee relied upon competitive data
provided by Towers Perrin and its own assessment of the CEO's performance.
Pursuant to the above-described policies and programs regarding restricted
stock awarded under the Option Plan, the Committee awarded the CEO 27,000
shares of performance-based restricted stock in January 1997.
TAX DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Section 162(m) of the Internal Revenue Code contains provisions which
could limit the deductibility of certain compensation payments to the Company's
executive officers. The Company believes that any compensation realized in
connection with the exercise of stock options granted by the Company will
continue to be deductible as performance-based compensation. The policy of the
Company is to design its compensation programs generally to preserve the tax
deductibility of compensation paid to its executive officers. The Committee
could determine, however, taking into
8
<PAGE> 11
consideration the burdens of compliance with Section 162(m) and other relevant
facts and circumstances, to pay compensation that is not fully deductible, if
the Committee believes such payments are in the Company's best interests.
SUMMARY
The members of the Committee believe that linking executive compensation
to corporate performance results in a better alignment of compensation with
corporate goals and stockholder interests. As performance goals are met or
exceeded, resulting in increased value to stockholders, executive officers are
to be rewarded commensurately. The members of the Committee believe that
compensation levels during 1997 adequately reflect the compensation goals and
policies of the Company.
March 20, 1998 COMPENSATION COMMITTEE
Tommy C. Craighead, Chairman
Michael A. Cawley
William J. Dore
Marc E. Leland
9
<PAGE> 12
The following table sets forth certain summary information concerning the
compensation awarded to, earned by or paid to the Chief Executive Officer of
the Company and each other person who is an executive officer of the Company
whose combined salary and bonus for 1997 exceeded $100,000 (collectively, the
"named executive officers") for the years indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS
-------------------------------------------------------------------
SECURITIES
OTHER UNDERLYING
ANNUAL RESTRICTED OPTIONS ALL OTHER
NAME AND COMPEN- STOCK (NUMBER OF COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SATION AWARDS(1) SHARES)(2) SATION
------------------ ---- ------ ----- ---------- --------- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
James C. Day, Chairman, 1997 $ 504,167 $ 393,750 $ 4,918 $ 0 175,000 $ 16,404(3)
President and CEO 1996 $ 425,000 $ 700,000 $ 5,476 $ 500,000 100,000 $ 13,023
1995 $ 379,375 $ 0 $ 4,699 $ 0 100,000 $ 10,996
Byron L. Welliver, Senior 1997 $ 217,500 $ 126,500 $ 3,181 $ 0 54,000 $ 11,015(4)
Vice President-- 1996 $ 191,667 $ 150,500 $ 3,488 $ 137,500 40,000 $ 9,883
Finance, Treasurer and 1995 $ 180,875 $ 0 $ 3,307 $ 0 35,000 $ 6,985
Controller
Julie J. Robertson, 1997 $ 138,333 $ 69,750 $ 0 $ 0 37,000 $ 8,300(4)
Vice President-- 1996 $ 115,833 $ 81,000 $ 0 $ 45,800 25,000 $ 6,950
Administration and 1995 $ 101,500 $ 0 $ 0 $ 0 25,000 $ 6,470
Corporate Secretary
</TABLE>
(1) Dollar values of awards of restricted Common Stock ("Restricted
Shares") shown in the table for 1996 are based on the closing price
of the Common Stock on July 24, 1996 ($13.75), the day preceding
the date of the awards, and represent the following number of
shares: Mr. Day -- 36,364 shares; Mr. Welliver -- 10,000 shares;
and Ms. Robertson -- 3,333 shares. One-half of the Restricted
Shares, which are not subject to performance-based conditions,
vested on the first anniversary of the award and the balance will
vest, if at all, on the second anniversary of the award. The total
number of Restricted Shares held, and their aggregate value, at
December 31, 1997, were as follows: Mr. Day -- 157,682 shares
valued at $4,829,000; Mr. Welliver -- 55,000 shares valued at
$1,684,000; and Ms. Robertson -- 18,916 shares valued at $579,000.
Delivery of Restricted Shares (and any dividends paid on the Common
Stock) is subject to vesting/forfeiture provisions, continuous
employment of the awardee by the Company or any of its subsidiaries
and, with respect to Restricted Shares other than those reported in
the table above, achievement of performance goals by the Company.
For information regarding Restricted Shares awarded in 1997 subject
to performance-based conditions, see "Long-Term Incentive Plans --
Awards in 1997" on page 12.
(2) Options represent the right to purchase shares of Common Stock at a
fixed price per share.
(3) Consists of Company (or subsidiary) contributions to defined
contribution plan (and unfunded, nonqualified excess benefit plan)
of $9,600, term life insurance premiums of $5,904 and directors'
fees of $900.
(4) Consists of Company (or subsidiary) contributions or other
allocations to defined contribution plan (and unfunded, nonqualified
excess benefit plan) and term life insurance premiums, respectively,
as follows: Mr. Welliver --$9,600 and $1,415; and Ms. Robertson --
$8,300 and $0.
10
<PAGE> 13
The following table sets forth certain information with respect to
options to purchase Common Stock granted during the year ended December 31,
1997 to each of the named executive officers.
OPTION/SAR GRANTS IN 1997
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS POTENTIAL REALIZABLE VALUE AT
------------------------------------------------------------- ASSUMED
ANNUAL RATES OF STOCK PRICE
APPRECIATION FOR OPTION
TERM (1)
-------------------------------
NUMBER OF PERCENT OF
SECURITIES TOTAL
UNDERLYING OPTIONS
OPTIONS GRANTED EXERCISE
GRANTED TO PRICE EXPIRA-
(NUMBER OF EMPLOYEES PER TION
NAME SHARES) IN 1997 SHARE DATE
- ---- --------- --------- ------- -----
5% (4) 10% (5)
--------------- -----------
<S> <C> <C> <C> <C> <C> <C>
James C. Day 87,500 (2) 4.9% $20.875 1/30/07 $ 1,151,000 $ 2,904,000
87,500 (3) 4.9% $25.937 7/24/07 $ 1,430,000 $ 3,609,000
Byron L. Welliver 34,000 (2) 1.9% $20.875 1/30/07 $ 447,000 $ 1,128,000
20,000 (3) 1.1% $25.937 7/24/07 $ 327,000 $ 825,000
Julie J. Robertson 22,000 (2) 1.2% $20.875 1/30/07 $ 289,000 $ 730,000
15,000 (3) 0.8% $25.937 7/24/07 $ 245,000 $ 619,000
</TABLE>
(1) The values shown are based on the indicated assumed annual rates of
appreciation compounded annually. Actual gains realized, if any, on stock
option exercises and Common Stock holdings are dependent on the future
performance of the Common Stock and overall stock market conditions.
There can be no assurance that the values shown in this table will be
achieved.
(2) Represents a single grant of options on January 30, 1997. One-third of
the options became exercisable on January 30, 1998, and one-third of the
options becomes exercisable on each of January 30, 1999 and 2000. Options
granted in 1997 were without SARs.
(3) Represents a single grant of options on July 24, 1997. One-third of the
options becomes exercisable on each of July 24, 1998, 1999 and 2000.
Options granted in 1997 were without SARs.
(4) Reflects an assumed market price per share of Common Stock of $34.03 for
the grants made in January and $42.28 for the grants made in July.
(5) Reflects an assumed market price per share of Common Stock of $54.07 for
the grants made in January and $67.18 for the grants made in July.
11
<PAGE> 14
The following table sets forth certain information with respect to the
exercise of options to purchase Common Stock and SARs during the year ended
December 31, 1997, and the unexercised options held at December 31, 1997 and
the value thereof, by each of the named executive officers.
AGGREGATED OPTION/SAR EXERCISES IN 1997
AND 12/31/97 OPTION/SAR VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNEXERCISED
SHARES UNDERLYING IN-THE-MONEY
ACQUIRED OPTIONS/SARS AT OPTIONS/SARS AT
ON EXERCISE 12/31/97 (SHARES) 12/31/97
(NUMBER VALUE --------------------------- ---------------------------
NAME OF SHARES) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------- ---------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James C. Day........... 147,000 $ 3,396,280 303,999 275,001 $ 7,583,546 $ 3,214,464
Byron L. Welliver...... 0 $ 0 184,666 92,334 $ 4,632,795 $ 1,166,577
Julie J. Robertson..... 0 $ 0 51,799 62,001 $ 1,258,987 $ 772,218
</TABLE>
The following table sets forth certain information with respect to awards
of performance-based Restricted Shares made during the year ended December 31,
1997 to each of the named executive officers. For information regarding awards
of Restricted Shares not subject to performance-based conditions, see "Summary
Compensation Table."
LONG-TERM INCENTIVE PLANS - AWARDS IN 1997
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK
PRICE-BASED PLANS
-----------------------------------------------------
NUMBER OF PERFORMANCE OR
SHARES, OTHER PERIOD UNTIL THRESHOLD TARGET MAXIMUM
UNITS OR OTHER MATURATION OR (NUMBER (NUMBER (NUMBER
NAME RIGHTS(1) PAYOUT (2) OF SHARES) OF SHARES) OF SHARES)
- ---- ------------------- ------------------ ------------ ---------- ----------
<S> <C> <C> <C> <C> <C>
James C. Day............ 27,000 1/97 - 3/00 0 See note (3) 27,000
Byron L. Welliver....... 11,000 1/97 - 3/00 0 See note (3) 11,000
Julie J. Robertson...... 4,500 1/97 - 3/00 0 See note (3) 4,500
</TABLE>
(1) Delivery of these Restricted Shares is subject to vesting/forfeiture
provisions, achievement of performance goals by the Company, and
continuous employment of the awardee by the Company or any of its
subsidiaries.
(2) As soon as practicable after December 31, 1999 (the "Performance Date"),
the Compensation Committee of the Board of Directors will review the
performance goals applicable to the award (see footnote 3 below) and
confirm the maximum number of Restricted Shares, if any, that may be
vested (the "Calculated Shares"). The Calculated Shares will then vest,
if at all, 33-1/3 percent annually on a cumulative basis commencing on
the March 31st immediately following the Performance Date.
(3) The number of Restricted Shares deemed earned will be determined based
on the following corporate objectives (each to be given a 50 percent
weight): (i) total return to stockholders (as compared to a peer group)
and (ii) return on net assets in excess of weighted average cost of
capital. The percentage of Restricted Shares deemed earned under each
corporate objective can range from zero percent to 100 percent.
Restricted Shares delivered will include any dividends paid on the
Common Stock.
12
<PAGE> 15
DEFINED BENEFIT PLANS
The defined benefit plans of the Company that cover its executive
officers provide the benefits shown below. The estimates assume that benefits
are received in the form of 10-year certain and life annuity.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT
FIVE-YEAR AVERAGE AT AGE 65 AFTER COMPLETION OF THE FOLLOWING YEARS OF SERVICE (2)
----------------------------------------------------------------------
ANNUAL COMPENSATION (1) 15 20 25 30
----------------------- ------ ------ ------ ------
<S> <C> <C> <C> <C>
$ 125,000.................. $ 30,000 $ 40,000 $ 50,000 $ 60,000
200,000.................. 48,000 64,000 80,000 96,000
300,000.................. 72,000 96,000 120,000 144,000
400,000.................. 96,000 128,000 160,000 192,000
600,000.................. 144,000 192,000 240,000 288,000
800,000.................. 192,000 256,000 320,000 384,000
1,000,000.................. 240,000 320,000 400,000 480,000
1,400,000.................. 336,000 448,000 560,000 672,000
</TABLE>
(1) Benefit amounts under the Noble Drilling Salaried Employees' Retirement
Plan (and unfunded, nonqualified excess benefit plan) are based on an
employee's vested percentage, average monthly compensation and number of
years of benefit service (maximum 30 years). The average monthly
compensation is defined in the plan generally to mean the participant's
average monthly rate of compensation from the Company for the five
successive calendar years which give the highest average monthly rate of
compensation for the participant. Plan compensation is defined (with
certain exceptions) to mean basic compensation, bonuses, commissions and
overtime pay, exclusive of extraordinary compensation but prior to
reduction for any compensation deferred under a cash or deferred
arrangement qualifying under Sections 401(k) or 125 of the Internal
Revenue Code of 1986, as amended. Accordingly, the amounts reported in
the Summary Compensation Table included elsewhere herein under the table
caption "Annual Compensation" approximate plan compensation for 1997.
(2) Retirement benefits shown above are calculated using 1.6 percent of final
average pay multiplied by years of service. This slightly overstates the
benefit since that part of the final average pay that is below the Social
Security "covered compensation" level should be multiplied by 1.0 percent
instead of 1.6 percent. "Covered compensation" is the average of the
Social Security Wage Bases during the 35-year period ending with the year
the employee reaches Social Security Retirement Age. The amount of
benefit shown is not subject to deductions for Social Security.
As of December 31, 1997, the named executive officers had the following
approximate credited years of service for retirement purposes: Mr. Day--20; Mr.
Welliver--16; and Ms. Robertson--9.
13
<PAGE> 16
PERFORMANCE GRAPH
The following graph sets forth the cumulative total stockholder return
for the Common Stock, the NYSE Stock Market Index (U.S. Companies), and a
Competitor Group Index for the years indicated as prescribed by the SEC's
rules.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN (1)
AMONG NOBLE DRILLING CORPORATION, NYSE STOCK MARKET INDEX (U.S.
COMPANIES) AND COMPETITOR GROUP INDEX (2)
[GRAPH]
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Company 100 197.2 132.4 202.8 447.9 690.1
Competitor Group Index (3) 100 168.6 137.1 275.7 641.1 888.4
NYSE Stock Market Index 100 110.5 110.4 149.7 181.5 241.1
(U.S. Companies)
</TABLE>
(1) Total return assuming reinvestment of dividends. Assumes $100 invested
on January 1, 1993 in Common Stock, NYSE Stock Market Index (U.S.
Companies) and a Company constructed competitor group index.
(2) Fiscal year ending December 31.
(3) In accordance with the SEC's rules, the Company has elected to select
a group of peer companies on an industry basis for comparison
purposes. The competitor group is composed of eight industry
participants: Atwood Oceanics, Inc., Cliffs Drilling Company, Energy
Service Company, Inc. (ENSCO), Falcon Drilling Company, Inc., Global
Marine Inc., Marine Drilling Companies, Inc., Reading & Bates
Corporation and Rowan Companies, Inc. Total return calculations were
weighted according to the respective company's market capitalization.
14
<PAGE> 17
SUPPLEMENTAL PERFORMANCE GRAPH
The Company has elected to include a supplemental performance graph which
compares the cumulative total stockholder return for the Common Stock, the NYSE
Stock Market Index (U.S. Companies) and a Competitor Group Index for the period
indicated below.
COMPARISON OF TEN YEAR CUMULATIVE TOTAL RETURN (1)
AMONG NOBLE DRILLING CORPORATION, NYSE STOCK MARKET INDEX (U.S.
COMPANIES) AND COMPETITOR GROUP INDEX (2)
[GRAPH]
<TABLE>
<CAPTION>
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Company 100 121.9 231.3 181.3 78.1 110.9 218.8 146.9 225.0 496.9 765.6
Competitor Group Index (3) 100 88.2 158.9 139.9 80.5 75.7 127.7 103.8 208.8 485.6 672.9
NYSE Stock Market Index 100 117.6 152.5 145.7 191.3 208.0 229.8 229.7 311.3 377.5 501.7
(U.S. Companies)
</TABLE>
(1) Total return assuming reinvestment of dividends. Assumes $100 invested on
January 1, 1988 in Common Stock, NYSE Stock Market Index (U.S. Companies)
and a Company constructed competitor group index.
(2) Fiscal year ending December 31.
(3) In accordance with the SEC's rules, the Company has elected to select a
group of peer companies on an industry basis for comparison purposes. The
competitor group is composed of eight industry participants: Atwood
Oceanics, Inc., Cliffs Drilling Company, Energy Service Company, Inc.
(ENSCO), Falcon Drilling Company, Inc., Global Marine Inc., Marine
Drilling Companies, Inc., Reading & Bates Corporation and Rowan Companies,
Inc. Total return calculations were weighted according to the respective
company's market capitalization.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires directors and officers of the
Company, and persons who own more than 10 percent of the Common Stock, to file
with the SEC initial reports of ownership and reports of changes in ownership
of such stock. Directors, officers and beneficial owners of more than 10
percent of the Common Stock are required by SEC regulations to furnish the
Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required, during the year ended December 31, 1997, all Section
16(a) filing requirements applicable to its directors, officers, and beneficial
owners of more than 10 percent of its Common Stock were complied with, except
that Lawrence Chazen filed one late Form 4 with respect to one transaction and
James Fishel filed three late Form 4's with respect to four transactions.
15
<PAGE> 18
AUDITORS
The Board of Directors has appointed Price Waterhouse LLP, which has
audited the Company's financial statements since October 7, 1994, to audit the
financial statements of the Company for the year ending December 31, 1998. Such
appointment will not be submitted to stockholders for ratification or approval.
Representatives of Price Waterhouse LLP are expected to be present at the
meeting to respond to appropriate questions from the stockholders and will be
given the opportunity to make a statement should they desire to do so.
STOCKHOLDER PROPOSALS AND OTHER MATTERS
Stockholder proposals for inclusion in the Company's proxy materials in
connection with the 1999 annual meeting of stockholders, which is currently
scheduled to be held on April 22, 1999, must be received by the Company at its
office in Houston, Texas, addressed to the Secretary of the Company, no later
than November 20, 1998.
The cost of solicitation of proxies will be borne by the Company. The
Company has employed Corporate Investor Communications, Inc. to solicit proxies
from brokers, bank nominees, institutional holders and individual holders for
use at the meeting at a fee not to exceed $6,500 plus certain expenses. In
addition, certain officers and employees of the Company, who will receive no
additional compensation for their services, may solicit proxies in person or by
mail, telephone, facsimile telecommunication or telegraph.
The Board of Directors does not intend to present any other matter at the
meeting and knows of no other matters that will be presented. However, if any
other matter comes before the meeting, the persons named in the enclosed proxy
intend to vote thereon in accordance with their best judgment.
NOBLE DRILLING CORPORATION
James C. Day
Chairman, President and
Chief Executive Officer
Houston, Texas
March 20, 1998
16
<PAGE> 19
- --------------------------------------------------------------------------------
NOBLE DRILLING CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
[NOBLE LOGO]
The undersigned hereby appoints James C. Day and Byron L. Welliver,
and each of them, proxies with power of substitution in each, and hereby
authorizes them to represent and to vote, as designated below, all shares
of Common Stock of Noble Drilling Corporation (the "Company") standing in
the name of the undersigned on March 11, 1998, at the annual meeting of
stockholders to be held on April 23, 1998 at 10:00 a.m. in Houston, Texas,
and at any adjournment thereof and especially to vote on the items of
business specified below, as more fully described in the notice of the
meeting and the proxy statement accompanying the same, receipt of which is
hereby acknowledged.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below
(except as marked to the
contrary below) [ ]
<CAPTION>
<S> <C>
1. ELECTION OF DIRECTORS WITHHOLD AUTHORITY
to vote for all nominees
listed below [ ]
</TABLE>
MICHAEL A. CAWLEY TOMMY C. CRAIGHEAD JAMES
L. FISHEL
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
----------------------------------------------------------------------
2. In their discretion, the proxies are authorized to vote upon such
other business or matters as may properly come before the meeting
or any adjournment thereof.
(Continued and to be signed on reverse side)
- --------------------------------------------------------------------------------
<PAGE> 20
- --------------------------------------------------------------------------------
THIS PROXY, WHEN DULY EXECUTED AND RETURNED, WILL BE VOTED IN THE
MANNER DESIGNATED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF THIS PROXY
IS DULY EXECUTED AND RETURNED, BUT WITHOUT A CLEAR VOTING DESIGNATION,
IT WILL BE VOTED FOR ITEM 1.
The undersigned hereby revokes any proxy or proxies heretofore
given to represent or vote such Common Stock and hereby ratifies and
confirms all actions that said proxies, their substitutes, or any of
them, may lawfully take in accordance with the terms hereof.
Dated:
---------------------------------,
1998
---------------------------------
---------------------------------
Signature(s) of Stockholder(s)
This proxy should be signed
exactly as your name appears
hereon. Joint owners should both
sign. If signed as attorney,
executor, guardian or in some
other representative capacity, or
as officer of a corporation,
please indicate your capacity or
title.
PLEASE COMPLETE, DATE AND SIGN
THIS PROXY AND RETURN IT PROMPTLY
IN THE ENCLOSED ENVELOPE, WHICH
REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.
- --------------------------------------------------------------------------------
<PAGE> 21
- --------------------------------------------------------------------------------
NOBLE DRILLING CORPORATION
VOTING INSTRUCTION CARD FOR COMMON STOCK
VOTING INSTRUCTIONS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
[NOBLE LOGO]
The undersigned hereby instructs the trustee to vote, as designated
below, all shares of Common Stock of Noble Drilling Corporation that are
credited to the accounts of the undersigned (whether or not vested) in the
Noble Drilling Corporation Thrift Plan at the annual meeting of
stockholders to be held on April 23, 1998 at 10:00 a.m. in Houston, Texas,
and at any adjournment thereof, as more fully described in the notice of
the meeting and the proxy statement accompanying the same, receipt of
which is hereby acknowledged.
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS FOR all nominees listed below
(except as marked to the
contrary below) [ ]
<CAPTION>
<S> <C>
1. ELECTION OF DIRECTORS WITHHOLD AUTHORITY
to vote for all nominees
listed below [ ]
</TABLE>
MICHAEL A. CAWLEY TOMMY C. CRAIGHEAD JAMES
L. FISHEL
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided below.)
----------------------------------------------------------------------
(Continued and to be signed on reverse side)
- --------------------------------------------------------------------------------
<PAGE> 22
- --------------------------------------------------------------------------------
THIS VOTING INSTRUCTION CARD, WHEN DULY EXECUTED AND RETURNED,
WILL BE VOTED BY THE TRUSTEE OF THE NOBLE DRILLING CORPORATION THRIFT
PLAN ('THRIFT PLAN') IN THE MANNER DESIGNATED HEREIN BY THE
UNDERSIGNED THRIFT PLAN PARTICIPANT. IF THIS VOTING INSTRUCTION CARD
IS DULY EXECUTED AND RETURNED, BUT WITHOUT A CLEAR VOTING DESIGNATION,
IT WILL BE VOTED FOR ITEM 1.
Dated:
---------------------------------,
1998
---------------------------------
Signature
This voting instruction card
should be signed exactly as your
name appears hereon.
PLEASE COMPLETE, DATE AND SIGN
THIS VOTING INSTRUCTION CARD AND
RETURN IT PROMPTLY IN THE
ENCLOSED ENVELOPE, WHICH REQUIRES
NO POSTAGE IF MAILED IN THE
UNITED STATES.
- --------------------------------------------------------------------------------
