<PAGE> 1
As filed with the Securities and Exchange Commission on January 20, 1998
Registration No. 333-43183
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NOBLE DRILLING CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 73-0374541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
<TABLE>
<S> <C>
James C. Day
10370 Richmond Avenue, Suite 400 Chairman, President and Chief Executive Officer
Houston, Texas 77042 10370 Richmond Avenue, Suite 400
(713) 974-3131 Houston, Texas 77042
(Address, including zip code, and (713) 974-3131
telephone number, including area code, (Name, address, including zip code, and telephone number,
of registrant's principal executive offices) including area code, of agent for service)
</TABLE>
------------------
Copies to:
Robert D. Campbell, Esq.
Thompson & Knight, P.C.
1700 Pacific Avenue, Suite 3300
Dallas, Texas 75201
(214) 969-1700
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ X ]
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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<CAPTION>
================================================================================================================================
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
COMMON STOCK, $.10
PAR VALUE PER SHARE............. 248,000 SHARES(1) (1) (1) (1)
PREFERRED STOCK
PURCHASE RIGHTS(2).............. -- -- -- --
================================================================================================================================
</TABLE>
(1) This amendment reflects a reduction in the number of shares of Common
Stock being registered hereunder. The registration fee for the shares
being registered hereunder was paid in its entirety by the registrant in
connection with the filing of this Registration Statement on December 24,
1997.
(2) No additional fee is payable in respect of the Preferred Stock Purchase
Rights associated with shares of Common Stock.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
===============================================================================
<PAGE> 2
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
SUBJECT TO COMPLETION, DATED JANUARY 20, 1998
PROSPECTUS
248,000 SHARES
NOBLE DRILLING CORPORATION
COMMON STOCK
--------------------
All the 248,000 shares (the "Shares") of Common Stock, par value $.10
per share ("Common Stock"), of Noble Drilling Corporation (the "Company")
offered hereby are being offered by and for the account of Guinness Flight
Trustees SARL, as Trustee of the Noble Drilling International Inc. Share
Appreciation Rights Trust (the "Selling Stockholder"). Certain subsidiaries of
the Company will receive a portion of the proceeds from the sale of the Shares.
See "Selling Stockholder".
The Common Stock is traded on the New York Stock Exchange ("NYSE")
under the symbol "NE". The last reported sale price of the Common Stock on the
NYSE on January 16, 1998 was $27.625 per share.
The Shares will be sold from time to time by the Selling Stockholder
through or to one or more broker-dealers in one or more transactions. Such
sales may be made on the NYSE or otherwise at prices and at terms related to
the then current market price, or in negotiated transactions. The Shares may be
sold by any one or more of the following methods: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the securities as agent,
but may position and resell a portion of a block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal, and resale by
such broker or dealer, for its account pursuant to this Prospectus; (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers; and (d) privately negotiated transactions. See "Plan of
Distribution".
The Company has agreed with the Selling Stockholder to register the
Shares offered hereby and to bear all fees and expenses incident to such
registration. See "Selling Stockholder". The Company intends to keep the
registration statement, of which this Prospectus is a part, effective during
the term of the Trust (as defined herein). See "Selling Stockholder" and "Plan
of Distribution".
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is January , 1998.
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and other
information can be inspected and copied at the office of the Commission at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well
as at the regional offices of the Commission at Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade
Center, 13th Floor, New York, New York 10048. Copies of such information can be
obtained by mail from the Public Reference Section of the Commission at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. Additionally, the Commission maintains a web site that contains reports,
proxy statements and other information regarding registrants (including the
Company) that file electronically with the Commission. The address of the
Commission's web site is http://www.sec.gov. The Company's Common Stock is
listed on the NYSE and copies of reports, proxy statements and other
information concerning the Company also can be inspected at the offices of the
NYSE, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a registration statement on Form
S-3 (the "Registration Statement") filed by the Company with the Commission
under the Securities Act of 1933. This Prospectus does not contain all the
information set forth in the Registration Statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission, and
reference is hereby made to the Registration Statement and to the exhibits
relating thereto for further information with respect to the Company and the
Shares offered hereby. Any statements contained herein concerning the
provisions of any document are not necessarily complete, and, in each instance,
reference is made to a copy of such document filed as an exhibit to the
Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. Copies of the
Registration Statement and the exhibits thereto may be inspected, without
charge, at the offices of the Commission, or obtained at prescribed rates from
the Public Reference Section of the Commission at the address set forth above.
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<PAGE> 4
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents heretofore filed with the Commission by the
Company (File No. 0-13857) are hereby incorporated by reference into this
Prospectus:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996;
2. The Company's Current Report on Form 8-K dated March 22, 1997
(regarding sale of mat rig fleet);
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997;
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997;
5. The Company's Current Report on Form 8-K dated September 3, 1997
(regarding amendment of stockholder rights plan);
6. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997; and
7. The description of the Common Stock contained in the
Registration Statement on Form 8-A of the Company heretofore
filed with the Commission, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Prospectus and prior to the filing of a post-effective amendment which
indicates that all Shares offered hereby have been sold or which deregisters
all Shares then remaining unsold, shall be deemed to be incorporated by
reference into this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained in this Prospectus or in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Prospectus.
THE COMPANY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE
WRITTEN OR ORAL REQUEST OF ANY SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS INCORPORATED BY REFERENCE HEREIN (OTHER THAN EXHIBITS TO SUCH
DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH
DOCUMENTS). WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE COMPANY,
10370 RICHMOND AVENUE, SUITE 400, HOUSTON, TEXAS 77042, ATTENTION: BYRON L.
WELLIVER, SENIOR VICE PRESIDENT-FINANCE. TELEPHONE REQUESTS MAY BE DIRECTED TO
BYRON L. WELLIVER AT (713) 974-3131.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE
SPECIFICALLY OFFERED HEREBY OR OF ANY SECURITIES OFFERED HEREBY IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH
THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO
ANY ONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED OR
INCORPORATED BY REFERENCE HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE
DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE SUCH DATE.
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<PAGE> 5
THE COMPANY
Noble Drilling Corporation is a leading provider of diversified
services for the oil and gas industry worldwide. The Company's activities
include offshore drilling services, turnkey drilling services and engineering
and production management services. The Company's drilling fleet is broadly
diversified, allowing it to work in a variety of operating conditions.
The Company was organized as a Delaware corporation in 1939. The
Company and its predecessors have been engaged in the contract drilling of oil
and gas wells for others domestically since 1921 and internationally during
various periods since 1939.
The Company's principal executive offices are located at 10370
Richmond Avenue, Suite 400, Houston, Texas 77042, and its telephone number is
(713) 974-3131.
SELLING STOCKHOLDER
On January 20, 1998, the Selling Stockholder entered into a Deed of
Trust (the "Trust Deed") with Noble Drilling International Inc., a wholly-owned
subsidiary of the Company ("NDII"), and certain subsidiaries of NDII (the
"Participating Subsidiaries"), pursuant to which the Selling Stockholder was
appointed trustee of the Noble Drilling International Inc. Share Appreciation
Rights Trust (the "Trust"). The Trust was established to fund the obligations of
the Participating Subsidiaries to make payments to employees of the
Participating Subsidiaries upon the exercise by such employees of share
appreciation rights ("SARs") issued to such employees by NDII under the Noble
Drilling International Inc. Share Appreciation Rights Plan (the "Plan"). Under
the Plan, an aggregate of 307,000 SARs were issued by NDII to employees of the
Participating Subsidiaries, of which 248,000 SARs were outstanding on the date
of establishment of the Trust. NDII established the Plan to provide employees of
the Participating Subsidiaries with an incentive compensation opportunity based
on appreciation in value of the Common Stock of the Company. Upon exercise by an
employee of an outstanding SAR, the employee is entitled to a cash payment from
the applicable Participating Subsidiary in an amount determined by multiplying
(i) the difference between the fair market value of a share of Common Stock of
the Company on the date of exercise of the SAR over the award price of the SAR
times (ii) the number of shares of Common Stock with respect to which the SAR is
exercised. All the outstanding SARs are currently exercisable and expire on July
24, 2001. The award price of all the outstanding SARs is $14.125.
Pursuant to the terms of the Trust Deed, on January 20, 1998, the
Company sold the Shares in a private placement to the Selling Stockholder for a
cash purchase price of $26.906 per share, which price was equal to the fair
market value (as defined in the Plan) of a share of Common Stock of the Company
on the day immediately preceding the date of the sale, and concurrently
therewith the Selling Stockholder assumed the obligations of the Participating
Subsidiaries under the Plan to make payments to employees of the Participating
Subsidiaries upon exercise of the outstanding SARs. The cash used by the Selling
Stockholder to purchase the Shares was contributed to the Trust by the
Participating Subsidiaries. The Trust Deed provides that, as and when
outstanding SARs are exercised by an employee, the Selling Stockholder shall
sell a number of Shares equal to the number of SARs exercised and shall disburse
the net proceeds from the sale of such Shares to the applicable Participating
Subsidiary as agent for the Selling Stockholder (i) to pay to the employee an
amount equal to the payment such employee is entitled to receive under the Plan
upon exercise of such SARs, (ii) to make any tax withholding payments required
as a result of such payment and (iii) to retain the balance thereof for the
benefit of such Participating Subsidiary. The Trust Deed also provides that, if
any Shares remain in the trust estate at termination of the Trust because of the
failure of an employee to exercise outstanding SARs, the Selling Stockholder
shall sell the remaining Shares and the net proceeds of such sale shall be
disbursed as follows: (i) an amount equal to the award price of the unexercised
SARs shall be distributed free of trust to the applicable Participating
Subsidiaries and (ii) the balance thereof shall be distributed to the applicable
Participating Subsidiaries to be held in trust to pay their employees additional
compensation for services rendered and/or to make charitable contributions, as
each such Participating Subsidiary shall determine. The Trust will expire on
July 31, 2001 or at such earlier time as mutually agreed to by NDII and the
Selling Stockholder.
NDII and the Participating Subsidiaries have agreed to pay the Selling
Stockholder compensation for its services as trustee of the Trust and to
reimburse it for its reasonable expenses incurred in connection therewith. NDII
and the Participating Subsidiaries have also agreed to indemnify the Selling
Stockholder for certain liabilities incurred by the Selling Stockholder in
connection with its duties and responsibilities as trustee of the Trust.
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<PAGE> 6
PLAN OF DISTRIBUTION
The Shares will be sold from time to time by the Selling Stockholder
as and when outstanding SARs under the Plan are exercised and, if any Shares
remain in the Trust at such time, upon termination of the Trust. Such sales may
be made on the NYSE or otherwise at prices and at terms related to the then
current market price, or in negotiated transactions. The Shares may be sold by
any one or more of the following methods:
(a) a block trade in which the broker or dealer so engaged will
attempt to sell the securities as agent, but may position and resell a portion
of a block as principal to facilitate the transaction;
(b) purchases by a broker or dealer as principal, and resale by such
broker or dealer, for its account pursuant to this Prospectus;
(c) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; and
(d) privately negotiated transactions.
The Selling Stockholder may effect such transactions by selling the
Shares through or to brokers or dealers, and such brokers or dealers will
receive compensation in the form of discounts or commissions from the Selling
Stockholder, and may receive commissions from the purchasers of the Shares for
whom they may act as agent (which discounts or commissions from the Selling
Stockholder or such purchasers will not exceed those customary in the types of
transactions involved).
The Company will pay all fees and expenses incident to the preparation
and filing of the Registration Statement and this Prospectus, including legal
and accounting fees and expenses. The Company intends to keep the Registration
Statement effective during the term of the Trust.
LEGAL MATTERS
The legality of the Shares offered hereby will be passed upon for the
Company by Thompson & Knight, P.C., Dallas, Texas.
EXPERTS
The financial statements incorporated in this Prospectus by reference
to the Annual Report on Form 10-K of Noble Drilling Corporation for the year
ended December 31, 1996 have been so incorporated in reliance on the report of
Price Waterhouse LLP, independent accountants, given on the authority of said
firm as experts in auditing and accounting.
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<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Except for the SEC registration fee, all expenses are estimated. All
such expenses will be paid by the Registrant.
<TABLE>
<S> <C>
SEC registration fee ................... $ 2,040
Accounting fees and expenses ........... 10,000
Legal fees and expenses ................ 7,500
Miscellaneous .......................... 5,000
Total ......................... $24,540
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant is a Delaware corporation. Under Section 145 of the
General Corporation Law of the State of Delaware, the Registrant has the power
to indemnify its directors and officers, subject to certain limitations.
Reference is made to Article VI of the Bylaws of the Registrant, which
provides for indemnification of directors and officers of the Registrant under
certain circumstances.
The Registrant has entered into indemnity agreements with the
Registrant's directors and bylaw officers intended to provide for
indemnification to the fullest extent permitted by law.
Pursuant to the General Corporation Law of the State of Delaware, the
Certificate of Incorporation of the Registrant limits the personal liability of
the directors of the Registrant to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty under certain circumstances.
The Registrant also maintains insurance to protect itself and its
directors, officers, employees and agents against expenses, liabilities and
losses incurred by such persons in connection with their service in the
foregoing capacities.
The foregoing summaries are necessarily subject to the complete text
of the statute, bylaw, agreement, certificate of incorporation and insurance
policy referred to above and are qualified in their entirety by reference
thereto.
ITEM 16. EXHIBITS.
The information required by this Item 16 is set forth in the Index to
Exhibits accompanying this Registration Statement.
ITEM 17. UNDERTAKINGS.
(a) Rule 415 Offering.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
II-1
<PAGE> 8
(ii) to reflect in the prospectus any facts or
events arising after the effective date of the Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement; and
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) Filings incorporating subsequent Exchange Act documents by
reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) Request for acceleration of effective date.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 15
above, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
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<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Amendment
No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on the 19th day of January, 1998.
NOBLE DRILLING CORPORATION
(Registrant)
By: /s/ Byron L. Welliver
------------------------------
Byron L. Welliver
Senior Vice President-Finance
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
James C. Day * Chairman, President and Chief Executive
- ----------------------------------------- Officer and Director
James C. Day (Principal Executive Officer)
/s/ Byron L. Welliver Senior Vice President - Finance, January 19, 1998
- ----------------------------------------- Treasurer and Controller (Principal
Byron L. Welliver Financial and Accounting Officer)
Michael A. Cawley * Director
- -----------------------------------------
Michael A. Cawley
Director
- -----------------------------------------
Lawrence J. Chazen
Tommy C. Craighead * Director
- -----------------------------------------
Tommy C. Craighead
William J. Dore * Director
- ----------------------------------------
William J. Dore
James L. Fishel * Director
- -----------------------------------------
James L. Fishel
Director
- -----------------------------------------
Marc E. Leland
</TABLE>
* By: /s/ Byron L. Welliver January 19, 1998
----------------------
Byron L. Welliver
Attorney-in-fact
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<PAGE> 10
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
------ ----------------------
5.1* Opinion of Thompson & Knight, A Professional Corporation, regarding
legality
23.1* Consent of Thompson & Knight, A Professional Corporation (contained
in its opinion filed as Exhibit 5.1)
23.2* Consent of Price Waterhouse LLP
24 Power of Attorney (a power of attorney pursuant to which amendments
to the Registration Statement may be filed is included on the
signature page of the original Registration Statement)
99.1* Form of Noble Drilling International Inc. Share Appreciation Rights
Trust
- ---------------------------
* Filed previously.
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