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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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(Mark One) FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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)
13135 South Dairy Ashford, Suite 800
Sugar Land, Texas 77478
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(281) 276-6100
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Name of Each Exchange on
Title of Each Class Which Registered
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Common Stock, $.10 par value per share New York Stock Exchange
Preferred Stock Purchase Rights New York Stock Exchange
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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 the 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. [ ]
Aggregate market value of Common Stock held by nonaffiliates as of
March 8, 2000: $5,082,657,041.
Number of shares of Common Stock outstanding as of March 8, 2000:
132,602,991.
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 2000 annual meeting of stockholders -
Part III
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This Amendment No. 1 to the Annual Report on Form 10-K of Noble
Drilling Corporation for the year ended December 31, 1999 (the "1999 Form 10-K")
is being filed for the following purposes:
(1) To file a new Exhibit 10.11 to replace the Exhibit 10.11
incorporated by reference into the 1999 Form 10-K.
(2) To file the financial statements required by Form 11-K for
the fiscal year ended December 31, 1999 with respect to the Noble
Drilling Corporation 401(k) Savings Plan as Exhibit 99.1.
(3) To amend Item 14 of the 1999 Form 10-K to reflect the filing
herewith of new Exhibit 99.1. Item 14 is restated as set forth on the
following page.
(4) To restate in its entirety the index to Exhibits to the 1999
Form 10-K as set forth following the signature page, in order to
reflect the inclusion therein, and the filing herewith, of revised
Exhibit 10.11 and new Exhibit 99.1.
(5) To amend Item 10 of the 1999 Form 10-K to read in its
entirety as follows:
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The sections entitled "Election of Directors" and "Section 16(a)
Beneficial Ownership Reporting Compliance" appearing in our proxy
statement for the annual meeting of stockholders to be held on April
27, 2000 (the "2000 Proxy Statement"), set forth certain information
with respect to the directors of Noble Drilling and with respect to
reporting under Section 16(a) of the Securities Exchange Act of 1934,
and are incorporated herein by reference. 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, 1999, 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 Michael A. Cawley, a director of Noble
Drilling Corporation, filed one Form 4 late with respect to one
transaction.
Certain information with respect to the executive officers of
Noble Drilling is set forth under the caption "Executive Officers of
the Registrant" in Part I of this report.
2
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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 part of this
report is set forth in Item 8 on page 22 and is incorporated
herein by reference.
(2) Financial Statement Schedules:
All schedules are omitted because they are either not
applicable or 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 and is incorporated herein by reference.
(4) Financial Statements required by Form 11-K for the fiscal year
ended December 31, 1999, with respect to the Noble Drilling
Corporation 401(k) Savings Plan (formerly Noble Drilling
Corporation Thrift Plan) are filed as Exhibit 99.1 hereto.
(b) No reports on Form 8-K were filed by the Company during the quarter
ended December 31, 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Amendment
No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized.
NOBLE DRILLING CORPORATION
Date: June 28, 2000 By: /s/ Robert D. Campbell
--------------------------------
Robert D. Campbell, President
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1 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).
2.2 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 dated December 27,
1996 (date of event: December 13, 1996) and incorporated
herein by reference).
2.3 Agreement dated December 13, 1996 by and among the
Registrant, Noble Properties, Inc., Noble (Canada) Ltd.,
Noble Drilling (U.S.) Inc., and Noble Drilling Land Limited
and Nabors, Inc., Nabors Drilling USA, Inc. and Nabors
Drilling Limited (filed as Exhibit 2.2 to the Registrant's
Form 8-K dated December 27, 1996 (date of event: December
13, 1996) and incorporated herein by reference).
2.4 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 and Pride Petroleum Services, Inc. (filed as Exhibit
2.10 in the Registrant's Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by
reference).
2.5 Agreement dated April 10, 1997 by and between Noble Drilling
Corporation, Noble Drilling (U.S.) Inc., Noble Offshore
Corporation, Noble Drilling (Mexico) Inc. and NN-1 Limited
Partnership, and Pride Petroleum Services, Inc. (filed as
Exhibit 2.2 to the Registrant's Form 8-K dated May 21, 1997
(date of event: May 7, 1997) and incorporated herein by
reference).
2.6 First Amendment to Asset Purchase Agreement dated as of May
7, 1997 by and between Noble Drilling Corporation, Noble
Drilling (U.S.) Inc., Noble Offshore Corporation, Noble
Drilling (Mexico) Inc., NN-1 Limited Partnership and Mexico
Drilling Partners Inc., and Pride Petroleum Services, Inc.,
Pride Offshore, Inc. and Forasol S.A. (filed as Exhibit 2.3
to the Registrant's Form 8-K dated May 21, 1997 (date of
event: May 7, 1997) and incorporated herein by reference).
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 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).
3.5 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).
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EXHIBIT
NUMBER DESCRIPTION
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3.6 Certificate of Amendment of Certificate of Designations of
Series A Junior Participating Preferred Stock of Registrant
dated September 5, 1997 (filed as Exhibit 3.6 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference).
3.7 Composite copy of the Bylaws of the Registrant as currently
in effect (filed as Exhibit 3.7 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference).
4.1 Indenture dated as of March 1, 1999, between Noble Drilling
Corporation and Chase Bank of Texas, National Association,
as trustee (filed as Exhibit 4.1 to the Registrant's Form
8-K dated March 22, 1999 (date of event: March 1, 1999) and
incorporated herein by reference).
4.2 Supplemental Indenture dated as of March 16, 1999, between
Noble Drilling Corporation and Chase Bank of Texas, National
Association, as trustee (filed as Exhibit 4.2 to the
Registrant's Form 8-K dated March 22, 1999 (date of event:
March 1, 1999) and incorporated herein by reference).
4.3 Credit Agreement, dated as of August 14, 1997, among Noble
Drilling Corporation, the lending institutions listed from
time to time on Annex I thereto, Credit Lyonnais New York
Branch, as Documentation Agent and Christiania Bank Og
Kreditkasse ASA, New York Branch, as Arranger and
Administrative Agent (filed as Exhibit 4.4 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference).
4.4 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 29, 1995 (date of event: June 28, 1995) and
incorporated herein by reference).
4.5 Amendment No. 1 to Rights Agreement, dated September 3,
1997, between Noble Drilling Corporation and Liberty Bank
and Trust Company of Oklahoma City, N.A. (filed as Exhibit
4.2 to the Registrant's Form 8-K/A (Amendment No. 1) dated
September 3, 1997 and incorporated herein by reference).
4.6 Summary of Rights to Purchase Preferred Shares, as amended
as of September 3, 1997 to conform with Amendment No. 1 to
Rights Agreement, dated September 3, 1997 (filed as Exhibit
4.3 to the Registrant's Form 8-K dated September 3, 1997
(date of event: September 3, 1997) and incorporated herein
by reference).
4.7 Note Purchase Agreement dated as of September 24, 1998, by
and among Noble Drilling (Paul Romano) Inc. and each of the
note purchasers thereunder. Each note purchaser has entered
into a separate Note Purchase Agreement, which agreements
are substantially identical in all material respects, except
for the principal amount of notes to be purchased. A
schedule identifying each of the note purchasers that
entered into a Note Purchase Agreement with Noble Drilling
(Paul Romano) Inc. and the principal amount of notes to be
purchased by each such note purchaser is included as
Schedule A to the Note Purchase Agreement (filed as Exhibit
4.1 to the Registrant's Quarterly Report on Form 10-Q for
the three-month period ended September 30, 1998 and
incorporated herein by reference).
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.8 Trust Indenture and Security Agreement dated as of November
24, 1998, between Noble Drilling (Paul Romano) Inc. and
Chase Bank of Texas, National Association, as Trustee (filed
as Exhibit 4.18 to the Registrant's Registration Statement
on Form S-3 (No. 333-72059) and incorporated herein by
reference).
4.9 First Naval Mortgage covering the Noble Paul Romano dated as
of November 24, 1998, made by Noble Drilling (Paul Romano)
Inc. in favor of Chase Bank of Texas, National Association,
as Indenture Trustee (filed as Exhibit 4.19 to the
Registrant's Registration Statement on Form S-3
(No. 333-72059) and incorporated herein by reference).
4.10 Note Purchase Agreement dated as of July 1, 1998, by and
among Noble Drilling (Paul Wolff) Ltd., Chase Bank of Texas,
National Association, as Trustee, and each of the note
purchasers thereunder. Each note purchaser has entered into
a separate Note Purchase Agreement, which agreements are
substantially identical in all material respects, except for
the principal amount of notes purchased. A schedule
identifying each of the note purchasers that entered into a
Note Purchase Agreement with Noble Drilling (Paul Wolff)
Ltd. and the principal amount of notes purchased by each
such note purchaser is included in Annex I to the Note
Purchase Agreement (filed as Exhibit 4.4 to the Registrant's
Quarterly Report on Form 10-Q for the three-month period
ended September 30, 1998 and incorporated herein by
reference).
4.11 Indenture of First Naval Mortgage, dated as of July 1, 1998,
made by Noble Drilling (Paul Wolff) Ltd. in favor of Chase
Bank of Texas, National Association, as Trustee (filed as
Exhibit 4.5 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended September 30, 1998 and
incorporated herein by reference).
4.12 Parent Guaranty, dated as of July 1, 1998, by Noble Drilling
Corporation in favor of Chase Bank of Texas, National
Association, as Trustee (filed as Exhibit 4.6 to the
Registrant's Quarterly Report on Form 10-Q for the three-
month period ended September 30, 1998 and incorporated
herein by reference).
4.13 Second Amendment, dated September 10, 1998, to Credit
Agreement, dated as of August 14, 1997, among Noble Drilling
Corporation, the lending institutions listed from time to
time on Annex I thereto, Credit Lyonnais, New York Branch,
as Documentation Agent, and Christiana Bank Og Kreditkasse
ASA, New York Branch, as Administrative Agent (filed as
Exhibit 4.7 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended September 30, 1998 and
incorporated herein by reference).
4.14 Note Purchase Agreement dated as of December 21, 1998, by
and among Noble Drilling (Jim Thompson) Inc., Chase Bank of
Texas, National Association, as Trustee, and each of the
note purchasers hereunder. Each note purchaser has entered
into a separate Note Purchase Agreement, which agreements
are substantially identical in all material respects, except
for the principal amount of notes purchased. A schedule
identifying each of the note purchasers that entered into a
Note Purchase Agreement with Noble Drilling (Jim Thompson)
Inc. and the principal amount of notes purchased by each
such note purchaser is included as Annex I to the Note
Purchase Agreement (filed as Exhibit 4.24 to the
Registrant's Registration Statement on Form S-3 (No.
333-72059) and incorporated herein by reference).
4.15 Indenture of First Naval Mortgage, dated as of December 21,
1998, made by Noble Drilling (Jim Thompson) Inc. in favor of
Chase Bank of Texas, National Association, as Trustee (filed
as Exhibit 4.25 to the Registrant's Registration Statement
on Form S-3 dated (No. 333-72059) and incorporated herein by
reference).
4.16 Parent Guaranty, dated as of December 21, 1998, by Noble
Drilling Corporation in favor of Chase Bank of Texas,
National Association, as Trustee, filed as Exhibit 4.26 to
the Registrant's Registration Statement on Form S-3 (No.
333-72059) and incorporated herein by reference).
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
4.17 Third Amendment, dated February 25, 1999, to Credit
Agreement, dated as of August 14, 1997, among Noble Drilling
Corporation, the lending institutions listed from time to
time on Annex I thereto, Credit Lyonnais, New York Branch,
as Documentation Agent, and Christiana Bank Og Kreditkasse
ASA, New York Branch, as Administrative Agent (filed as
Exhibit 4.18 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1998 and incorporated herein
by reference).
4.18+ Fourth Consent, dated January 14, 2000, to Credit Agreement,
dated as of August 14, 1997, among Noble Drilling
Corporation, the lending institutions listed from time to
time on Annex I thereto, and Christiana Bank Og Kreditkasse
ASA, New York Branch, as Administrative Agent.
10.1 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).
10.2 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).
10.3 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).
10.4 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).
10.5 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).
10.6 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).
10.7* Noble Drilling Corporation 1991 Stock Option and Restricted
Stock Plan, as amended effective as of February 4, 1999
(filed as Exhibit 4.1 to the Registrant's Registration
Statement on Form S-8 (No. 33-62394) and incorporated herein
by reference).
10.8* 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).
10.9* 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).
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EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
10.10* 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).
10.11* ** Noble Drilling Corporation Short-Term Incentive Plan
(revised April 2000).
10.12* 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).
10.13* Amendment No. 1 to the Noble Drilling Corporation Amended
and Restated Thrift Restoration Plan dated January 29, 1998
(filed as Exhibit 10.18 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference).
10.14* 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).
10.15* Amendment No. 1 to the Noble Drilling Corporation Retirement
Restoration Plan dated January 29, 1998 (filed as Exhibit
10.18 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997 and incorporated herein by
reference).
10.16* 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).
10.17 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).
10.18* Employment Agreement, dated as of October 22, 1998, by and
between Noble Drilling Corporation and James C. Day (filed
as Exhibit 10.1 to the Registrant's Quarterly Report filed
on Form 10-Q for the three-month period ended September 30,
1998 and incorporated herein by reference).
10.19* Employment Agreement dated as of October 22, 1998, by and
between the Company and Julie J. Robertson (filed as Exhibit
10.3 to the Registrant's Quarterly Report filed on Form 10-Q
for the three-month period ended September 30, 1998 and
incorporated herein by reference).
10.20* Employment Agreement dated as of January 1, 1999 by and
between Noble Drilling Corporation and Robert D. Campbell
(filed as Exhibit 10.22 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1998 and
incorporated herein by reference).
10.21*+ Amendment to the Noble Drilling Corporation 1991 Stock
Option and Restricted Stock Plan, dated October 28, 1999.
12.1+ Statement re Computation of Ratio of Earnings to Fixed
Charges.
21.1+ Subsidiaries of the Registrant.
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
23.1+ Consent of PricewaterhouseCoopers LLP.
27.1+ Financial Data Schedule.
99.1** Financial Statements required by Form 11-K for the fiscal
year ended December 31, 1999 with respect to the Noble
Drilling Corporation 401(k) Savings Plan (including consent
of PricewaterhouseCoopers LLP regarding the incorporation by
reference thereof).
</TABLE>
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* Management contract or compensatory plan or arrangement required to be
filed as an exhibit hereto.
** Filed with this Amendment No. 1.
+ This exhibit was previously filed as part of, and is hereby
incorporated by reference to the same numbered exhibit filed with, the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999.
