<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<TABLE>
<S> <C>
[ ] 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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
NOBLE DRILLING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
NOBLE DRILLING CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
(5) Total fee paid:
-----------------------------------------------------------------------
[ ] 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:
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(4) Date Filed:
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<PAGE> 2
[NOBLE DRILLING CORPORATION LOGO]
NOBLE DRILLING CORPORATION
10370 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77042
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 27, 2000
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 27, 2000,
at 10:00 a.m., local time, at the St. Regis 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 2003; 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 8, 2000 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 1999 and financial statements
for the fiscal year ended December 31, 1999 are contained in the accompanying
1999 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 23, 2000
<PAGE> 3
[NOBLE DRILLING CORPORATION LOGO]
NOBLE DRILLING CORPORATION
10370 RICHMOND AVENUE, SUITE 400
HOUSTON, TEXAS 77042
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 27, 2000
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 23, 2000.
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 401(k) Savings
Plan, as amended (the "Savings Plan"), from the plan participant. The trustee
under the Savings Plan will vote the shares of Common Stock credited to Savings
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 Savings Plan, the trustee under the Savings 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 8,
2000, 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 132,602,991 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, 1999 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>
Name and Address of Common Stock
Beneficial Owner Beneficially Owned
------------------- ----------------------------------
Number Percent of
of Shares Class
------------- ----------
<S> <C> <C>
AXA Financial, Inc.................................... 16,068,550(1) 12.2%
1290 Avenue of the Americas
New York, New York 10104
Massachusetts Financial Services Company.............. 13,661,308(2) 10.4%
500 Boylston Street
Boston, Massachusetts 02116
FMR Corp.............................................. 12,979,534(3) 9.9%
82 Devonshire Street
Boston, Massachusetts 02109
</TABLE>
- --------------------
(1) According to a Schedule 13G (Amendment No. 4), dated February 14, 2000,
filed with the Securities and Exchange Commission (the "SEC") by AXA
Financial, Inc. jointly with AXA Conseil Vie Assurance Mutuelle, AXA
Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, and AXA
Courtage Assurance Mutuelle and AXA, the amount beneficially owned
includes (i) 233,900 shares beneficially owned by The Equitable Life
Assurance Society of the United States, with respect to which it has
sole investment power and sole voting power, (ii) 15,796,975 shares
beneficially owned by Alliance Capital Management L.P., with respect to
which it has sole investment power and with respect to 5,960,725 shares
of which it has sole voting power and 7,024,300 shares of which it has
shared voting power, (iii) 10,575 shares beneficially owned by
Donaldson, Lufkin & Jenrette Securities Corporation, with respect to
which it has shared investment power, and (iv) 27,100 shares
beneficially owned by Wood, Struthers & Winthrop Management
Corporation, with respect to 22,100 shares of which it has sole
investment power and with respect to 9,200 shares of which it has sole
voting power.
(2) According to a Schedule 13G (Amendment No. 1), dated February 18, 2000,
filed with the SEC, Massachusetts Financial Services Company has sole
voting power with respect to 12,944,808 of such shares and sole
investment power with respect to all of such shares.
(3) According to a Schedule 13G (Amendment No. 1), dated February 14, 2000,
filed with the SEC by FMR Corp. jointly with Edward C. Johnson 3d and
Abigail P. Johnson, the amount beneficially owned includes (i)
9,889,270 shares owned by several investment companies ("Funds") for
which Fidelity Management & Research Company ("Fidelity") acts as
investment adviser and (ii) 2,877,164 shares owned by Fidelity
Management Trust Company ("FMTC") in its capacity as investment manager
of certain institutional accounts. FMR Corp. is the parent of Fidelity
and FMTC and is controlled by Edward C. Johnson 3d. Neither FMR Corp.
nor Mr. Johnson has sole voting power with respect to the shares owned
by the Funds. Mr. Johnson and FMR Corp., through its control of FMTC,
each has sole investment power with respect to 2,877,164 of such shares
and sole voting power with respect to 2,427,764 of such shares.
Fidelity International Limited, acting as an investment adviser to
non-U.S. investment companies and certain institutional investors, is
the beneficial owner of 213,100 of such shares.
2
<PAGE> 5
ELECTION OF DIRECTORS
The Certificate of Incorporation and Bylaws of the Company provide for three
classes of directors, with 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 ten.
The Board of Directors has nominated Robert D. Campbell, James C. Day and
Marc E. Leland from the class of directors whose term expires at the 2000 annual
meeting for re-election as directors of the Company to serve three-year terms
expiring in 2003.
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 2000 annual meeting, is
presented below.
NOMINEES FOR DIRECTORS
ROBERT D. CAMPBELL,
age 49, director since 1999 Mr. Campbell has served as President of
the Company since January 1, 1999 and as
a Director since February 4, 1999. Prior
to January 1, 1999, Mr. Campbell
practiced corporate and securities law as
a senior shareholder with the law firm of
Thompson & Knight, P.C. and served as
general counsel to the Company for more
than five years.
JAMES C. DAY,
age 56, director since 1983 Mr. Day has served as Chairman of the
Board since October 22, 1992 and as Chief
Executive Officer of the Company since
January 1, 1984, and he served as
President from January 1, 1984 to January
1, 1999. 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.
MARC E. LELAND,
age 61, 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.
CLASS WHOSE TERM EXPIRES IN 2002
LAWRENCE J. CHAZEN,
age 59, 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 57, 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 65, 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.
3
<PAGE> 6
CLASS WHOSE TERM EXPIRES IN 2001
MICHAEL A. CAWLEY,
age 52, 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 71, 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.
JAMES L. FISHEL,
age 68, 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.
JACK E. LITTLE,
age 61, director since 2000 Mr. Little was President and Chief
Executive Officer of Shell Oil Company,
and a member of the Board of Directors
and Chairman and Chief Executive Officer
of Shell Exploration & Production Company
for more than five years until his
retirement in June 1999.
ADDITIONAL INFORMATION REGARDING THE BOARD OF DIRECTORS
BOARD MEETINGS AND COMMITTEES
During 1999 the Board of Directors held six meetings. The Company has
standing audit, compensation, finance and nominating committees of the Board of
Directors. The current members of the committees, number of meetings held by
each committee in 1999, and a brief description of the functions performed by
each committee are set forth below:
Audit Committee (four meetings). William A. Sears, Chairman; Robert D.
Campbell; Lawrence J. Chazen; and James L. Fishel. 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.
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.
4
<PAGE> 7
Finance Committee (five meetings). James L. Fishel, Chairman; Michael
A. Cawley; and James C. Day. The primary responsibilities of the finance
committee are to review and make recommendations to the Board of Directors
with regard to the financial affairs and policies of the Company, including
capital requirements and structure, share repurchase programs, dividend
policy and long-range financial strategic planning.
Nominating Committee (one meeting). Michael A. Cawley, Chairman;
Lawrence J. Chazen; 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 2001 annual meeting of stockholders must be received by the Company
no later than January 19, 2001.
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 1999. 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.
EMPLOYMENT AGREEMENTS
James C. Day, Robert D. Campbell and Julie J. Robertson, in their capacities
as (i) Chairman and Chief Executive Officer, (ii) President and (iii) Corporate
Secretary and Vice President - Administration, respectively, have each executed
employment agreements with the Company. These employment agreements become
effective upon a change of control of the Company (within the meaning set forth
in the agreements) or a termination of employment in connection with or in
anticipation of a change of control, and remain effective for three years
thereafter.
The agreements provide that if the officer's employment is terminated within
three years after a change of control or prior to but in anticipation of a
change of control, either (1) by the Company for reasons other than death,
disability or "cause" (as defined in the agreement) or (2) by the officer for
"good reason" (which term includes a diminution of responsibilities or
compensation, or a determination by the officer to leave during the 30-day
period immediately following the first anniversary of the change of control),
the officer will receive: (a) any unpaid portion of his current salary and
prorated portion of his highest bonus paid either in the last three years before
the change of control or for the last completed fiscal year after the change of
control (the "Highest Bonus"); (b) a lump sum payment equal to three times the
sum of his annual base salary (based on the highest monthly salary paid in the
12 months prior to the change of control) and his Highest Bonus; (c) benefits to
him and his family at least equal to those which would have been provided had
the employment not been terminated for a three-year period; (d) any compensation
previously deferred by the officer (together
5
<PAGE> 8
with any accrued interest or earnings thereon) and any accrued vacation pay; and
(e) a lump sum amount equal to the excess of (i) the actuarial equivalent of the
benefit under the qualified defined benefit retirement plan of the Company and
its affiliated companies in which the officer is eligible to participate had the
officer's employment continued for three years after termination over (ii) the
actuarial equivalent of the officer's actual benefit under such plans. The
agreements also require the Company to make an additional payment in an amount
such that after the payment of all income and excise taxes, the officer will be
in the same after-tax position as if no excise tax under Section 4999 of the
Internal Revenue Code (the so-called Parachute Payment excise tax), if any, had
been imposed.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth as of January 31, 2000 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
Robert D. Campbell..................................... 88,389 (3) --
Michael A. Cawley...................................... 2,208,840 (3)(4) 1.7%
Lawrence J. Chazen..................................... 31,308 (3) --
Tommy C. Craighead..................................... 90,405 (3) --
James C. Day........................................... 716,566 (3) .5%
William J. Dore........................................ 62,678 (3) --
James L. Fishel........................................ 30,281 (3) --
Marc E. Leland......................................... 60,402 (3) --
Jack E. Little......................................... -- --
William A. Sears....................................... 23,808 --
Named Executive Officers (excluding
any director named above) and Group
Julie J. Robertson..................................... 219,719 (3) 0.2%
Steven A. Manz......................................... 6,691 (3) --
Mark L. Mey............................................ 43,705 (3) --
All directors and executive
officers as a group (13 persons)..................... 3,582,792 (5) 2.7%
</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 shares attributable to shares of Common Stock not outstanding but
subject to currently exercisable options, as follows: Mr. Campbell-- 25,000
shares; Mr. Cawley-- 27,500 shares; Mr. Chazen-- 20,500 shares; Mr.
Craighead-- 27,500 shares; Mr. Day-- 455,832 shares; Mr. Dore-- 10,000
shares; Mr. Fishel-- 27,500 shares; Mr. Leland-- 20,500 shares; Mr. Sears--
10,000 shares; Ms. Robertson-- 151,000 shares; Mr. Manz -- 6,266 shares;
and Mr. Mey-- 41,999 shares.
(4) 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.
(5) Includes 823,597 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
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 stockholder 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 1999 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 1999 were weighted with
respect to two criteria as follows: net income (50 percent) and cash flow from
operations (50 percent). The divisions' goals for 1999 were weighted with
respect to four criteria: safety results (40 percent), net income (20 percent),
cash flow from operations (20 percent) and budgeted capital expenditures (20
percent).
7
<PAGE> 10
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 incentives 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, 1997 and
1999, the Company has flexibility in creating options and awarding restricted
stock.
On January 1, 1999, the Committee awarded 15,000 shares of restricted
stock to an executive officer of the Company who joined the Company at that
time. The shares of restricted stock are subject to vesting/forfeiture
provisions over a three-year period and continuous employment by the awardee.
The Common Stock had a fair market value at the date of such award of $12.94. On
October 28, 1999, the Committee awarded an aggregate of 230,000 shares of
restricted stock to a total of six employees, including three executive officers
of the Company. The shares of restricted stock are subject to vesting/forfeiture
provisions over a five-year period and continuous employment by the awardee. The
Common Stock had a fair market value at the date of such award of $21.44 per
share.
On January 1, 1999, the Committee granted stock options to the executive
officer of the Company who joined the Company at that time. On October 28, 1999,
the Committee granted stock options to officers of the Company. Each officer
received stock options that were based on his or her responsibilities and
relative position in the Company. All stock options in 1999 were granted with an
exercise price of fair market value at the date of grant. One-third of the stock
options granted in January and October vest annually commencing on the first
anniversary of the date of the grant.
1999 COMPENSATION OF CEO
The 1999 salary of the CEO was determined by the Committee in October 1997
as a function of performance and competitive industry factors as provided by
Towers Perrin. At the recommendation of the CEO, the Committee did not grant the
CEO an increase in salary during 1998. Additionally in 1998, although a bonus
under the STIP was earned by the CEO, it was the recommendation of the CEO that
bonuses not be granted to officers of the Company due to the fact that not all
divisions had met the goals under the STIP. In October 1999, the Committee
approved an increase in salary for the CEO to $600,000 per year, effective
November 1, 1999, based upon competitive and financial data presented by Towers
Perrin. The calculated bonus paid to the CEO for 1999 under the STIP, applying
the performance goals criteria and adjustment factors discussed above under
"Compensation Policies and Programs - Annual Incentive Bonus," was $675,000. All
divisions of the Company met or exceeded the performance goals under the STIP in
1999.
On October 28, 1999, the Committee granted the CEO an option to purchase
100,000 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 Company's 1999 results of operations under the
CEO's leadership. Pursuant to the above-described policies and programs
regarding restricted stock awarded under the Option Plan, the Committee awarded
the CEO 75,000 shares of restricted stock in October 1999.
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 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.
8
<PAGE> 11
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 1999 adequately reflect the compensation goals and
policies of the Company.
March 17, 2000 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 1999 exceeded $100,000 (collectively, the "named
executive officers") for the years indicated.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
----------------------------- -------------------------------------------------
SECURITIES VALUE OF
OTHER UNDERLYING LONG TERM
ANNUAL RESTRICTED OPTIONS INCENTIVE ALL OTHER
NAME AND COMPEN- STOCK (NUMBER OF PLAN COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SATION AWARDS(1) SHARES)(2) PAY-OUTS SATION
------------------ ---- -------- -------- ------- ---------- ---------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
James C. Day, 1999 $537,500 $675,000 $7,161 $1,556,250 100,000 $475,930 $14,076 (3)
Chairman and CEO 1998 $525,000 $ 0 $6,995 $ 960,500 250,000 $760,296 $15,654
1997 $504,167 $393,750 $4,918 $ 0 175,000 $470,459 $16,404
Robert D. Campbell, 1999 $327,500 $280,500 $ 0 $1,231,600 140,000 $ 0 $ 8,272 (3)
President
Byron L. Welliver, 1999 $210,833 $ 0 $1,234 $ 0 0 $165,066 $10,424 (5)
Senior Vice President-- 1998 $230,000 $ 0 $3,359 $ 302,275 120,000 $237,008 $11,134
Finance, Treasurer and 1997 $217,500 $126,500 $3,181 $ 0 54,000 $129,375 $11,015
Controller (4)
Julie J. Robertson, 1999 $157,500 $114,750 $ 0 $ 622,500 45,000 $ 57,579 $ 9,365 (5)
Vice President-- 1998 $155,000 $ 0 $ 0 $ 341,825 110,000 $ 78,126 $ 9,300
Administration and 1997 $138,333 $ 69,750 $ 0 $ 0 37,000 $ 43,108 $ 8,300
Corporate Secretary
Mark L. Mey, 1999 $ 95,832 $ 45,000 $ 0 $ 0 7,500 $ 0 $ 2,976 (5)
Director of Internal 1998 $ 95,000 $ 7,500 $ 0 $ 0 35,000 $ 25,467 $ 3,990
Audit and Special 1997 $ 85,333 $ 28,500 $ 0 $ 0 18,000 $ 32,344 $ 3,584
Projects
Steven A. Manz, 1999 $ 76,542 $ 47,250 $ 0 $ 0 15,000 $ 0 $ 3,215 (5)
Director of Accounting 1998 $ 70,000 $ 7,500 $ 0 $ 0 13,000 $ 0 $ 2,940
and Investor Relations 1997 $ 63,700 $ 10,500 $ 0 $ 0 1,600 $ 0 $ 2,675
</TABLE>
- -------------------
(1) Dollar values of awards of Restricted Shares shown in the table for 1999
represent restricted stock awards made during 1999. Mr. Campbell was
awarded 15,000 restricted shares on January 1, 1999, with a value based on
the closing price of the Common Stock on December 31, 1998 ($12.94).
One-third of such Restricted Shares, which are not subject to
performance-based conditions, vested on January 1, 2000, and one-third of
the Restricted Shares will vest on each of January 1, 2001 and 2002.
Restricted Shares were also awarded on October 28, 1999. The dollar values
of such awards of Restricted Shares are based on the closing price of the
Common Stock on October 28, 1999 ($20.75), and represent the following
number of shares: Mr. Day - 75,000 shares; Mr. Campbell - 50,000 shares;
and Ms. Robertson - 30,000 shares. One-fifth of such Restricted Shares,
which are not subject to performance-based conditions, will vest on each of
October 28, 2000, 2001, 2002, 2003 and 2004.
(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 a defined contribution
plan (and unfunded, nonqualified excess benefit plan), term life insurance
premiums and directors' fees, respectively, as follows: Mr. Day - $9,600,
$3,976 and $500; and Mr. Campbell - $7,858, $414 and $500.
(4) Mr. Welliver retired from the Company in November 1999.
(5) Consists of Company (or subsidiary) contributions to a defined contribution
plan (and unfunded, nonqualified excess benefit plan) and term life
insurance premiums, respectively as follows: Mr. Welliver - $9,600 and
$824; Ms. Robertson - $9,365 and $0; Mr. Mey - $2,976 and $0; and Mr. Manz
- $3,215 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, 1999 to each
of the named executive officers.
OPTION/SAR GRANTS IN 1999
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
-------------------------------------------------------
NUMBER OF PERCENT OF POTENTIAL REALIZABLE VALUE AT
SECURITIES TOTAL ASSUMED
UNDERLYING OPTIONS ANNUAL RATES OF STOCK PRICE
OPTIONS GRANTED EXERCISE APPRECIATION FOR OPTION TERM
GRANTED TO PRICE EXPIRA- (1)
(NUMBER OF EMPLOYEES PER TION -----------------------------
NAME SHARES) IN 1999 SHARE DATE 5% (4) 10% (5)
- ---- ----------- ---------- -------- -------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
James C. Day 100,000 (2) 6.47% $21.44 10/28/09 $1,348,500 $3,417,000
Robert D. Campbell 75,000 (3) 4.20% $12.53 01/01/09 $ 591,000 $1,497,750
65,000 (2) 4.85% $21.44 10/28/09 $ 876,500 $2,221,000
Julie J. Robertson 45,000 (2) 2.91% $21.44 10/28/09 $ 606,750 $1,537,500
Mark L. Mey 7,500 (2) .48% $21.44 10/28/09 $ 101,000 $ 256,250
Steven A. Manz 15,000 (2) .97% $21.44 10/28/09 $ 202,250 $ 512,500
</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) Amounts represent a single grant of options on October 28, 1999. One-third
of the options becomes exercisable on each of October 28, 2000, 2001 and
2002.
(3) Amount represents a single grant of options on January 1, 1999. One-third
of the options became exercisable on January 1, 2000, and one-third becomes
exercisable on each of January 1, 2001 and 2002.
(4) Reflects an assumed market price per share of Common Stock of $20.41 for
the grant made in January and $34.92 for the grants made in October.
(5) Reflects an assumed market price per share of Common Stock of $32.50 for
the grant made in January and $55.61 for the grants made in October.
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, 1999, and the unexercised options held at December 31, 1999 and the
value thereof, by each of the named executive officers.
AGGREGATED OPTION/SAR EXERCISES IN 1999
AND 12/31/99 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 12/31/99 (SHARES) 12/31/99
(NUMBER VALUE --------------------------- ----------------------------
NAME OF SHARES) REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James C. Day 204,000 $ 4,348,146 393,332 331,668 $ 6,751,4 $3,558,747
Robert D. Campbell -- $ -- -- 140,000 $ -- $2,251,650
Byron L. Welliver 70,000 $ 1,560,800 n/a n/a $ n/a $ n/a
Julie J. Robertson 6,800 $ 137,376 128,666 133,334 $2,404,226 $1,455,056
Mark L. Mey 6,167 $ 108,212 32,665 37,835 $ 427,217 $ 350,788
Steven A. Manz 1,334 $ 12,590 5,266 24,334 $ 63,095 $ 280,125
</TABLE>
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
AT AGE 65 AFTER COMPLETION OF THE FOLLOWING YEARS OF SERVICE (2)
FIVE-YEAR AVERAGE -----------------------------------------------------------------------
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 1999.
(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, 1999, the named executive officers had the following
approximate credited years of service for retirement purposes: Mr. Day--21; Mr.
Campbell--1; Ms. Robertson--10; Mr. Mey-- 5; and Mr. Manz-- 4.
12
<PAGE> 15
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>
1994 1995 1996 1997 1998 1999
---- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Company 100 153.2 338.3 521.3 220.2 557.4
Competitor Group Index (3) 100 201.8 455.1 607.5 190.5 378.7
NYSE Stock Market Index 100 135.6 164.4 218.4 262.0 288.0
(U.S. Companies)
</TABLE>
(1) Total return assuming reinvestment of dividends. Assumes $100 invested on
January 1, 1995 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 seven industry participants: Atwood
Oceanics, Inc., Energy Service Company, Inc. (ENSCO), Global Marine Inc.,
Marine Drilling Companies, Inc., R & B Falcon Corporation, Rowan Companies,
Inc. and Santa Fe International Corporation. Because Cliffs Drilling
Company was merged into R & B Falcon Corporation as of December 1, 1998, it
has been deleted from the peer group used in the Company's proxy statement
for the 1999 annual meeting. Santa Fe International Corporation was added
to the peer group for 1998, effective from the date its shares became
listed for trading (June 10, 1997), and has replaced Cliffs Drilling
Company. Total return calculations were weighted according to the
respective company's market capitalization.
13
<PAGE> 16
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 TWELVE 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 1998 1999
---- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Company 100 121.9 231.3 181.3 78.1 110.9 218.8 146.9 225.0 496.9 765.6 323.4 818.8
Competitor Group Index (3) 100 89.2 161.7 142.5 80.8 75.9 130.0 105.4 212.7 479.7 640.3 200.8 399.2
NYSE Stock Market Index 100 117.6 152.5 145.6 191.2 208.0 229.7 229.7 311.3 377.6 501.6 601.8 659.6
(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 seven industry participants: Atwood
Oceanics, Inc., Energy Service Company, Inc. (ENSCO), Global Marine Inc.,
Marine Drilling Companies, Inc., R & B Falcon Corporation, Rowan Companies,
Inc. and Santa Fe International Corporation. Because Cliffs Drilling
Company was merged into R & B Falcon Corporation as of December 1, 1998, it
has been deleted from the peer group used in the Company's proxy statement
for the 1999 annual meeting. Santa Fe International Corporation was added
to the peer group for 1998, effective from the date its shares became
listed for trading (June 10, 1997), and has replaced Cliffs Drilling
Company. Total return calculations were weighted according to the
respective company's market capitalization.
14
<PAGE> 17
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, 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.
AUDITORS
The Board of Directors has appointed PricewaterhouseCoopers LLP, which has
audited the Company's financial statements since 1994, to audit the financial
statements of the Company for the year ending December 31, 2000. Such
appointment will not be submitted to stockholders for ratification or approval.
Representatives of PricewaterhouseCoopers 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 2001 annual meeting of stockholders, which is currently
scheduled to be held on April 25, 2001, must be received by the Company at its
office in Houston, Texas, addressed to the Secretary of the Company, no later
than November 17, 2000. Stockholders who intend to present a proposal at the
2001 annual meeting of stockholders without inclusion of such proposal in the
Company's proxy materials must provide notice of such proposal to the Company
not later than 90 days prior to the meeting in the case of proposals to nominate
persons for election to the Board of Directors and not less than 60 nor more
than 120 days in advance of the meeting for all other stockholder proposals.
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 $5,500 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 and
Chief Executive Officer
Houston, Texas
March 23, 2000
15
<PAGE> 18
NOBLE DRILLING CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James C. Day and Robert D. Campbell, 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 8, 2000, at the annual meeting of stockholders to be held
on April 27, 2000 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.
1. ELECTION OF DIRECTORS FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all
contrary below) [ ] nominees listed
below [ ]
ROBERT D. CAMPBELL JAMES C. DAY MARC E. LELAND
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write the 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 THE REVERSE SIDE)
<PAGE> 19
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:__________________________________, 2000
______________________________________________
______________________________________________
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.
2
