<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8 )*
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Cliffs Drilling Company
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
18682C100
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(CUSIP Number)
Joseph D. Lehrer, Esq.
10 S. Broadway, Suite 2000, St. Louis, MO 63102 (314) 241-9090
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
May 1, 1996
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(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) of (4), check the following box / /.
Check the following box is a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following page(s))
Page 1 of 7 Pages
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<PAGE> 2
CUSIP NO. 18682C100 13D PAGE 2 OF 7 PAGES
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1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John D. Weil, SS# ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) /x/
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3 SEC USE ONLY
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4 SOURCE OF FUNDS**
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e).
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF
268,005, subject to the disclaimer contained in Item 5.
SHARES --------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
11,679, subject to the disclaimer contained in Item 5.
OWNED BY --------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
268,005, subject to the disclaimer contained in Item 5.
REPORTING --------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 11,679, subject to the disclaimer contained in Item 5.
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
508,678, subject to the disclaimer contained in Item 5.
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.22%
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14 TYPE OF REPORTING PERSON*
IN
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 18682C100 Page 3 of 7
AMENDMENT NO. 8 TO SCHEDULE 13D
The Reporting Person reported the acquisition of shares of the Common
Stock, $.01 par value ("Common Stock"), of Cliffs Drilling Company ("Issuer")
in an initial filing of this Schedule 13D on August 9, 1989, as amended by
Amendment No. 1 filed October 11, 1989, Amendment No. 2 filed January 29, 1991,
Amendment No. 3 filed December 22, 1993, Amendment No. 4 filed February 15,
1994, Amendment No. 5 filed April 8, 1994, Amendment No. 6 filed October 19,
1994 and Amendment No. 7 filed January 20, 1995. In this regard, Item 4, Item
5 and Item 6 are hereby amended as follow: All other items are unchanged
from the initial filing, as amended.
ITEM 4. Purpose of the Transaction.
The owners listed in Item 5 purchased the Common Stock of the Issuer for
general investment purposes. The owners listed in Item 5 may acquire
additional shares of the Common Stock of the Issuer, based upon their
respective investment decisions. The Reporting Person has been a member of the
Board of Directors of the Issuer since August 8, 1989. The Reporting Person is
also a member of the Board of Directors of Todd Shipyards, Inc., a Delaware
corporation which owns approximately 50,000 shares of Common Stock of the
Issuer. It is not contemplated that any of the acquisitions reported hereunder
or any future acquisitions will result in any change in the present management
of the Issuer.
The owners listed in Item 5 have no present plans or proposals which relate to
or would result in:
(a) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(b) a sale or transfer of a material amount of assets of the Issuer
or any of its subsidiaries;
(c) any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or term
of directors or fill any existing vacancies on the board;
(d) any material change in the present capitalization or dividend
policy of the Issuer;
(e) any other material change in the Issuer's business or corporate
structure;
(f) changes in the Issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(g) causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be quoted in an inter-dealer
quotation system of a registered national securities association;
(h) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act; or
(i) any action similar to those enumerated above.
<PAGE> 4
CUSIP NO. 18682C100 Page 4 of 7
ITEM 5. Interest in Securities of the Issuer.
(a) Subject to the disclaimer of beneficial ownership hereinafter set
forth, the Reporting Person hereby reports beneficial ownership of
508,678 shares of Common Stock in the manner hereinafter described:
<TABLE>
<CAPTION>
Percentage of
Relationship to Outstanding
Shares Held in Name of Reporting Person Number of Shares Securities
- ----------------------------- -------------------- ---------------- --------------------
<S> <C> <C> <C>
John D. Weil Reporting Person 201,439 3.25%
Mark S. Weil Brother 48,939 .79%
Richard K. Weil, Jr. Brother 64,772 1.05%
Paula K. Weil Sister 65,666 1.06%
RKW Management Services, L.P. Partnership 41,780 .67%
Controlled by
Reporting Person
Mark S. Weil and John D. Weil, Trustees Nephew 3,893 .06%
for Daniel D. Weil (Item 10 Trust)
Mark S. Weil, Trustee for Daniel D. Trust for Nephew 9,000 .15%
Weil, ex. by Richard K. Weil
Daniel D. Weil Nephew 6,393 .10%
Mark S. Weil and John D. Weil, Trustees Nephew 3,893 .06%
for Alexander P. Weil (Item 10 Trust)
Mark S. Weil, Trustee for Alexander P. Trust for Nephew 5,000 .08%
Weil, ex. by Richard K. Weil
Mark S. Weil, Trustee for Alexander P. Trust for Nephew 10,651 .17%
Weil Trust dated June 5, 1995
John D. Weil, Trustee for Victoria L. Trust for Daughter 9,000 .15%
Weil, ex. by Richard K. Weil
John D. Weil, Trustee for Victoria L. Daughter 3,893 .06%
Weil (Item 10 Trust)
Victoria L. Weil Daughter 6,000 .10%
John D. Weil, Trustee for Gideon J. Weil, Trust for Son 8,000 .13%
ex. by Richard K. Weil
John D. Weil, Trustee for Gideon J. Weil Son 3,893 .06%
(Item 10 Trust)
Gideon J. Weil Son 7,787 .13%
</TABLE>
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CUSIP NO. 18682C100 Page 5 of 7
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Richard K. Weil, Jr. and John D. Weil, Nephew 3,893 .06%
Trustees for Samuel J. G. Weil (Item 10
Trust)
Samuel J.G. Weil Nephew 2,893 .05%
Gabriel I. Weil Nephew 1,893 .03%
___________ ________
TOTAL 508,678 8.22%
======= =====
(-.01 rounding error)
</TABLE>
The foregoing percentages assume that the Issuer has 6,189,930 shares of
Common Stock outstanding.
All shares held in the name of family members or family trusts of the
Reporting Person are reported as beneficially owned by the Reporting Person
because those family members or trusts may seek investment advise or voting
advice of the Reporting Person. All shares held in the name of the partnership
controlled by the Reporting Person are reported as beneficially owned by the
Reporting Person because, as the sole shareholder of the corporate general
partner of such partnership, the Reporting Person has voting and investment
power with respect to the shares owned by such partnership. Except for Common
Stock held in the name of the Reporting Person, or in trust wherein the
Reporting Person is the trustee, or in the name of a partnership controlled by
the Reporting Person, there is no written document or agreement conferring the
right of the Reporting Person to acquire or dispose of the Stock or giving the
Reporting Person the right to vote such shares of Stock.
AS PROVIDED IN S.E.C. REGULATION Section 240.13d-4, THE REPORTING PERSON
HEREBY DECLARES THAT THIS STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION THAT
HE IS, FOR THE PURPOSES OF SECTION 13(d) OR 13(g) OF THE SECURITIES EXCHANGE
ACT, THE BENEFICIAL OWNER OF THE SECURITIES COVERED BY THIS STATEMENT.
(b) Subject to the above disclaimer of beneficial ownership, for each
person named in paragraph (a), the number of shares as to which there
is sole power to vote or direct the vote, shared power to vote or
direct the vote, sole power to dispose or direct the disposition, or
shared power to dispose or direct the disposition, is the same as in
paragraph (a).
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CUSIP NO. 18682C100 Page 6 of 7
(c)
<TABLE>
<CAPTION>
Net
Price
Number Per Transaction
Sale in the Name of Date of Shares Share Made Through
------------------- ---- --------- ----- ------------
<S> <C> <C> <C> <C>
Richard K. Weil, Jr. 4/11/96 10,000 23 1/2 Jefferies & Co.
John D. Weil 4/11/96 10,000 23 1/2 Jefferies & Co.
Paula K. Weil 4/11/96 11,000 23 1/2 Jefferies & Co.
John D. Weil 5/1/96 10,000 25 1/4 Jefferies & Co.
Mark S. Weil, Trustee for Daniel 5/1/96 3,000 25 1/4 Jefferies & Co.
D. Weil, ex. by Richard K. Weil
Mark S. Weil, Trustee for 5/1/96 5,000 25 1/4 Jefferies & Co.
Alexander P. Weil, ex. by Richard
K. Weil
John D. Weil, Trustee for Victoria L. 5/1/96 5,000 25 1/4 Jefferies & Co.
Weil, ex. by Richard K. Weil
John D. Weil, Trustee for Gideon J. 5/1/96 5,000 25 1/4 Jefferies & Co.
Weil, ex. by Richard K. Weil
Clayton Management Company 5/1/96 3,787 25 1/4 Jefferies & Co.
RKW Management Services, L.P. 5/1/96 5,000 25 1/4 Jefferies & Co.
</TABLE>
(d) Not applicable.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The Reporting Person is Trustee of several of the trusts mentioned in Item
5. The Reporting Person is sole shareholder of the corporate general partner
of the partnership mentioned in Item 5. The Reporting Person is related to all
other persons mentioned in Item 5, including the trustees and beneficiaries of
all of the trusts mentioned in Item 5. The Reporting Person is also a member
of the Board of Directors of Todd Shipyards, Inc., a Delaware corporation,
which presently owns approximately 50,000 shares of the outstanding Common
Stock of the Issuer. The Reporting Person and Todd Shipyards, Inc. do not have
any agreements with respect to the securities of the Issuer.
<PAGE> 7
CUSIP NO. 18682C100 Page 7 of 7
ITEM 7. Material to be Filed as Exhibits.
None.
After reasonable inquiry, and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/ John D. Weil
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John D. Weil
May 8, 1996
