<PAGE> 1
As filed with the Securities and Exchange Commission on March 18, 1997
Registration No 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
DIAMOND OFFSHORE DRILLING, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 1381 76-0321760
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
DIAMOND OFFSHORE DRILLING, INC. RICHARD L. LIONBERGER, ESQ.
15415 KATY FREEWAY VICE PRESIDENT, GENERAL COUNSEL AND COPY TO:
HOUSTON, TEXAS 77094 SECRETARY JAMES L. RICE III, ESQ.
(281) 492-5300 15415 KATY FREEWAY WEIL, GOTSHAL & MANGES LLP
(Address, Including Zip Code, and HOUSTON, TEXAS 77094 700 LOUISIANA, SUITE 1600
Telephone Number, (281) 492-5300 HOUSTON, TEXAS 77002
Including Area Code, of Registrant's (Name, Address, Including Zip Code and (713) 546-5000
Principal Executive Offices) Telephone Number, Including Area
Code, of Agent For Service)
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From
time to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==================================================================================================================================
Proposed maximum
Title of each class of Amount to be offering price per Proposed maximum Amount of
securities to be registered registered share (1) aggregate offering price(1) registration fee
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 4,000,000 shares $62.25 $249,000,000 $75,454.55
==================================================================================================================================
</TABLE>
(1) The shares are to be offered at prices not presently determinable. The
offering price is estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(c) under the Securities Act of
1933, as amended, using the average of the high and low prices reported
by the New York Stock Exchange on March 12, 1997.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================
<PAGE> 2
EXPLANATORY NOTE
This Registration Statement contains two forms of prospectus: one to be
used by the Company in connection with the issuance and sale from time to time
by the Company of shares of Common Stock in connection with its acquisition of
the securities or assets of other businesses (the "Company Prospectus") and one
to be used principally by persons who have received shares of Common Stock of
the Company in connection with acquisitions by the Company of securities or
assets held by such persons, or their transferees, and who wish to offer and
sell such shares in transactions in which they and any broker-dealer through
whom such shares are sold may be deemed to be Underwriters within the meaning
of the Securities Act (the "Selling Stockholders Prospectus"). The Company
Prospectus and the Selling Stockholders Prospectus will be identical in all
respects except that they will contain different front and back cover pages and
the Selling Stockholders Prospectus will contain an additional section under
the caption "Manner of Offering." The Company Prospectus is included herein
and is followed by those pages to be used in the Selling Stockholders
Prospectus which differ from, or are in addition to, those in the Company
Prospectus. Each of the alternate or additional pages for the Selling
Stockholders Prospectus included herein has been labeled "Alternate Page for
Selling Stockholders Prospectus." If required pursuant to Rule 424(b) of the
General Rules and Regulations under the Securities Act, ten copies of each of
the prospectuses in the forms in which they are used after this Registration
Statement becomes effective will be filed with the Commission.
<PAGE> 3
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such state.
[DIAMOND OFFSHORE LOGO]
SUBJECT TO COMPLETION, DATED MARCH 18, 1997
4,000,000 SHARES
DIAMOND OFFSHORE DRILLING, INC.
COMMON STOCK
($.01 par value)
________________
PROSPECTUS
________________
This Prospectus relates to 4,000,000 shares of common stock, par value
$0.01 per share (the "Common Stock"), of Diamond Offshore Drilling, Inc., a
Delaware corporation (the "Company"), which may be offered and issued from time
to time by the Company in connection with its acquisition of the securities or
assets of other businesses. It is expected that the terms of acquisitions
involving the issuance and sale by the Company of Common Stock covered by this
Prospectus will be determined by direct negotiations with the owners or
controlling persons of the businesses whose securities or assets are acquired.
The Company expects that the shares of Common Stock issued in exchange for
securities or assets in business combination transactions will be valued at
prices reasonably related to market prices of the Common Stock either at the
time the terms of an acquisition are agreed upon or at or about the time of
delivery of such shares of Common Stock.
The Registration Statement of which this Prospectus is a part also
relates to the offer and sale of Common Stock from time to time by persons who
have received shares of Common Stock in connection with acquisitions by the
Company of securities or assets held by such persons, or their transferees, and
who wish to offer and sell such shares in transactions in which they and any
broker-dealer through whom such shares are sold may be deemed to be
Underwriters within the meaning of the Securities Act of 1933, as amended (the
"Securities Act").
All expenses of the offering by the Company hereby will be paid by the
Company. No underwriting discounts or commissions will be paid in connection
with the issuance of Common Stock, although finder's fees may be paid with
respect to specific acquisitions. Any person receiving a finder's fee may be
deemed to be an Underwriter within the meaning of the Securities Act.
The Common Stock is listed on the New York Stock Exchange (the "NYSE")
under the symbol "DO." On March 17, 1997, the closing price of the Common
Stock on the NYSE was $66.25 per share.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
________________
The date of this Prospectus is _________ ___, 199__.
<PAGE> 4
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission") relating to its business, financial
position, results of operations and other matters. Such reports and other
information can be inspected and copied at the Public Reference Section
maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at certain of its Regional Offices, located at
Northwest Atrium Center (Suite 1400), 500 West Madison Street, Chicago,
Illinois 60661, and Seven World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can also be obtained from the Public Reference
Section of the Commission at prescribed rates. Such material can also be
inspected at the offices of the New York Stock Exchange, Inc., 20 Broad
Street, New York, New York 10005. Such material may also be accessed
electronically by means of the Commission's home page on the Internet
(http://www.sec.gov).
The Company has filed with the Commission a registration statement on
Form S-4 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the securities offered hereby.
This Prospectus does not contain all the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. Reference is made to the
Registration Statement and to the exhibits relating thereto for further
information with respect to the Company and the securities offered hereby.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference herein its Annual Report on
Form 10-K for the fiscal year ended December 31, 1996 and its Current Reports
on Form 8-K dated January 29, 1997 and February 11, 1997, all of which have
been previously filed with the Commission under File No. 1-13926, and the
description of Common Stock of the Company that is contained in the
registration statement on Form 8-A dated September 6, 1995 filed under the
Exchange Act under File No. 1-13926, and Amendment No. 1 thereto on Form 8-A/A
dated October 9, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act after the date of this Prospectus and before the
termination of the offering of the Common Stock offered hereby shall be deemed
incorporated herein by reference, and such documents shall be deemed to be a
part hereof from the date of filing such documents. Any statement contained
herein, in a document incorporated or deemed to be incorporated by reference
herein, or in any supplement to this Prospectus, shall be deemed to be modified
or superseded for purposes of this Prospectus to the extent that a statement
contained in any other subsequently filed document which also is or is deemed
to be incorporated by reference herein or in any prospectus supplement modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, on the written or oral request of any such person, a
copy of any or all of the above documents incorporated or deemed to be
incorporated herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the documents
that this Prospectus incorporates). Written or oral requests should be
directed to: Diamond Offshore Drilling, Inc., 15415 Katy Freeway, Houston,
Texas 77094; Attn: Corporate Secretary (telephone 281-492-5300).
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT
PRESENTED HEREIN OR DELIVERED HEREWITH. THESE DOCUMENTS ARE AVAILABLE UPON
REQUEST FROM DIAMOND OFFSHORE DRILLING, INC., 15415 KATY FREEWAY, HOUSTON,
TEXAS 77094; ATTN: CORPORATE SECRETARY (TELEPHONE 281-492-5300). IN ORDER TO
ENSURE TIMELY DELIVERY OF THE DOCUMENTS, ANY REQUEST SHOULD BE MADE BY ________
___, 199_ (FIVE BUSINESS DAYS PRIOR TO THE DATE ON WHICH THE FINAL INVESTMENT
DECISION MUST BE MADE).
2
<PAGE> 5
THE COMPANY
The Company, through wholly owned subsidiaries, engages worldwide in the
contract drilling of offshore oil and gas wells and is a leader in deep water
drilling. The Company's fleet of 46 mobile offshore drilling rigs is one of
the largest in the world and includes the largest fleet of semisubmersible
rigs. The fleet is comprised of 30 semisubmersibles (including three of the
world's 13 fourth-generation semisubmersibles), 15 jack-ups and one drillship.
Unless the context otherwise requires, references herein to the
"Company" shall mean Diamond Offshore Drilling, Inc. and its subsidiaries.
The Company is a Delaware corporation with its principal executive
offices located at 15415 Katy Freeway, Houston, Texas 77094, where its
telephone number is (281) 492-5300.
3
<PAGE> 6
SELECTED FINANCIAL DATA
The following table sets forth certain historical consolidated financial
data relating to the Company. The selected consolidated financial data are
derived from the financial statements of the Company as of and for the periods
presented. The selected consolidated financial data below should be read in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" in Item 7 and the Company's Consolidated Financial
Statements (including the Notes thereto) in Item 8 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1996 (the "1996 Annual
Report") (incorporated herein by reference).
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------
1996(1) 1995 1994 1993 1992(2)
------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Total revenues $611,430 $336,584 $307,918 $288,069 $214,885
Operating expenses:
Contract drilling 341,654 259,560 256,919 228,211 199,201
Depreciation (3) 75,767 52,865 55,366 46,819 49,667
General and administrative 15,640 13,857 11,993 11,785 15,401
Gain on sale of assets (35,122) (1,349) (1,736) (3,201) (231)
Operating income (loss) 213,491 11,651 (14,624) 4,455 (49,153)
Interest expense (2,326) (27,052) (31,346) (25,906) (28,591)
Other income (expense), net 1,540 1,598 (455) (219) (207)
Income tax (expense) benefit (4) (66,317) 6,777 11,621 5,041 24,575
Net income (loss) 146,388 (7,026) (34,804) (16,629) (53,376)
Net income per share 2.35 -- -- -- --
Weighted average shares outstanding 62,231 -- -- -- --
Pro forma net income per share (5) -- 0.20 -- -- --
OTHER FINANCIAL DATA:
Capital expenditures (6) $267,000 $66,646 $21,146 $14,345 $16,214
EBITDA (7) 254,136 63,167 39,006 48,073 283
Cash provided by (used in) operating
activities (8) 207,822 52,781 42,562 32,904 (12,164)
Ratio of earnings to fixed charges (9) 31.56x -- -- -- --
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------------------------------
1996 1995 1994 1993 1992
------------------------------------------------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital $ 114,967 $ 63,523 $ 57,521 $ 52,904 $ 35,391
Drilling and other property and
equipment, net 1,198,160 502,278 488,664 498,740 478,454
Goodwill, net (1) 129,825 -- -- -- --
Total assets 1,574,500 618,052 588,158 592,162 582,418
Long-term debt (10) 63,000 -- 394,777 353,483 233,216
Stockholders' equity (11) 1,194,732 492,894 124,066 158,361 275,300
</TABLE>
(1) The Company acquired all of the common stock of Arethusa (Off-Shore)
Limited in consideration of 17.9 million shares of Common Stock
effective April 29, 1996. See Note 2 to the Company's Consolidated
Financial Statements in Item 8 of the 1996 Annual Report.
(2) The Company acquired all of the common stock of Odeco Drilling Inc.
for approximately $376.6 million in cash effective January 1, 1992.
(3) Effective January 1, 1996 and 1993, the Company revised the estimated
useful lives for certain classes of its offshore drilling rigs. The
estimated useful lives of the Company's offshore drilling rigs, after
the change in estimate, range from 10 to 25 years. As compared to the
original estimate of useful lives, this change resulted in a reduction
of approximately $8.5 million and $6.3 million in depreciation expense
during 1996 and 1993, respectively, and a corresponding increase in
operating income.
4
<PAGE> 7
(4) Prior to the initial public offering of the Company's Common Stock in
October 1995 (the "Common Stock Offering"), the Company was included
in the consolidated U.S. federal income tax return of Loews
Corporation ("Loews"). Effective January 1, 1992, a tax sharing
agreement with Loews was adopted to allow for the recognition of
expenses and benefits related to taxable income and losses as if the
Company filed a separate consolidated return. In conjunction with the
Common Stock Offering, the tax sharing agreement was terminated and
all assets and liabilities were settled by offsetting these amounts
against notes payable to Loews. For taxable periods subsequent to the
Common Stock Offering, the Company has filed a consolidated U.S.
federal income tax return on a stand-alone basis.
(5) Pro forma net income per share gives effect to the Common Stock
Offering and the after-tax effects of a reduction in interest expense.
Assuming the Common Stock Offering had occurred at January 1, 1995,
the Company would have recognized net income of $10.0 million, or
$0.20 per share of Common Stock, after adjusting for the after-tax
effects of a reduction in interest expense. See Note 1 to the
Company's Consolidated Financial Statements in Item 8 of the 1996
Annual Report.
(6) In addition to these capital expenditures, the Company expended $550.7
million in equity consideration and $25.0 million, $10.6 million, and
$410.9 million in cash for rig acquisitions during the years ended
December 31, 1996, 1994, 1993, and 1992, respectively. No amounts
were expended for rig acquisitions during the year ended December 31,
1995.
(7) EBITDA (operating income (loss) plus depreciation minus gain on sale
of assets) is a supplemental financial measure used by the Company in
evaluating its business and should be read in conjunction with all of
the information in the Selected Financial Data as well as the
Company's Consolidated Financial Statements (including the Notes
thereto) included in Item 8 of the 1996 Annual Report prepared in
accordance with generally accepted accounting principles. EBITDA
should not be considered as an alternative to operating income (loss)
or cash flow from operations as an indication of the Company's
performance or as a measure of liquidity.
(8) See the Company's Consolidated Financial Statements (including the
Notes thereto) in Item 8 of the 1996 Annual Report.
(9) The deficiency in the Company's earnings available for fixed charges
for the years ended December 31, 1995, 1994, 1993 and 1992 was
approximately $13.8 million, $46.4 million, $21.7 million, and $78.0
million. Fixed charges for the years ended December 31, 1992 through
December 31, 1995 consisted primarily of interest expense on notes
payable to Loews. For all periods presented, the ratio of earnings to
fixed charges has been computed on a total enterprise basis. Earnings
represent income (loss) from continuing operations plus income taxes
and fixed charges. Fixed charges represent interest, whether expensed
or capitalized.
(10) Long-term debt consisted solely of notes payable to Loews for the
years ended December 31, 1994, 1993 and 1992.
(11) In connection with the Common Stock Offering, the Company paid a
special dividend of $2.1 million to Loews with a portion of the
proceeds. No other cash dividends were paid during the periods
presented.
5
<PAGE> 8
LEGAL MATTERS
The validity of the Common Stock being offered hereby will be passed
upon for the Company by Weil, Gotshal & Manges LLP, 700 Louisiana, Suite 1600,
Houston, Texas 77002.
EXPERTS
The consolidated financial statements of the Company and subsidiaries
as of December 31, 1996 and 1995 and for each of the years in the three-year
period ended December 31, 1996, incorporated by reference in this Prospectus
from the Company's Annual Report on Form 10-K for the year ended December 31,
1996, have been audited by Deloitte & Touche LLP, independent auditors, as
indicated in their report with respect thereto, and is incorporated by
reference herein, in reliance upon the authority of said firm as experts in
accounting and auditing.
6
<PAGE> 9
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS
OF THE COMPANY SINCE SUCH DATE.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . 2
The Company . . . . . . . . . . . . . . . . . . . 3
Selected Financial Data . . . . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
================================================================================
================================================================================
4,000,000 Shares
DIAMOND OFFSHORE
DRILLING, INC.
Common Stock
-------------------
P R O S P E C T U S
-------------------
_____________, 199_
================================================================================
<PAGE> 10
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
[DIAMOND OFFSHORE LOGO]
SUBJECT TO COMPLETION, DATED MARCH 18, 1997
4,000,000 SHARES
DIAMOND OFFSHORE DRILLING, INC.
COMMON STOCK
($.01 par value)
________________
PROSPECTUS
________________
This Prospectus, as appropriately amended or supplemented, may be used
from time to time principally by persons who have received shares of common
stock, par value $0.01 per share (the "Common Stock"), of Diamond Offshore
Drilling, Inc., a Delaware corporation (the "Company"), in connection with the
acquisition by the Company of securities or assets held by such persons, or
their transferees, and who wish to offer and sell such shares in transactions
in which they and any broker-dealer through whom such shares are sold may be
deemed to be Underwriters within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), as more fully described herein. The Company
will receive none of the proceeds from any such sale. Any commissions paid or
concessions allowed to any broker-dealer, and, if any broker-dealer purchases
such shares as principal, any profits received on the resale of such shares,
may be deemed to be underwriting discounts and commissions under the Securities
Act. Printing, certain legal and accounting, filing and other similar expenses
of this offering will be paid by the Company. Selling Stockholders (as defined
herein) will generally bear all other expenses of this offering, including
brokerage fees and any underwriting discounts or commissions.
The Registration Statement of which this Prospectus is a part also
relates to the offer and issuance by the Company from time to time of 4,000,000
shares of Common Stock in connection with its acquisition of the securities or
assets of other businesses.
The Common Stock is listed on the New York Stock Exchange (the "NYSE")
under the symbol "DO." On March 17, 1997, the closing price of the Common
Stock on the NYSE was $66.25 per share.
________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
________________
The date of this Prospectus is _________ ___, 199__.
<PAGE> 11
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
MANNER OF OFFERING
This Prospectus, as appropriately amended or supplemented, may be used
from time to time principally by persons who have received shares of Common
Stock in connection with acquisitions by the Company of securities or assets
held by such persons, or their transferees, and who wish to offer and sell such
shares (such persons are herein referred to as "Selling Stockholders") in
transactions in which they and any broker-dealer through whom such shares are
sold may be deemed to be Underwriters within the meaning of the Securities Act.
The Company will receive none of the proceeds from any such sales. Except as
described under "Selling Stockholders," there presently are no arrangements or
understandings, formal or informal, pertaining to the distribution of the
shares of Common Stock described herein. Upon the Company being notified by a
Selling Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares of Common Stock bought through a block
trade, special offering, exchange distribution or secondary distribution, a
supplemented Prospectus will be filed, pursuant to Rule 424(b) under the
Securities Act, setting forth (i) the name of each Selling Stockholder and the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which the shares were sold, (iv) the commissions paid or the discounts
allowed to such broker-dealer(s), where applicable, (v) that such broker-
dealer(s) did not conduct any investigation to verify the information set out
in this Prospectus and (vi) other facts material to the transaction.
Selling Stockholders may sell the shares being offered hereby from
time to time in transactions (which may involve crosses and block transactions)
on the NYSE, in negotiated transactions or otherwise, at market prices
prevailing at the time of the sale or at negotiated prices. Selling
Stockholders may sell some or all of the shares in transactions involving
broker-dealers, who may act solely as agent and/or may acquire shares as
principal. Broker-dealers participating in such transactions as agent may
receive commissions from Selling Stockholders (and, if they act as agent for
the purchaser of such shares, from such purchaser), such commissions computed
in appropriate cases in accordance with the applicable rules of the NYSE, which
commissions may be at negotiated rates where permissible under such rules.
Participating broker- dealers may agree with Selling Stockholders to sell a
specified number of shares at a stipulated price per share and, to the extent
such broker-dealer is unable to do so acting as an agent for the Selling
Stockholder, to purchase as principal any unsold shares at the price required
to fulfill the broker- dealer's commitment to Selling Stockholders. In
addition or alternatively, shares may be sold by Selling Stockholders and/or by
or through other broker- dealers in special offerings, exchange distributions
or secondary distributions pursuant to and in compliance with the governing
rules of the NYSE, and in connection therewith commissions in excess of the
customary commission prescribed by such governing rules may be paid to
participating broker-dealers or, in the case of certain secondary
distributions, a discount or concession from the offering price may be allowed
to participating broker-dealers in excess of the customary commission.
Broker-dealers who acquire shares as principal may thereafter resell such
shares from time to time in transactions (which may involve crosses and block
transactions and which may involve sales to or through other broker-dealers,
including transactions of the nature described in the preceding two sentences)
on the NYSE, in negotiated transactions or otherwise, at market prices
prevailing at the time of sale or at negotiated prices, and in connection with
such resales may pay to or receive commissions from the purchaser of such
shares.
The Company may agree to indemnify each Selling Stockholder as an
Underwriter under the Securities Act against certain liabilities, including
liabilities arising under the Securities Act. Each Selling Stockholder may
indemnify any broker-dealer that participates in transactions involving sales
of the shares against certain liabilities, including liabilities arising under
the Securities Act.
The Selling Stockholders may resell the shares offered hereby only if
such securities are qualified for sale under applicable state securities or
"blue sky" laws or exemptions from such registration and qualification
requirements are available.
3-A
<PAGE> 12
[ALTERNATE PAGE FOR SELLING STOCKHOLDERS PROSPECTUS]
================================================================================
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER
TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON
TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS CORRECT AS
OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
-------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by
Reference . . . . . . . . . . . . . . . . 2
Manner of Offering . . . . . . . . . . . . . . . 3-A
The Company . . . . . . . . . . . . . . . . . . . 3
Selected Financial Data . . . . . . . . . . . . . 4
Legal Matters . . . . . . . . . . . . . . . . . . 6
Experts . . . . . . . . . . . . . . . . . . . . . 6
</TABLE>
================================================================================
================================================================================
4,000,00 Shares
DIAMOND OFFSHORE
DRILLING, INC.
Common Stock
-------------------
P R O S P E C T U S
-------------------
__________, 199_
================================================================================
<PAGE> 13
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102 of the Delaware General Corporation Law ("DGCL") allows a
corporation to eliminate the personal liability of directors of a corporation
to the corporation or to any of its stockholders for monetary damage for a
breach of his fiduciary duty as a director, except in the case where the
director breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or knowingly violated a law, authorized the payment of a
dividend or approved a stock repurchase in violation of Delaware corporate law
or obtained an improper personal benefit. The Company's Certificate of
Incorporation contains a provision which, in substance, eliminates directors'
personal liability as set forth above.
Section 145 of the DGCL provides that a corporation may indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, by reason of the fact that he is or
was a director, officer, employee or agent of the corporation or is or was
serving at its request in such capacity in another corporation or business
association against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
Company's Certificate of Incorporation contains a provision which, in
substance, provides for indemnification as set forth above.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) EXHIBITS:
<TABLE>
<S> <C> <C>
4.1 -- Indenture, dated as of February 4, 1997, between the
Company and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit 4.1 to the
Company's Current Report on Form 8-K filed February
11, 1997).
4.2 -- Supplemental Indenture, dated as of February 4, 1997,
between the Company and The Chase Manhattan Bank, as
Trustee (incorporated by reference to Exhibit 4.2 to
the Company's Current Report on Form 8-K filed
February 11, 1997).
4.3 -- Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995).
4.4 -- By-laws of the Company (incorporated by reference to
Exhibits 3.2, 3.2.1 and 3.2.2 of the Company's
Registration Statement No. 333-2680 on Forms S-4/S-1).
5.1 -- Opinion of and consent Weil, Gotshal & Manges LLP,
counsel for the Company.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Weil, Gotshal & Manges LLP (included in
Exhibit 5.1).
24.1 -- Powers of Attorney (set forth on signature page to
this Registration Statement).
</TABLE>
(b) FINANCIAL STATEMENT SCHEDULES
No financial statement schedules are included herein as the required
information is inapplicable or the information is presented in the Company's
consolidated financial statements or related notes incorporated herein by
reference.
II-1
<PAGE> 14
ITEM 22. UNDERTAKINGS
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement; and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed with or furnished to the Commission by the Company pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof;
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering;
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(5) (a) That prior to any public reoffering of the securities
registered hereunder through use of a prospectus which is a part of this
Registration Statement, by any person or party who is deemed to be an
underwriter within the meaning of Rule 145(c), the issuer undertakes that such
reoffering prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items of
the applicable form.
(b) The registrant undertakes that every prospectus: (i)
that is filed pursuant to paragraph (a) immediately preceding, or (ii) that
purports to meet the requirements of Section 10(a)(3) of the Securities Act and
is used in connection with an offering of securities subject to Rule 415, will
be filed as a part of an amendment to the registration statement and will not
be used until such amendment is effective, and that, for purposes of
determining any liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
II-2
<PAGE> 15
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the provisions described under Item 15
above, or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the Prospectus pursuant
to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
II-3
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Company has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Houston, State of Texas, on March 18, 1997.
DIAMOND OFFSHORE DRILLING, INC.
By: /s/ Richard L. Lionberger
-------------------------------
Richard L. Lionberger
Vice President, General Counsel
and Secretary
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Richard L. Lionberger and Lawrence R. Dickerson, and each of them, his
true and lawful attorneys-in-fact and agents with full power of substitution
and resubstitution, for him and in his name, place and stead, and in any and
all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or his or
their substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
II-4
<PAGE> 17
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Robert E. Rose President, Chief Executive Officer and March 18, 1997
-------------------------------------- Director
Robert E. Rose (Principal executive officer)
/s/ Lawrence R. Dickerson Senior Vice President and Chief Financial March 18, 1997
-------------------------------------- Officer
Lawrence R. Dickerson (Principal financial officer)
/s/ Gary T. Krenek Controller (Principal accounting officer) March 18, 1997
--------------------------------------
Gary T. Krenek
Chairman of the Board March 18, 1997
--------------------------------------
James S. Tisch
/s/ Herbert C. Hofmann Director March 18, 1997
--------------------------------------
Herbert C. Hofmann
/s/ Arthur L. Rebell Director March 18, 1997
--------------------------------------
Arthur L. Rebell
/s/ Raymond S. Troubh Director March 18, 1997
--------------------------------------
Raymond S. Troubh
</TABLE>
II-5
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Exhibit
- --- -------
<S> <C> <C>
4.1 -- Indenture, dated as of February 4, 1997, between the Company
and The Chase Manhattan Bank, as Trustee (incorporated by
reference to Exhibit 4.1 to the Company's Current Report on
Form 8-K filed February 11, 1997).
4.2 -- Supplemental Indenture, dated as of February 4, 1997, between
the Company and The Chase Manhattan Bank, as Trustee
(incorporated by reference to Exhibit 4.2 to the Company's
Current Report on Form 8-K filed February 11, 1997).
4.3 -- Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995).
4.4 -- By-laws of the Company (incorporated by reference to Exhibits
3.2, 3.2.1 and 3.2.2 of the Company's Registration Statement
No. 333-2680 on Forms S-4/S-1).
5.1 -- Opinion of and consent Weil, Gotshal & Manges LLP, counsel for
the Company.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5.1).
24.1 -- Powers of Attorney (set forth on signature page to this
Registration Statement).
</TABLE>
<PAGE> 1
EXHIBIT 5.1
WEIL, GOTSHAL & MANGES LLP
700 LOUISIANA, SUITE 1600
HOUSTON, TEXAS 77002
(713) 546-5000
March 18, 1997
Diamond Offshore Drilling, Inc.
15415 Katy Freeway
Houston, Texas 77094
Ladies and Gentlemen:
We have acted as counsel to Diamond Offshore Drilling, Inc., a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company of a Registration Statement on Form S-4 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Act"), pertaining to the issuance by the Company from time to time of up to
4,000,000 shares (the "Shares") of common stock, par value $.01 per share, of
the Company (the "Common Stock"), in connection with the acquisition of the
securities or assets of other businesses.
In so acting, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of the Company's Restated
Certificate of Incorporation (the "Certificate"), the resolutions adopted by
the Board of Directors of the Company authorizing the filing of the
Registration Statement (the "Resolutions") and such other corporate records,
agreements, documents and other instruments, and such certificates or
comparable documents of public officials and of officers and representatives of
the Company, and have made such inquiries of such officers and representatives,
as we have deemed relevant and necessary as a basis for the opinions
hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company.
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:
1. The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware.
2. Upon the adoption by the Board of Directors of the
Company of the Resolutions authorizing the issuance and sale of the Shares, the
Shares will be duly authorized and, when issued and delivered to the
purchaser(s) thereof against payment therefor, will be validly issued, fully
paid and non-assessable.
Exhibit 5.1 - 1
<PAGE> 2
The opinions expressed herein are limited to the corporate
laws of the State of Delaware, and we express no opinion as to the effect on
the matters covered by this letter of the laws of any other jurisdiction.
The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. Such opinions
may not be used or relied upon by any other person, nor may this letter or any
copies thereof be furnished to a third party, filed with a governmental agency,
quoted, cited or otherwise referred to without our prior written consent,
except that we hereby consent to the filing of this opinion as an exhibit to
the Registration Statement and to the reference to our Firm under the caption
"Legal Matters" in the prospectus contained therein.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
Exhibit 5.1 - 2
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Diamond Offshore Drilling, Inc. on Form S-4 of our report dated February 4,
1997 appearing in the Annual Report on Form 10-K of Diamond Offshore Drilling,
Inc. for the year ended December 31, 1996, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Houston, Texas
March 18, 1997
Exhibit 23.1 - 1
