<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DIAMOND OFFSHORE DRILLING, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 76-0321760
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
DIAMOND OFFSHORE DRILLING, INC. WILLIAM C. LONG, ESQ. Copy to:
15415 KATY FREEWAY ACTING GENERAL COUNSEL AND JAMES L. RICE III, ESQ.
HOUSTON, TEXAS 77094 SECRETARY WEIL, GOTSHAL & MANGES LLP
(281) 492-5300 15415 KATY FREEWAY 700 LOUISIANA, SUITE 1600
(Address, Including Zip Code, and HOUSTON, TEXAS 77094 HOUSTON, TEXAS 77002
Telephone Number, Including Area (281) 492-5300 (713) 546-5000
Code, of Registrant's Principal (Name, Address, Including Zip
Executive Offices) Code, and
Telephone Number, Including Area
Code,
of Agent for Service)
</TABLE>
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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>
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TITLE OF SHARES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER UNIT AGGREGATE OFFERING PRICE REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per
share.............................. (1) (1)(2) $895,562,500(2) $264,191
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</TABLE>
(1) This registration statement relates to 17,682,055 shares of common stock of
Diamond Offshore Drilling, Inc. (the "Common Stock") that may be deliverable
by Loews Corporation ("Loews") upon exchange of exchangeable debt securities
having an aggregate public offering price of $1,150,000,000 (the "Loews
Exchangeable Debt Securities") that were offered by Loews under a separate
registration statement of Loews, plus an indeterminate number of shares of
Common Stock, if any, that may be deliverable upon the occurrence of certain
events pursuant to certain adjustment provisions of the Loews Exchangeable
Debt Securities.
(2) Because the Common Stock being registered hereunder is deliverable only upon
exchange of the Loews Exchangeable Debt Securities, the registration fee has
been calculated pursuant to Rule 457(f) based on the market value of the
Loews Exchangeable Debt Securities exchangeable for shares of Common Stock,
computed in accordance with Rule 457(c) on the basis of the average of the
high and low prices of the Loews Exchangeable Debt Securities on the New
York Stock Exchange on September 9, 1998 ($77.875).
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.
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<PAGE> 2
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED SEPTEMBER 15, 1998
[DIAMOND OFFSHORE LOGO]
DIAMOND OFFSHORE DRILLING, INC.
---------------------
17,682,055 SHARES
COMMON STOCK
---------------------
This Prospectus relates to 17,682,055 shares (subject to adjustment as
described below) (the "Shares") of common stock, par value $0.01 per share (the
"Common Stock"), of Diamond Offshore Drilling, Inc. (the "Company"), that may be
delivered by Loews Corporation ("Loews") upon exchange for its 3 1/8%
Exchangeable Subordinated Notes due 2007 (the "Notes") in accordance with the
terms of such Notes. See "Plan of Distribution." The number of Shares of Common
Stock that may be delivered by Loews upon exchange for the Notes is subject to
adjustment in certain circumstances as described in the Notes and in the
indenture (as supplemented by the first, second and third supplemental
indentures thereto) under which the Notes were issued (the "Notes Indenture").
The Company did not receive any of the proceeds from the sale of the Notes and
will not receive any proceeds from delivery thereunder of the Shares of Common
Stock covered hereby. See "Use of Proceeds." Loews will bear certain costs of
the offering of the Shares of Common Stock covered hereby. See "Ownership of
Company Securities by Loews."
The Common Stock is traded on the New York Stock Exchange under the symbol
"DO." On September 14, 1998, the closing sale price of the Common Stock was
$27.25 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 September , 1998.
<PAGE> 3
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES AND THE
COMMON STOCK, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH SECURITIES, AND THE IMPOSITION OF A PENALTY BID. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF DISTRIBUTION."
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 Room 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. The public may obtain information on the operation of the
Public Reference Room by calling the Commission at 1-800-SEC-0330. 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-3 (hereinafter referred to, together with all amendments and exhibits thereto,
as the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Shares 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 Shares offered hereby. Statements contained herein concerning
the provisions of certain documents are not necessarily complete, and in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference.
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, 1997, its Quarterly Reports on
Form 10-Q for the quarterly periods ended March 31, 1998 and June 30, 1998, 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 Shares 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, or in a document incorporated or deemed to be incorporated by reference
herein, shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained in any other subsequently
filed document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
THE COMPANY WILL PROVIDE WITHOUT CHARGE TO EACH PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROSPECTUS IS DELIVERED, ON THE WRITTEN OR ORAL
REQUEST OF ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE ABOVE DOCUMENTS
INCORPORATED OR DEEMED TO BE INCORPORATED HEREIN BY REFERENCE (OTHER THAN
EXHIBITS TO SUCH
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<PAGE> 4
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).
THE COMPANY
The Company, through wholly owned subsidiaries, engages principally in the
contract drilling of offshore oil and gas wells. The Company is a leader in deep
water drilling with a fleet of 46 mobile offshore drilling rigs. The fleet
consists of 30 semisubmersibles, 15 jack-ups and one drillship and operates in
the waters of six of the world's seven continents.
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.
OWNERSHIP OF COMPANY SECURITIES BY LOEWS
As of the date of this Prospectus, Loews beneficially owns 70,100,000
shares, or approximately 51.6%, of the issued and outstanding Common Stock of
the Company and as a result has the ability to control actions that require the
consent of stockholders, including the election of directors, amendment of the
Company's Amended and Restated Certificate of Incorporation and any mergers or
any sale of all or substantially all of the assets of the Company.
Assuming that Loews were to deliver the maximum number of shares of Common
Stock deliverable upon exchange of the Notes at the initial exchange rate
applicable thereto (i.e., 17,682,055 shares), Loews would beneficially own
52,417,945 shares of Common Stock, representing approximately 38.6% of the
outstanding voting power of the Company, based on the number of shares of Common
Stock beneficially owned by Loews as of the date of this Prospectus, and
assuming no disposition of Common Stock by Loews other than upon exchange of the
Notes and no new issuances by the Company of shares of Common Stock.
Loews and the Company are parties to a services agreement pursuant to which
Loews performs certain administrative and technical services on behalf of the
Company. In 1997, the Company reimbursed Loews approximately $0.3 million for
services provided under this services agreement.
Under a Registration Rights Agreement (the "Registration Rights Agreement")
between Loews and the Company, the Company, subject to certain limitations, will
file, upon the request of Loews, one or more registration statements under the
Securities Act, subject to a maximum of three such requests, in order to permit
Loews to offer and sell any Common Stock that Loews may hold. Loews will bear
the costs of any such registered offering, including any underwriting
commissions relating to shares it sells in any such offering, any related
transfer taxes and the costs of complying with non-U.S. securities laws, and any
fees and expenses of separate counsel and accountants retained by Loews. The
Company has the right to require Loews to delay any exercise by Loews of its
rights to require registration and other actions for a period of up to 90 days,
if, in the judgment of the Company, any offering of the Company then being
conducted or about to be conducted would be adversely affected. Subject to
certain conditions, the Company has also granted Loews the right to include its
Common Stock in any registration statement covering offerings of Common Stock by
the Company, and the Company will pay all of the costs of such offerings other
than underwriting commissions and transfer taxes attributable to the shares so
sold on behalf of Loews. The Company will indemnify Loews, and Loews will
indemnify the Company, against certain liabilities in respect of any
registration statement or offering covered by the Registration Rights Agreement.
On September 16, 1997, Loews and the Company entered into an agreement
amending the Registration Rights Agreement (the "Registration Rights Agreement
Amendment") in contemplation of the offering of the Notes. Pursuant to the
Registration Rights Agreement Amendment, Loews exercised one of its three demand
registration rights, for the Shares of Common Stock underlying the Notes and, in
connection with
3
<PAGE> 5
such demand, the Company agreed to file and to use its best efforts to cause to
be effective no later than September 30, 1998, the Registration Statement for a
continuous offering of such Shares for delivery upon the exchange of Notes, and
to maintain the effectiveness of the Registration Statement through September
15, 2007, or such earlier time as no Notes are outstanding. Pursuant to the
Registration Rights Agreement Amendment, the Company had the right to defer the
initial filing of the Registration Statement or, at any time and from time to
time after the Registration Statement has been filed and declared effective, has
the right to require Loews to suspend the use of any resale prospectus or
prospectus supplement included therein for a reasonable period of time, not to
exceed 90 days in any one instance or an aggregate of 120 days in any 12-month
period, if the Company is conducting or about to conduct an underwritten public
offering of its securities for its own account, or would be required to disclose
information regarding the Company not otherwise then required by law to be
publicly disclosed where such disclosure would reasonably be expected to
adversely affect any material business transaction or negotiation in which the
Company is then engaged. However, no such suspension may be in effect during the
14-day period preceding any Redemption Date (as defined in the Notes Indenture)
or the final maturity date. Before giving notice to holders of Notes of any
optional redemption of Notes, Loews has agreed in the Registration Rights
Agreement Amendment to give prior notice to the Company to enable the Company to
determine if it should suspend the use of the current resale prospectus or
prospectus supplement covering the shares of Common Stock issuable upon the
exchange of the Notes. Loews and the Company have agreed that Loews will not
give notice to holders of Notes of the exercise of Loews's optional right to
redeem any Notes during the time that any suspension period with respect to any
such prospectus or prospectus supplement is in effect.
The Company understands that Loews has no current intention of disposing of
any of the shares of Common Stock owned by it (other than the Shares deliverable
in exchange for Notes). However, such shares may be sold (i) in accordance with
Rule 144 promulgated under the Securities Act, (ii) in private offerings or
(iii) upon registration under the Securities Act without regard to the volume
limitations of Rule 144.
The Company's Board of Directors includes, and is expected to continue to
include, persons who are also directors or officers of, or otherwise represent,
Loews. The Company's Board of Directors presently consists of six directors, one
of whom (James S. Tisch) is also a director and the President and Chief
Operating Officer of Loews, another of whom (Herbert C. Hofmann) is a Senior
Vice President of Loews and another of whom (Arthur L. Rebell), although
previously unaffiliated with Loews, was elected a Senior Vice President of Loews
on June 22, 1998. Loews (other than through the Company) and the Company are
generally engaged in businesses sufficiently different from each other as to
make conflicts as to possible corporate opportunities unlikely. It is possible,
however, that Loews may in some circumstances be in direct or indirect
competition with the Company, including competition with respect to certain
business strategies and transactions that the Company may propose to undertake.
In addition, potential conflicts of interest exist or could arise in the future
for such directors with respect to a number of areas relating to the past and
ongoing relationships of Loews and the Company, including tax and insurance
matters, financial commitments and sales of Common Stock pursuant to
registration rights or otherwise. Although the affected directors may abstain
from voting on matters in which the interests of the Company and Loews are in
conflict so as to avoid potential violations of their respective fiduciary
duties to stockholders of the respective corporations, the presence of potential
or actual conflicts could affect the process or outcome of Board deliberations,
and no policies, procedures or practices have been adopted by the Company to
reduce or avoid such conflicts. There can be no assurance that such conflicts of
interest will not materially adversely affect the Company.
USE OF PROCEEDS
The Company did not receive any of the proceeds from the sale of the Notes
and will not receive any proceeds from delivery thereunder of the Shares of
Common Stock covered hereby.
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<PAGE> 6
PLAN OF DISTRIBUTION
On the terms and conditions set forth in the Underwriting Agreement, dated
September 16, 1997 (the "Underwriting Agreement"), among Loews, the Company and
Goldman, Sachs & Co. ("Goldman Sachs"), Loews agreed to sell to Goldman Sachs,
and Goldman Sachs agreed to purchase, the entire principal amount of the Notes.
On September 19, 1997, Loews completed the offering and sale of $1,150,000,000
principal amount of the Notes pursuant to the Underwriting Agreement.
Under the terms and conditions of the Underwriting Agreement, Goldman Sachs
was committed to take and pay for all of the Notes, if any were taken.
In the Prospectus Supplement, dated September 16, 1997, of Loews relating
to the offering of the Notes (the "Notes Prospectus Supplement"), Goldman Sachs
proposed to offer the Notes in part directly to the public at the public
offering price set forth on the cover page of the Notes Prospectus Supplement
and in part to certain securities dealers at such price less a concession of
1.000% of the principal amount of the Notes. The Notes Prospectus Supplement
stated that Goldman Sachs could allow, and such dealers could reallow, a
concession not to exceed 0.010% of the principal amount of the Notes to certain
brokers and dealers, and that after the Notes were released for sale to the
public, the offering price and other selling terms could from time to time be
varied by Goldman Sachs.
Loews and the Company agreed to indemnify Goldman Sachs against certain
liabilities, including liabilities under the Securities Act. In addition,
Goldman Sachs agreed to make a payment to Loews in lieu of reimbursement of
expenses incurred in connection with the Notes offering.
The Notes Prospectus Supplement stated that during and after the offering,
Goldman Sachs could purchase and sell the Notes or the Common Stock in the open
market, and that these transactions could include over-allotment and stabilizing
transactions and purchases to cover short positions created by Goldman Sachs in
connection with the offering. Stabilizing transactions consist of certain bids
or purchases for the purpose of preventing or retarding a decline in the market
price of the Notes or the Common Stock; and short positions created by Goldman
Sachs involve the sale by Goldman Sachs of a greater number of securities than
they were required to purchase from Loews in the offering. The Notes Prospectus
Supplement stated that Goldman Sachs also could impose a penalty bid, whereby
selling concessions allowed to broker-dealers in respect of the Notes sold in
the offering could be reclaimed by Goldman Sachs if such securities were
repurchased by Goldman Sachs in stabilizing or covering transactions, and that
these activities could stabilize, maintain or otherwise affect the market price
of the Notes or the Common Stock which could be higher than the price that might
otherwise prevail in the open market. The Notes Prospectus Supplement stated
that these transactions could be effected on the New York Stock Exchange, in the
over-the-counter market or otherwise, and that these activities, if commenced,
could be discontinued at any time.
Subject to Loews's rights to suspend exchanges and to elect cash settlement
as provided by the Notes Indenture and described in the Notes Prospectus
Supplement, the registered holder of any Note will have the right, beginning on
and after October 1, 1998 and prior to the close of business on September 15,
2007, at such holder's option, to exchange any portion of the principal amount
of a Note that is an integral multiple of $1,000 into Shares of Common Stock of
the Company, unless previously redeemed, at an exchange rate of 15.3757 Shares
per $1,000 principal amount of Notes subject to adjustment as provided by the
Notes and the Notes Indenture and described in the Notes Prospectus Supplement.
In the ordinary course of business, Goldman Sachs or its affiliates have
engaged, and may in the future engage, in investment banking transactions with
Loews and the Company.
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LEGAL MATTERS
The validity of the Shares will be passed upon for the Company by Weil,
Gotshal & Manges LLP, 700 Louisiana, Suite 1600, Houston, Texas 77002.
EXPERTS
The consolidated financial statements and the related consolidated
financial statement schedules incorporated in this Prospectus by reference from
the Company's Annual Report on Form 10-K for the year ended December 31, 1997
have been audited by Deloitte & Touche LLP, independent auditors, as stated in
their report, which is incorporated herein by reference, and has been so
incorporated in reliance upon the report of such firm given upon their authority
as experts in accounting and auditing.
6
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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
SHARES 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 OR EXCHANGE 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.
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TABLE OF CONTENTS
<TABLE>
<S> <C>
Available Information.................... 2
Incorporation of Certain Documents by
Reference.............................. 2
The Company.............................. 3
Ownership of Company Securities by
Loews.................................. 3
Use of Proceeds.......................... 4
Plan of Distribution..................... 5
Legal Matters............................ 6
Experts.................................. 6
</TABLE>
================================================================================
================================================================================
[DIAMOND OFFSHORE LOGO]
DIAMOND OFFSHORE
DRILLING, INC.
17,682,055 SHARES
COMMON STOCK
-----------------
PROSPECTUS
-----------------
SEPTEMBER , 1998
================================================================================
<PAGE> 9
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION*
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $264,191
Printing Expenses........................................... 20,000
Legal Fees and Expenses..................................... 25,000
Accountants' Fees and Expenses.............................. 12,000
Blue Sky Fees and Expenses.................................. --
--------
Total............................................. $321,191
========
</TABLE>
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* All amounts are estimated except for the registration fee.
ITEM 15. 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 damages 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 Amended and Restated
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 Amended and
Restated Certificate of Incorporation contains a provision which, in substance,
provides for indemnification as set forth above.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <C> <S>
1.1 -- Underwriting Agreement dated September 16, 1997 among Loews, the Company and
Goldman Sachs (incorporated by reference to Exhibit 1.1 to the Company's Current
Report on Form 8-K dated September 19, 1997).
4.1 -- Amended and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1998).
4.2 -- Amended By-laws of the Company, as amended (incorporated by reference to Exhibits
3.2, 3.2.1, 3.2.2 and 3.2.3 to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1998).
4.3 -- Registration Rights Agreement (the "Registration Rights Agreement") dated October
16, 1995 between Loews and the Company (incorporated by reference to Exhibit 10.2
to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995).
</TABLE>
II-1
<PAGE> 10
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <C> <S>
4.4 -- Amendment to the Registration Rights Agreement dated September 16, 1997 between
Loews and the Company (incorporated by reference to Exhibit 10.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
5.1 -- Opinion of 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>
ITEM 17. 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, as amended, that are incorporated
by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, 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 registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering; and
(4) That, for purposes of determining any liability under the Securities
Act of 1933, as amended, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as
amended, 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, 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
II-2
<PAGE> 11
Exchange Commission such indemnification is against public policy as expressed
in such 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 such Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on September 15, 1998.
DIAMOND OFFSHORE DRILLING, INC.
By: /s/ LAWRENCE R. DICKERSON
----------------------------------
Lawrence R. Dickerson
President and Chief Operating
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Gary T. Krenek 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.
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
--------- ----- ----
<C> <S> <C>
/s/ JAMES S. TISCH Chairman of the Board and
- ----------------------------------------------------- Chief Executive Officer
James S. Tisch September 15, 1998
/s/ LAWRENCE R. DICKERSON President, Chief Operating
- ----------------------------------------------------- Officer and Director
Lawrence R. Dickerson (principal executive
officer) September 15, 1998
/s/ GARY T. KRENEK Vice President and Chief
- ----------------------------------------------------- Financial Officer
Gary T. Krenek (principal financial
officer) September 15, 1998
/s/ LESLIE C. KNOWLTON Controller (principal
- ----------------------------------------------------- accounting officer)
Leslie C. Knowlton September 15, 1998
/s/ HERBERT C. HOFMANN Director
- -----------------------------------------------------
Herbert C. Hofmann September 15, 1998
</TABLE>
II-4
<PAGE> 13
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ ARTHUR L. REBELL Director
- -----------------------------------------------------
Arthur L. Rebell September 15, 1998
/s/ MICHAEL H. STEINHARDT Director
- -----------------------------------------------------
Michael H. Steinhardt September 15, 1998
/s/ RAYMOND S. TROUBH Director
- -----------------------------------------------------
Raymond S. Troubh September 15, 1998
</TABLE>
II-5
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<C> <C> <S>
1.1 -- Underwriting Agreement dated September 16, 1997 among Loews, the Company and
Goldman Sachs (incorporated by reference to Exhibit 1.1 to the Company's Current
Report on Form 8-K dated September 19, 1997).
4.1 -- Amended and Restated Certificate of Incorporation of the Company (incorporated by
reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1998).
4.2 -- Amended By-laws of the Company, as amended (incorporated by reference to Exhibits
3.2, 3.2.1, 3.2.2 and 3.2.3 to the Company's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1998).
4.3 -- Registration Rights Agreement (the "Registration Rights Agreement") dated October
16, 1995 between Loews and the Company (incorporated by reference to Exhibit 10.2
to the Company's Annual Report on Form 10-K for the fiscal year ended December
31, 1995).
4.4 -- Amendment to the Registration Rights Agreement dated September 16, 1997 between
Loews and the Company (incorporated by reference to Exhibit 10.2 to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997).
5.1 -- Opinion of 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 letterhead]
September 15, 1998
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 with the Securities and Exchange Commission of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Act"), relating to 17,682,055 shares (subject to
adjustment as described below) (the "Shares") of the common stock, par value
$.01 per share ("Common Stock"), of the Company, that may be deliverable by
Loews Corporation, a Delaware corporation ("Loews"), upon exchange of the 3 1/8%
Exchangeable Subordinated Notes due 2007 (the "Notes"), in an aggregate
principal amount of $1,150,000,000, of Loews. The number of Shares of Common
Stock that may be delivered by Loews upon exchange for the Notes is subject to
adjustment in certain circumstances as described in the Notes and in the
indenture (as supplemented by the first, second and third supplemental
indentures thereto) under which the Notes were issued. The Shares being
registered under the Registration Statement will be offered on a continued or
delayed basis pursuant to the provisions of Rule 415 under the Act.
In so acting, we have examined originals or copies, certified or otherwise
identified to our satisfaction, of the Amended and Restated Certificate of
Incorporation of the Company, the resolutions adopted by the Board of Directors
of the Company authorizing the issuance of the Shares to Loews and authorizing
the preparation and filing of the Registration Statement and such 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, conformed 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 incorporated, validly existing
and in good standing under the laws of the State of Delaware.
2. The Shares that are issued and outstanding on the date hereof have
been duly authorized and validly issued and are fully paid and
nonassessable.
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.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ WEIL, GOTSHAL & MANGES LLP
<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-3 of our report dated January 22,
1998, appearing in the Annual Report on Form 10-K of Diamond Offshore Drilling,
Inc. for the year ended December 31, 1997, 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
September 15, 1998
