-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JQ2i6iT9FyaMRV6x1Fs4fhJoRzXWt1kg0/nnSWOLyNmp+9E/xwQfxzkCFrgYrukO Qij7e3pZPDdsPCLXGXs3bw== 0000950129-02-002107.txt : 20020425 0000950129-02-002107.hdr.sgml : 20020425 ACCESSION NUMBER: 0000950129-02-002107 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020425 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020425 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE DRILLING CORP CENTRAL INDEX KEY: 0000777201 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 730374541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11669 FILM NUMBER: 02621508 BUSINESS ADDRESS: STREET 1: 13135 SOUTH DAIRY ASHFORD STREET 2: SUITE 800 CITY: SUGAR LAND STATE: TX ZIP: 77478 BUSINESS PHONE: 7139743131 MAIL ADDRESS: STREET 1: 13135 SOUTH DAIRY ASHFORD STREET 2: SUITE 800 CITY: SUGAR LAND STATE: TX ZIP: 77478 8-K 1 h96313e8-k.txt NOBLE DRILLING CORPORATION - DATED 4/25/02 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (date of earliest event reported): April 25, 2002 NOBLE DRILLING CORPORATION (Exact name of Registrant as specified in its charter) DELAWARE 0-13857 73-0374541 (State of incorporation) (Commission file number) (I.R.S. employer identification number) 13135 SOUTH DAIRY ASHFORD, SUITE 800 SUGAR LAND, TEXAS 77478 (Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 276-6100 ================================================================================ ITEM 5. OTHER EVENTS. The Registrant announced today that its stockholders overwhelmingly approved a corporate restructuring that will result in the Registrant effectively changing its place of incorporation from Delaware to the Cayman Islands. Of the 132,135,326 shares outstanding and entitled to vote at today's 2002 annual meeting of stockholders, 110,590,032 shares were voted on the corporate restructuring. The proposal to adopt the corporate restructuring passed with 106,694,424 shares voted in favor of the proposal (representing 96.4% of the shares voted on the proposal). The restructuring will be accomplished by the merger of an indirect subsidiary of Noble Corporation, a newly-formed Cayman Islands company, with and into the Registrant. As a result of the merger, Noble Corporation will become the parent holding company of the Registrant and the other companies in the Noble corporate group, and the stockholders of the Registrant will have their shares of common stock of the Registrant exchanged for ordinary shares of Noble Corporation. The merger is scheduled to become effective after the close of business on April 30, 2002. After completion of the merger, Noble Corporation and the Noble corporate group will continue to conduct the businesses now conducted by the Noble corporate group, and the ordinary shares of Noble Corporation will be listed and traded on the New York Stock Exchange under the symbol "NE," the same symbol under which the stock of the Registrant is now listed. Attached hereto as Exhibit 99.1 is a press release issued by the Registrant on April 25, 2002, which press release is hereby incorporated herein by reference. The press release contains forward-looking statements about the Registrant's business, financial condition and prospects, including statements regarding the consummation of the restructuring, its effect on future financial results, the expected completion of the restructuring, the expected benefits of the restructuring and the tax treatment of the restructuring. The Registrant's actual results or performance could differ materially from those indicated by the forward-looking statements because of various risks and uncertainties, including, without limitation, changes in laws, regulations or treaties or the interpretation thereof, disagreements by the authorities enforcing such laws, regulations or treaties with the Registrant's interpretation thereof, volatility in crude oil and natural gas prices, the discovery of significant additional oil and/or gas reserves or the construction of significant oil and/or gas delivery or storage systems that impact regional or worldwide energy markets, potential deterioration in the demand for the drilling services of the Registrant and resulting declining dayrates, changes in our customers' drilling programs or budgets, the cancellation by customers of the Registrant of drilling contracts or letter agreements or letters of intent for drilling contracts or their exercise of early termination provisions generally found in the Registrant's drilling contracts, intense competition in the drilling industry, changes in oil and gas drilling technology or in our competitors' drilling rig fleets that could make our drilling rigs less competitive or require major capital investment to keep them competitive, political and economic conditions in the United States and in international markets where the Registrant operates, acts of war or terrorism and the aftermath of the September 11, 2001 terrorist attacks on the United States, cost overruns or delays on shipyard repair, maintenance, conversion or upgrade projects, adverse weather (such as hurricanes) and seas, operational risks (such as blowouts and fires), limitations on the Registrant's insurance coverage, and requirements and potential liability imposed by governmental regulation of the 2 drilling industry (including environmental regulation). All of the foregoing risks and uncertainties are beyond the Registrant's ability to control, and in many cases, the Registrant cannot predict the risks and uncertainties that could cause its actual results and performance to differ materially from those indicated by the forward-looking statements. When used in the press release, the words "believes", "anticipates", "expects", "plans" and similar expressions as they relate to the Registrant or its management are intended to identify forward-looking statements. 3 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit 99.1 Noble Drilling Corporation Press Release dated April 25, 2002, announcing stockholder approval of corporate restructuring. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. NOBLE DRILLING CORPORATION Date: April 25, 2002 By: /s/ Robert D. Campbell --------------------------------------------- Robert D. Campbell, President 5 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Noble Drilling Corporation Press Release dated April 25, 2002, announcing stockholder approval of corporate restructuring. 6 EX-99.1 3 h96313ex99-1.txt PRESS RELEASE DATED APRIL 25, 2002 EXHIBIT 99.1 7 NEWS NOBLE DRILLING CORPORATION 13135 SOUTH DAIRY ASHFORD, SUITE 800 [NOBLE DRILLING LOGO] SUGAR LAND, TX 77478 PHONE: 281-276-6100 FAX: 281-491-2092 ================================================================================ NOBLE DRILLING CORPORATION STOCKHOLDERS APPROVE CORPORATE RESTRUCTURING SUGAR LAND, Texas, April 25, 2002 - Noble Drilling Corporation ("Noble Drilling" or the "Company") announced today that its stockholders overwhelmingly approved a corporate restructuring that will result in Noble Drilling effectively changing its place of incorporation from Delaware to the Cayman Islands. Of the 132,135,326 shares outstanding and entitled to vote at today's 2002 annual meeting of stockholders, 110,590,032 shares were voted on the corporate restructuring. The proposal to adopt the corporate restructuring passed with 106,694,424 shares voted in favor of the proposal (representing 96.4% of the shares voted on the proposal). The restructuring will be accomplished by the merger of an indirect subsidiary of Noble Corporation, a newly-formed Cayman Islands company, with and into Noble Drilling. As a result of the merger, Noble Corporation will become the parent holding company of Noble Drilling and the other companies in the Noble corporate group, and the stockholders of Noble Drilling will have their shares of Noble Drilling common stock exchanged for ordinary shares of Noble Corporation. The merger is scheduled to become effective after the close of business on April 30, 2002. After completion of the merger, Noble Corporation and the Noble corporate group will continue to conduct the businesses now conducted by the Noble corporate group, and the ordinary shares of Noble Corporation will be listed and traded on the New York Stock Exchange under the symbol "NE," the same symbol under which Noble Drilling is now listed. Noble Drilling is a leading provider of diversified services for the oil and gas industry. Contract drilling services are performed with the Company's fleet of 53 offshore drilling units located in key markets worldwide. The Company's fleet of floating deepwater units consists of 13 semisubmersibles and three dynamically positioned drillships, seven of which are designed to operate in water depths greater than 5,000 feet. The Company's premium fleet of 34 independent leg, cantilever jackup rigs includes 21 units that operate in water depths of 300 feet 1 and greater, four of which operate in water depths of 360 feet and greater, and 11 units that operate in water depths up to 250 feet. In addition, the Company's fleet includes three submersible units. Nine of the Company's units are capable of operating in harsh environments. Over 60 percent of the fleet is currently deployed in international markets, principally including the North Sea, Brazil, West Africa, the Middle East, India and Mexico. The Company also provides labor contract drilling services, well site and project management services, and engineering services. This news release may contain "forward-looking statements" about the business, financial performance and prospects of the Company. Statements about the Company's or management's plans, intentions, expectations, beliefs, estimates, predictions, or similar expressions for the future are forward-looking statements. No assurance can be given that the outcomes of these forward-looking statements will be realized, and actual results could differ materially from those expressed as a result of various factors. A discussion of these factors, including risks and uncertainties, is set forth from time to time in the Company's filings with the SEC. Additional information on Noble Drilling is available via the world wide web at http://www.noblecorp.com. NDC-267 4/25/02 # # # For additional information, contact: John T. Rynd, Vice President - Investor Relations, Noble Drilling Services Inc. Noble Drilling Corporation, 281-276-6100 2 -----END PRIVACY-ENHANCED MESSAGE-----