-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, AdnQE1oPkzfatQKwnSCDyVIh6LuevT1PEdvcQorg58uhrCBZSuH6VceUCS3Q01K7 jV5RslwScqd+3qDZk7MfsA== 0000950129-94-000536.txt : 19940705 0000950129-94-000536.hdr.sgml : 19940705 ACCESSION NUMBER: 0000950129-94-000536 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NOBLE DRILLING CORP CENTRAL INDEX KEY: 0000777201 STANDARD INDUSTRIAL CLASSIFICATION: 1381 IRS NUMBER: 730374541 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-13857 FILM NUMBER: 94537080 BUSINESS ADDRESS: STREET 1: 10370 RICHMOND AVE STE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7139743131 MAIL ADDRESS: STREET 2: 10370 RICHMOND AVE STE 400 CITY: HOUSTON STATE: TX ZIP: 77042 10-K/A 1 AMENDMENT TO 10-K OF NOBLE FOR 12/31/93 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________ FORM 10-K/A AMENDMENT NO. 1 /X/ ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Fee Required) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1993 / / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (No Fee Required) For the transition period from __________ to ________ COMMISSION FILE NUMBER: 0-13857 NOBLE DRILLING CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 73-0374541 (State of incorporation) (I.R.S. employer identification number) 10370 RICHMOND AVENUE, SUITE 400 HOUSTON, TEXAS 77042 (Address of principal executive offices) (Zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 974-3131 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- ------------------- NONE SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, PAR VALUE $.10 PER SHARE (Title of class) $2.25 CONVERTIBLE EXCHANGEABLE PREFERRED STOCK, PAR VALUE $1.00 PER SHARE (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10K. / / Aggregate market value of Common Stock held by nonaffiliates as of March 10, 1994: $317,570,430 Number of shares of Common Stock outstanding as of March 10, 1994: 47,609,941 DOCUMENTS INCORPORATED BY REFERENCE Listed below are documents parts of which are incorporated herein by reference and the part of this report into which the document is incorporated: (1) Proxy statement for the 1994 annual meeting of shareholders - Part III 2 The cover page of Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1993 is amended to reflect 47,609,941 shares of common stock outstanding as of March 10, 1994, and such cover page as amended is set forth above. Item 14 of Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1993 is amended to reflect the filing herewith as Exhibit 99.2 of the financial statements required by Form 11-K for the fiscal years ended December 31, 1993 and 1992 with respect to the Noble Drilling Corporation Thrift Plan, and such Item 14 is restated as set forth on the subsequent pages. 3 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The following documents are filed as part of this report: (1) Financial Statements: Report of Independent Public Accountants Consolidated Balance Sheets at December 31, 1993 and 1992 Consolidated Statements of Operations for each of the three years in the period ended December 31, 1993 Consolidated Statements of Cash Flows for each of the three years in the period ended December 31, 1993 Consolidated Statements of Shareholders' Equity for each of the three years in the period ended December 31, 1993 Notes to Consolidated Financial Statements (2) Financial Statement Schedules (filed herewith): Schedule V - Property, Plant and Equipment Schedule VI - Accumulated Depreciation, Depletion and Amortization of Property, Plant and Equipment All other schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto. (3) Exhibits: The information required by this Item 14(a)(3) is set forth in the Index to Exhibits accompanying this Annual Report on Form 10-K. (4) Financial Statements required by Form 11-K for the fiscal years ended December 31, 1993 and 1992 with respect to the Noble Drilling Corporation Thrift Plan are filed as Exhibit 99.2 hereto. (b) The following report on Form 8-K was filed by the Registrant during the three-month period ended December 31, 1993: Form 8-K dated October 18, 1993 (Date of Event: October 7, 1993), which reported the acquisition of nine offshore jackup drilling rigs and related drilling assets from The Western Company of North America under "Item 2. Acquisition or Disposition of Assets." The financial statements and pro forma financial information required by Item 7 of Form 8-K had been previously reported. 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, thereunto duly authorized. NOBLE DRILLING CORPORATION Date: June 28, 1994 By: /s/ BYRON L. WELLIVER Byron L. Welliver Senior Vice President-Finance and Treasurer (Principal Financial Officer) 5 INDEX TO EXHIBITS SEQUENTIALLY EXHIBIT NUMBERED NUMBER EXHIBITS PAGE - - ------- -------- ------------ 2.1 - Assets Purchase Agreement dated as of August 20, 1993 (the "Western Assets Purchase Agreement"), between the Registrant and The Western Company of North America (filed as Exhibit 2.1 to the Registrant's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 2.2 - Agreement dated as of October 7, 1993, among the Registrant, Noble Drilling (U.S.) Inc., Noble International Limited, The Western Company of North America and Offshore International Ltd., amending the Western Assets Purchase Agreement (filed as Exhibit 2.2 to the Registrant's Form 8-K dated October 15, 1993 and incorporated herein by reference). 2.3 - Exchange Agreement dated as of June 4, 1993, by and among the Registrant, Grasso Corporation, Offshore Logistics, Inc., PPI-Seahawk, Inc. and Noble Production Services Inc. (filed as Exhibit 2.2 to the Registrant's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 2.4 - Amendment No. 1 dated October 29, 1993 to the Exchange Agreement by and among the Registrant, Grasso Corporation, Offshore Logistics, Inc., PPI-Seahawk Services, Inc. and Noble Production Services Inc. 2.5 - Assets Purchase Agreement dated as of August 20, 1993 (the "Portal Assets Purchase Agreement"), between the Registrant and Portal Rig Corporation (filed as Exhibit 2.3 to the Registrant's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 2.6 - Agreement dated as of October 25, 1993, among the Registrant, Noble (Gulf of Mexico) Inc. and Portal Rig Corporation, amending the Portal Assets Purchase Agreement (filed as Exhibit 2.5 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 2.7 - Assignment and Assumption Agreement made as of Octoboer 28, 1993 by and between Noble Production Management Inc., Noble Production Services Inc., OLOG Production Management Inc., PPI-Seakhawk Services, Inc. and Grasso Corporation. 3.1 - Restated Certificate of Incorporation of the Registrant dated August 29, 1985 (filed as Exhibit 3.7 to the Registrant's Registration Statement on Form 10 (No. 0-13857) and incorporated herein by reference). 3.2 - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated May 5, 1987 (filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 3.3 - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated June 1, 1987 (filed as Exhibit 4.3 to the Registrant's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 3.4 - Certificate of the Designations, Powers, Preferences and Relative, Participating, Optional and Other Special Rights and the Qualifications, Limitations or Restrictions thereof, which have not been set forth in the Restated Certificate of Incorporation or in any amendment thereto, of the 6 Series A Convertible Preferred Stock of the Registrant, dated as of January 25, 1988 (files as Exhibit 3.10 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1987 and incorporated herein by reference). 3.5 - Certificate of the Designations, Powers, Preferences and Relative, Participating, Optional and Other Special Rights and the Qualifications, Limitations or Restrictions thereof, which have not been set forth in the Restated Certificate of Incorporation or in any amendment thereto, of the Series B Convertible Preferred Stock of the Registrant, dated as of November 10, 1988 (filed as Exhibit 3.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988 and incorporated herein by reference). 3.6 - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated April 28, 1988 (filed as Exhibit 3.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988 and incorporated herein by reference). 3.7 - Certificate of Amendment of Restated Certificate of Incorporation of the Registrant dated April 27, 1989 (filed as Exhibit 3.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989, as amended, and incorporated herein by reference). 3.8 - Certificate of Conversion of shares of Series A Convertible Preferred Stock of the Registrant dated September 18, 1990 (filed as Exhibit 3.14 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989, as amended, and incorporated herein by reference). 3.9 - Certificate of Exchange of shares of Series B Convertible Preferred Stock of the Registrant dated September 18, 1990 (filed as Exhibit 3.15 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990, as amended, and incorporated herein by reference). 3.10 - Certificate of Amendment of Certificate of Incorporation of the Registrant dated August 1, 1991 (filed as Exhibit 3.16 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 3.11 - Certificate of Designations of $2.25 Convertible Exchangeable Preferred Stock, par value $1.00 per share, of the Registrant, dated as of November 18, 1991 (filed as Exhibit 3.17 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 3.12 - Composite copy of the Bylaws of the Registrant as currently in effect (filed as Exhibit 4.8 to the Registrant's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 4.1 - Indenture governing the Senior Notes (filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 4.2 - Form of Senior Notes (included in Section 2.02 of the Indenture filed as Exhibit 4.1 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 10.1* - Noble Drilling Corporation Short-Term Incentive Compensation Plan (filed as Exhibit 10.1 to the Registrant's Registration Statement on Form 10 (No. 0-13857) and incorporated herein by reference). 7 10.2* - Noble Drilling Corporation 1985 Stock Option Plan (filed as Exhibit 4.1(b) to the Registrant's Registration Statement on Form S-8 (No. 33-3289), as amended, and incorporated herein by reference). 10.3* - Amendment No. 1 to Noble Drilling Corporation 1985 Stock Option Plan dated as of February 17, 1987 (filed as Exhibit 10.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1986, as amended, and incorporated herein by reference). 10.4 - Amended and Restated Noble-National Joint Venture Partnership Agreement between the Registrant and National Enerdrill Corporation dated December 7, 1990 (filed as Exhibit 10.4 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1990 and incorporated herein by reference). 10.5 - Limited Partnership Agreement between the Registrant and National Enerdrill Corporation dated as of January 16, 1992 (filed as Exhibit 10.5 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.6 - Certificate of Limited Partnership of NN-1 Limited Partnership (filed as Exhibit 10.6 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.7* - Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (No. 33-46724) and incorporated herein by reference). 10.8* - Noble Drilling Corporation 1987 Stock Option Plan (filed as Exhibit 10.7 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1986, as amended, and incorporated herein by reference). 10.9* - Noble Drilling Corporation Thrift Trust Agreement (filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 (No. 33-18966) and incorporated herein by reference). 10.10*- Amendment No. 1 to the Noble Drilling Corporation Thrift Trust dated January 27, 1992 (filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.11*- Noble Drilling Corporation Thrift Plan, as amended and restated, dated July 27, 1989 (filed as Exhibit 10.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.12*- Amendment No. 1 to the Noble Drilling Corporation Thrift Plan dated February 13, 1992 (filed as Exhibit 10.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.13*- Directors' Option Agreements dated October 29, 1987, between the Registrant and each of Michael A. Cawley, Johnnie W. Hoffman, Sam Noble and John F. Snodgrass (filed as Exhibit 10.11 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1988 and incorporated herein by reference). 10.14 - Registration Rights Agreement dated as of January 29, 1988 between the Registrant and General Electric Capital Corporation (filed as a part of Exhibit 2.1 to the Registrant's Current Report on Form 8-K dated February 11, 1988 and incorporated herein by reference). 10.15 - First Amendment to Registration Rights Agreement dated as of February 5, 1993 between the Registrant and General Electric Capital Corporation (filed as Exhibit 10.19 to the Registrant's 8 Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.16 - Guarantee Agreement dated as of August 10, 1989 between the Registrant and The Royal Bank of Canada (filed as Exhibit 10.28 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1989, as amended, and incorporated herein by reference). 10.17 - Credit Agreement dated as of October 29, 1990 between Noble Drilling (Canada) Ltd. and The Royal Bank of Canada (filed as Exhibit 10.27 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.18 - Letter Agreement amending the Credit Agreement between Noble Drilling (Canada) Ltd. and The Royal Bank of Canada dated October 25, 1993. 10.19 - Credit Agreement dated as of October 29, 1990 between Noble Drilling (U.K.) Ltd. and The Royal Bank of Canada (filed as Exhibit 10.28 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.20 - Credit Agreement dated as of October 29, 1990 between Noble Enterprises Limited and The Royal Bank of Canada (filed as Exhibit 10.30 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 10.21 - Letter Agreement amending the Credit Agreement between Noble Enterprises Limited and The Royal Bank of Canada dated October 25, 1993. 10.22 - Credit Agreement dated as of July 30, 1992 between Noble Drilling (U.K.) Ltd. and The Royal Bank of Canada (filed as Exhibit 10.33 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.23 - Letter Agreement amending the Credit Agreement between Noble Drilling (U.K.) Ltd. and The Royal Bank of Canada dated October 25, 1993. 10.24 - Guarantee and Subordination Agreement dated as of July 30, 1992 between the Registrant and The Royal Bank of Canada (filed as Exhibit 10.34 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 and incorporated herein by reference). 10.25*- Amendment No. 2 to the Noble Drilling Corporation Thrift Plan dated effective as of August 1, 1992 (filed as Exhibit 4.2 to the Registrant's Registration Statement on Form S-8 (No. 33-50270) and incorporated herein by reference). 10.26 - Amended and Restated Letter of Credit Agreement, dated as of October 25, 1993, among Portal Rig Corporation, Noble (Gulf of Mexico) Inc., NationsBank of Texas, N.A., as agent and as one of the "Banks" thereunder, and Marine Midland Bank, N.A., Bank of America National Trust and Savings Association, and Norwest Bank Minnesota, National Association (collectively, the "Banks") (filed as Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 10.27 - Assignment, Assumption and Amended and Restated Preferred Ship Mortgage, dated October 25, 1993, by Noble (Gulf of Mexico) Inc. to the Banks (filed as Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 10.28 - Security Agreement and Assignment, dated October 25, 1993, by Noble (Gulf of Mexico) Inc. to the Banks (filed as Exhibit 10.3 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 9 10.29 - Noble Support Agreement, dated October 25, 1993, among the Registrant and the Banks (filed as Exhibit 10.4 to the Registrant's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference.) 10.30*- Noble Drilling Corporation 1992 Nonqualified Stock Option Plan for Non-Employee Directors (filed as Exhibit 4.1 to the Registrant's Registration Statement on Form S-8 (No. 33-62394) and incorporated herein by reference). 10.31*- Amendment No. 3 to the Noble Drilling Corporation Thrift Plan dated effective as of January 1, 1994. 10.32*- Amendment No. 2 to the Noble Drilling Corporation Thrift Trust dated June 24, 1994. 22.1 - Subsidiaries of the Registrant. 23.1 - Consent of Arthur Andersen & Co. 99.1 - Letter of Intent dated January 13, 1994 by and among the Registrant, Triton Engineering Services Company, Joseph E. Beall and George Bruce. 99.2 - Financial Statements required by Form 11-K for the fiscal year ended December 31, 1993 with respect to the Noble Drilling Corporation Thrift Plan (including consent of Arthur Andersen & Co. regarding the incorporation by reference thereof). ________________________________ * Management contract or compensatory plan or arrangement required to be filed as an exhibit hereto. EX-10.32 2 EX-10.32 TO 10-K/A FOR NOBLE 12/31/93 1 AMENDMENT NO. 2 TO THE NOBLE DRILLING CORPORATION THRIFT TRUST Pursuant to the provisions of Section 4.1 thereof, the Noble Drilling Corporation Thrift Trust (the "Trust") is hereby amended in the following respect only: The first sentence of Section 3.3 of the Trust is hereby amended by restatement in its entirety to read as follows: The appointment of a successor trustee hereunder shall be accomplished by and shall take effect upon the delivery to the resigning or removed Trustee, as the case may be, of (a) an instrument in writing appointing such successor trustee, executed by the Company, and (b) an acceptance in writing of the office of successor trustee hereunder executed by the successor so appointed. IN WITNESS WHEREOF, this Amendment has been executed to be effective this 24th day of June, 1994. NOBLE DRILLING CORPORATION By /s/ BYRON L. WELLIVER ___________________________________ Title: Senior Vice President-Finance and Treasurer BANK OF OKLAHOMA, N.A. By /s/ JEFFREY K. MACE ___________________________________ Title: Vice President and Senior Trust Officer 2 THE STATE OF TEXAS ss COUNTY OF HARRIS BEFORE ME, the undersigned authority, a notary public in and for said County and State, on this day personally appeared Byron L. Welliver, known to me to be the person and office whose name is subscribed to the foregoing instrument and acknowledged to me the same was the act of the said NOBLE DRILLING CORPORATION, a Delaware corporation, and that he executed the same as the act of such corporation for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 24th day of June, 1994. KATHERINE L. BRADLEY MY COMMISSION EXPIRES /s/ KATHERINE L. BRADLEY October 28, 1997 _____________________________ Notary Public, State of Texas [notarial seal] My Commission expires: 10/28/97 _____________________ THE STATE OF OKLAHOMA ss COUNTY OF TULSA BEFORE ME, the undesigned authority, a notary public in and for said County and State, on this day personally appeared Jeffrey K. Mace, known to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged to me the same was the act of the said BANK OF OKLAHOMA, N.A., a national banking association, and that he executed the same as the act of such association for the purposes and consideration therein expressed, and in the capacity therein stated. GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 27th day of June, 1994. [notarial seal] My Commission expires: 6/23/98 /s/ KATHY ANN LANOLE ______________________ _______________________________ Notary Public, State of Oklahoma EX-99.2 3 EX-99.2 TO 10-K/A OF NOBLE 12/31/93 1 The Financial Statements required by Form 11-K for the fiscal years ended December 31, 1993 and 1992 with respect to the Noble Drilling Corporation Thrift Plan are filed in paper format under cover of Form SE in accordance with Instruction E to Form 11-K. 2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation of our report dated June 20, 1994, with respect to the Noble Drilling Corporation Thrift Plan for the years ended December 31, 1993 and 1992, appearing on sequentially numbered page 7 of the paper format portion of this filing under cover of Form SE of this Form 10-K/A (Amendment No. 1) into the Prospectus constituting part of the Registration Statement on Form S-8 (No. 33-18966) of the Noble Drilling Corporation Thrift Plan. /s/ ARTHUR ANDERSEN & CO. ----------------------------- ARTHUR ANDERSEN & CO. Houston, Texas June 28, 1994 -----END PRIVACY-ENHANCED MESSAGE-----