-----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, C44yNoaAAGgOzTdrtUUoUM0H3HEpECx3zPfdZ6PrIbl5+Pcv3PCpsIf8G8GXV3yr DksqQXeATKILBd3hHYhVng== 0000950129-94-000655.txt : 19940822 0000950129-94-000655.hdr.sgml : 19940822 ACCESSION NUMBER: 0000950129-94-000655 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940812 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: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-13857 FILM NUMBER: 94543824 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 8-A12B 1 8-A FOR NOBLE DRILLING 1 ============================================================================= UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 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) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered NONE Securities to be registered pursuant to Section 12(g) of the Act: $1.50 Convertible Preferred Stock, par value $1.00 per share (Title of Class) Page 1 of 9 sequentially numbered pages. Index to Exhibits appears on page 5. ============================================================================= 2 Item 1. Description of the Registrant's Securities to be Registered. The securities to be registered hereunder are the Registrant's $1.50 Convertible Preferred Stock, par value $1.00 per share (the "Preferred Stock"). A description of the Preferred Stock is set forth under the caption "Description of Noble Capital Stock - $1.50 Noble Preferred Stock" in the Prospectus constituting Part I of the Registrant's Registration Statement on Form S-4 (No. 33-54495) filed by the Registrant with the Securities and Exchange Commission on July 8, 1994, as amended by Amendment No. 1 thereto filed with the Commission on August 12, 1994 (collectively, the "Registration Statement"). The description of the Preferred Stock set forth in the Registration Statement is incorporated herein by reference. Item 2. Exhibits. The following documents are filed as exhibits hereto: 1. Form of certificate for Preferred Stock. 2. Restated Certificate of Incorporation of Noble Drilling Corporation dated August 29, 1985 (filed as Exhibit 3.7 to Noble Drilling Corporation's Registration Statement on Form 10 (No. 0-13857) and incorporated herein by reference). 3. Certificate of Amendment of Restated Certificate of Incorporation of Noble Drilling Corporation dated May 5, 1987 (filed as Exhibit 4.2 to Noble Drilling Corporation's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 4. Certificate of Amendment of Restated Certificate of Incorporation of Noble Drilling Corporation dated June 1, 1987 (filed as Exhibit 4.3 to Noble Drilling Corporation's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 5. Certificate of Amendment of Restated Certificate of Incorporation of Noble Drilling Corporation dated April 28, 1988 (filed as Exhibit 3.12 to Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1988 and incorporated herein by reference). 6. Certificate of Amendment of Restated Certificate of Incorporation of Noble Drilling Corporation dated April 27, 1989 (filed as Exhibit 3.13 to Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1989, as amended, and incorporated herein by reference). 7. Certificate of Amendment of Restated Certificate of Incorporation of Noble Drilling Corporation dated August 1, 1991 (filed as Exhibit 3.16 to Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 8. Certificate of Designations of $2.25 Convertible Exchangeable Preferred Stock, par value $1.00 per share, of Noble Drilling Corporation, dated as of November 18, 1991 (filed as Exhibit 3.17 to Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 9. Form of Certificate of Designations of $1.50 Convertible Preferred Stock, par value $1.00 per share, of Noble Drilling Corporation (filed as Exhibit 4.8 to Noble Drilling Corporation's Registration Statement on Form S-4 (No. 33-54495), as amended, and incorporated herein by reference). 10. Composite set of Bylaws of Noble Drilling Corporation as currently in effect (filed as Exhibit 4.8 to Noble Drilling Corporation's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 11. Indenture governing the 9 1/4% Senior Notes due 2003 of Noble Drilling Corporation (filed as Exhibit 4.1 to Noble Drilling Corporation's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). -2- 3 12. Credit Agreement dated as of June 16, 1994 among Noble Drilling Corporation, First Interstate Bank of Texas, N.A., in its individual capacity and as agent, and Credit Lyonnais Cayman Island Branch (filed as Exhibit 4.12 to Noble Drilling Corporation's Registration Statement on Form S-3 (No. 33-54495) and incorporated herein by reference). -3- 4 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized, in Harris County, Texas on August 12, 1994. NOBLE DRILLING CORPORATION By: /s/ BYRON L. WELLIVER ----------------------------------------- Byron L. Welliver Senior Vice President - Finance and Treasurer -4- 5 Index to Exhibits
Exhibit Sequentially Number Description Numbered Page - - ------ ----------- ------------- 1 Form of certificate for Preferred Stock. 7 2 Restated Certificate of Incorporation of Noble Drilling Corporation dated August 29, 1985 (filed as Exhibit 3.7 to Noble Drilling Corporation's Registration Statement on Form 10 (No. 0-13857) and incorporated herein by reference). 3 Certificate of Amendment of Restated Certificate of Incorporation of Noble Drilling Corporation dated May 5, 1987 (filed as Exhibit 4.2 to Noble Drilling Corporation's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 4 Certificate of Amendment of Restated Certificate of Incorporation of Noble Drilling Corporation dated June 1, 1987 (filed as Exhibit 4.3 to Noble Drilling Corporation's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 5 Certificate of Amendment of Restated Certificate of Incorporation of Noble Drilling Corporation dated April 28, 1988 (filed as Exhibit 3.12 to Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1988 and incorporated herein by reference). 6 Certificate of Amendment of Restated Certificate of Incorporation of Noble Drilling Corporation dated April 27, 1989 (filed as Exhibit 3.13 to Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1989, as amended, and incorporated herein by reference). 7 Certificate of Amendment of Restated Certificate of Incorporation of Noble Drilling Corporation dated August 1, 1991 (filed as Exhibit 3.16 to Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference).
-5- 6
Exhibit Sequentially Number Description Numbered Page - - ------ ----------- ------------- 8 Certificate of Designations of $2.25 Convertible Exchangeable Preferred Stock, par value $1.00 per share, of Noble Drilling Corporation, dated as of November 18, 1991 (filed as Exhibit 3.17 to Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1991 and incorporated herein by reference). 9 Form of Certificate of Designations of $1.50 Convertible Preferred Stock, par value $1.00 per share, of Noble Drilling Corporation (filed as Exhibit 4.8 to Noble Drilling Corporation's Registration Statement on Form S-4 (No. 33-54495), as amended, and incorporated herein by reference). 10 Composite set of Bylaws of Noble Drilling Corporation as currently in effect (filed as Exhibit 4.8 to Noble Drilling Corporation's Registration Statement on Form S-3 (No. 33-67130) and incorporated herein by reference). 11 Indenture governing the 9 1/4% Senior Notes due 2003 of Noble Drilling Corporation (filed as Exhibit 4.1 to Noble Drilling Corporation's Quarterly Report on Form 10-Q for the three-month period ended September 30, 1993 and incorporated herein by reference). 12 Credit Agreement dated as of June 16, 1994 among Noble Drilling Corporation, First Interstate Bank of Texas, N.A., in its individual capacity and as agent, and Credit Lyonnais Cayman Island Branch (filed as Exhibit 4.12 to Noble Drilling Corporation's Registration Statement on Form S-3 (No. 33-54495) and incorporated herein by reference).
-6- EX-1 2 EX-1 TO FORM 8-A FOR NOBLE DRILLING 1 INCORPORATED UNDER THE LAWS (NOBLE LOGO) $1.50 CONVERTIBLE OF THE STATE OF DELAWARE PREFERRED STOCK NOBLE DRILLING CORPORATION THIS CERTIFICATE IS TRANSFERABLE CUSIP 655042 30 7 IN OKLAHOMA CITY, OKLAHOMA OR SEE REVERSE FOR CERTAIN STATEMENTS NEW YORK, NEW YORK RESTRICTIONS AND DEFINITIONS THIS CERTIFIES THAT is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF $1.50 CONVERTIBLE PREFERRED STOCK, PAR VALUE $1.00 PER SHARE, OF NOBLE DRILLING CORPORATION transferable on the books of the Corporation by the holder hereof, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed or accompanied by a proper assignment. This Certificate and the shares represented hereby are issued and shall be held subject to all of the provisions of the Certificate of Incorporation and the Bylaws of the Corporation, and all amendments thereto, copies of which are on file at the principal office of the Corporation, to all of which the holder of this Certificate by acceptance hereof assents. This Certificate is not valid until countersigned and registered by the Transfer Agent and Registrar. (SEAL) DATED COUNTERSIGNED AND REGISTERED: LIBERTY BANK AND TRUST COMPANY OF OKLAHOMA CITY, N.A. TRANSFER AGENT AND REGISTRAR BY /s/ JAMES C. DAY - - ------------------------------ CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER /s/ JULIE J. ROBERTSON (SEAL) AUTHORIZED SIGNATURE - - ------------------------------ SECRETARY 2 (NOBLE LOGO) NOBLE DRILLING CORPORATION THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPITONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF OF THE CORPORATION, AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFER SET FORTH IN ARTICLE XI OF THE CORPORATION'S CERTIFCATE OF INCORPORATION. THE PURPOSE OF SAID ARTICLE XI IS TO LIMIT THE OWNERSHIP AND CONTROL OF SHARES OF ANY CLASS OF STOCK OF THE CORPORATION BY ALIENS (AS DEFINED) IN ORDER TO PERMIT THE CORPORATION TO BE A U.S. MARITIME COMPANY (AS DEFINED). THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO REQUESTS A COPY OF SAID ARTICLE XI. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT -- ____ Custodian ____ TEN ENT -- as tenants by the entireties (Cust) (Minor) JT TEN -- as joint tenants with right of under Uniform Gifts to Minors survivorship and not as tenants Act _______________________ in common (State) Additional abbreviations may also be used though not in the above list. For value received, __________ hereby sell, assign and transfer unto ______________________________________________________________________________ PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE ______________________________________________________________________________ PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE ______________________________________________________________________________ ______________________________________________________________________________ _______________________________________________________________________ Shares of the stock represented by the within Certificate, and do hereby irrevocably constitute and appoint _______________________________________________________ ______________________________________________________________________________ Attorney to trasnfer the said Shares on the books of the within-named Corporation with full power of substitution in the premises. Dated. __________________ ______________________________________ NOTICE: The signature to this Assignment must corrospond with the name as written upon the face of the certificate, in every particular, without alteration or enlargement, or any change whatever. -----END PRIVACY-ENHANCED MESSAGE-----