-----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, UxKWcuz+wnABcs/220ubuwIWDEpw9NGefUUp/DOZJnlUPxYD8GFPETRPkoNVK8ql 7ZMa/gBv8O18MgWnMF4DMA== 0000950129-96-001325.txt : 19960627 0000950129-96-001325.hdr.sgml : 19960627 ACCESSION NUMBER: 0000950129-96-001325 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 6 333-02927 FILED AS OF DATE: 19960625 EFFECTIVENESS DATE: 19960625 SROS: NASD 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-06813 FILM NUMBER: 96585618 BUSINESS ADDRESS: STREET 1: 10370 RICHMOND AVE STE 400 CITY: HOUSTON STATE: TX ZIP: 77042 BUSINESS PHONE: 7139743131 MAIL ADDRESS: STREET 1: 10370 RICHMOND AVE STREET 2: STE 400 CITY: HOUSTON STATE: TX ZIP: 77042 S-3MEF 1 NOBLE DRILLING CORP. - FORM S-3MEF - 462(B) 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 1996 REGISTRATION NO. 333- =============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- NOBLE DRILLING CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 73-0374541 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)
10370 RICHMOND AVENUE, SUITE 400 HOUSTON, TEXAS 77042 (713) 974-3131 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) --------------------- JAMES C. DAY CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER NOBLE DRILLING CORPORATION 10370 RICHMOND AVENUE, SUITE 400 HOUSTON, TEXAS 77042 (713) 974-3131 (Address, including zip code, and telephone number, including area code, of agent for service) --------------------- Copies to: ROBERT D. CAMPBELL JAMES M. PRINCE THOMPSON & KNIGHT, P.C. ANDREWS & KURTH L.L.P. 1700 PACIFIC AVENUE 4200 TEXAS COMMERCE TOWER SUITE 3300 600 TRAVIS STREET DALLAS, TEXAS 75201 HOUSTON, TEXAS 77002 (214) 969-1700 (713) 220-4200
--------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective. 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. / / 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. /X/ 333-02927 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 ADDITIONAL REGISTRATION FEE ===================================================================================================== TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE REGISTERED AGGREGATE OFFERING PRICE (1)(2) REGISTRATION FEE - ----------------------------------------------------------------------------------------------------- Common Stock, par value $.10 per share...... $24,923,000 $8,595 =====================================================================================================
(1) Includes shares of Common Stock issuable upon exercise of the Underwriters' over-allotment options. Does not include shares of Common Stock having an aggregate offering price of $259,127,344 registered pursuant to Registration Statement No. 333-02927 as to which a registration fee of $89,355 has been previously paid to the Commission. (2) The Offering Price is based upon the actual price to the Underwriters before Underwriters' discounts and commissions. =============================================================================== 2 EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) and General Instruction IV of Form S-3, both promulgated under the Securities Act of 1933, as amended. The contents of Registration Statement No. 333-02927, including any prospectuses and prospectus supplements filed pursuant thereto in accordance with Rule 424 promulgated under such Act, are hereby incorporated herein by reference. 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 the 25th day of June, 1996. NOBLE DRILLING CORPORATION By /s/ BYRON L. WELLIVER ------------------------------------- Byron L. Welliver Senior Vice President -- Finance, Treasurer and Controller Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE --------- ----- ---- /s/ JAMES C. DAY* Chairman, President and Chief - -------------------------------------------- Executive Officer and James C. Day Director (Principal Executive Officer) /s/ BYRON L. WELLIVER Senior Vice President -- Finance, June 25, 1996 - -------------------------------------------- Treasurer and Controller Byron L. Welliver (Principal Financial and Accounting Officer) /s/ MICHAEL A. CAWLEY* Director - -------------------------------------------- Michael A. Cawley /s/ LAWRENCE J. CHAZEN* Director - -------------------------------------------- Lawrence J. Chazen /s/ TOMMY C. CRAIGHEAD* Director - -------------------------------------------- Tommy C. Craighead /s/ JAMES L. FISHEL* Director - -------------------------------------------- James L. Fishel /s/ JOHNNIE W. HOFFMAN* Director - -------------------------------------------- Johnnie W. Hoffman /s/ MARC E. LELAND* Director - -------------------------------------------- Marc E. Leland
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SIGNATURE TITLE DATE --------- ----- ---- /s/ BILL M. THOMPSON* Director - -------------------------------------------- Bill M. Thompson *By /s/ BYRON L. WELLIVER June 25, 1996 - -------------------------------------------- Byron L. Welliver Attorney-in-fact
5 NOBLE DRILLING CORPORATION INDEX TO EXHIBITS NUMBER DESCRIPTION 1.1 Certificate of Registrant as to payment of additional registration fee. 5.1 Opinion of Thompson & Knight, P.C. 23.1 Consent of Price Waterhouse LLP. 23.2 Consent of Arthur Andersen LLP. 23.3 Consent of KPMG Accountants N.V. 23.4 Consent of Thompson & Knight, P.C. (contained in its opinion filed as Exhibit 5.1). 24.1 Powers of Attorney (filed as Exhibit 24.1 to the Registrant's Registration Statement on Form S-3 (No. 333-02927) and incorporated herein by reference). EX-1.1 2 CERT. OF REGISTRANT-PAYMENT OF ADDT'L REGIS. FEE 1 EXHIBIT 1.1 CERTIFICATE OF NOBLE DRILLING CORPORATION AS TO PAYMENT OF ADDITIONAL REGISTRATION FEE Noble Drilling Corporation (the "Registrant") hereby certifies to the Securities and Exchange Commission (the "Commission") that on June 25, 1996: (i) The Registrant has instructed its bank to wire transfer to the Commission the requisite filing fee of $8,595 due in connection with the filing of its Registration Statement with the Commission on June 25, 1996 pursuant to Rule 462(b) under the Securities Act of 1933, as amended; (ii) The Registrant will not revoke such instructions; and (iii) The Registrant has sufficient funds in the account from which the wiere transfer will originate to cover the amount of the filing fee. The Registrant hereby undertakes to confirm on June 26, 1996 that its bank has received such instructions. NOBLE DRILLING CORPORATION By: /s/ BYRON L. WELLIVER ----------------------------------- Byron L. Welliver Senior Vice President -- Finance, Treasurer and Controller EX-5.1 3 OPINION OF THOMPSON & KNIGHT, P.C. 1 EXHIBIT 5.1 June 25, 1996 Noble Drilling Corporation 10370 Richmond Avenue, Suite 400 Houston, Texas 77042 Dear Sirs: We have acted as counsel for Noble Drilling Corporation, a Delaware corporation (the "Company"), in connection with the preparation of the Company's abbreviated registration statement on Form S-3, as amended (the "Rule 462(b) Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). A proposed maximum aggregate offering price of $259,127,344 of Common Stock (representing an aggregate of 19,932,847 shares) has heretofore been registered under the Company's Registration Statement or Form S-3 (No. 333-02927) ("Registration Statement No. 333-02927"). Registration Statement No. 333-02927 and the Rule 462(b) Registration Statement relate to the proposed offering of up to 21,850,000 shares of Common Stock, par value $.10 per share, of the Company (including 2,850,000 shares subject to underwriters' over-allotment options). The Rule 462(b) Registration Statement covers an additional 1,917,153 shares of Common Stock (the "Rule 462(b) Shares"). The Rule 462(b) Shares and the shares of Common Stock covered under Registration Statement No. 333-02927 are hereinafter referred to as the "Shares." The Shares are proposed to be sold by the Company to a group of underwriters (the "Underwriters"), for whom Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Salomon Brothers Inc and Simmons & Company International are acting as representatives, pursuant to and subject to the terms and conditions of (i) a U.S. Purchase Agreement between the Company and certain underwriters in the United States and Canada and (ii) an International Purchase Agreement between the Company and certain underwriters outside the United States and Canada (collectively, the "Purchase Agreements"), the forms of which are filed as Exhibits 1.1(a) and 1.1(b), respectively, to the Registration Statement. In connection with the foregoing, we have examined the originals or copies, certified or otherwise authenticated to our satisfaction, of the Registration Statement, the form of the Purchase Agreements and such corporate records of the Company, certificates of public officials and of officers of the Company, and other agreements, instruments and documents as we have deemed necessary to require as a basis for the opinions hereinafter expressed. Where facts material to the opinions hereinafter expressed were not independently established by us, we have relied upon the statements of officers of the Company, where we deemed such reliance appropriate under the circumstances. Based upon the foregoing and in reliance thereon, and subject to the assumptions and qualifications hereinafter specified, it is our opinion that: 1. The Company has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware. 2 Noble Drilling Corporation June 25, 1996 Page 2 2. The Shares have been duly authorized by the Company and when issued and delivered against payment therefor as described in the prospectus forming a part of the Registration Statement will be validly issued, fully paid and nonassessable. The opinions expressed above are limited by and subject to the following qualifications: (a) We are members of the Bar of the State of Texas only and do not purport to be experts on the laws of any state or jurisdiction other than the State of Texas and the United States. Insofar as the opinions expressed herein relate to matters governed by Delaware law, we have relied solely upon a reading of the applicable statutes and the corporate records of the Company and certificates of public officials and officers of the Company referenced above with respect to the opinions given herein. (b) In rendering the opinions expressed herein, we have assumed that no action heretofore taken by the Board of Directors of the Company in connection with the matters described or referred to herein will be modified, rescinded or withdrawn after the date hereof. We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Opinions" in the prospectus forming a part of the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules or regulations of the Commission thereunder. Respectfully submitted, THOMPSON & KNIGHT, A Professional Corporation By: /s/ JOE DANNENMAIER -------------------------------- Joe Dannenmaier, Attorney EX-23.1 4 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated January 31, 1996, except as to Note 16, which is as of March 13, 1996, appearing on page 19 of Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Houston, Texas June 25, 1996 EX-23.2 5 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the use of our report and to all references to our Firm included in or made a part of this registration statement. Arthur Andersen LLP Houston, Texas June 21, 1996 EX-23.3 6 CONSENT OF KPMG ACCOUNTANTS N.V. 1 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT To the shareholder of Neddrill Holding B.V. We consent to the use of our report dated February 15, 1996, with respect to the consolidated balance sheets of Neddrill Holding B.V., and subsidiaries as of December 31, 1995 and 1994 and the related consolidated statements of operations, shareholders' equity and cash flows for each of the years in the three-year period ended December 31, 1995, which report is incorporated by reference in the Form S-3 Registration Statement of Noble Drilling Corporation dated June 25, 1996. We also consent to the reference to our firm under the heading "Experts" in the prospectus of Noble Drilling Corporation. KPMG Accountants N.V. Rotterdam, The Netherlands June 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----