-----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, QF371sv93jQm5qy6oFwMCqb9csQs9I2HvbvsmkhyPSaSoARhTCSEd2SoPMORZ6N1 6IJtIX/R3fiBbWNX5kEmBA== 0000950134-97-009540.txt : 19971229 0000950134-97-009540.hdr.sgml : 19971229 ACCESSION NUMBER: 0000950134-97-009540 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971224 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-3 SEC ACT: SEC FILE NUMBER: 333-43183 FILM NUMBER: 97743902 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-3 1 FORM S-3 1 As filed with the Securities and Exchange Commission on December 24, 1997 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.) James C. Day 10370 Richmond Avenue, Suite 400 Chairman, President and Chief Executive Officer Houston, Texas 77042 10370 Richmond Avenue, Suite 400 (713) 974-3131 Houston, Texas 77042 (Address, including zip code, and (713) 974-3131 telephone number, including area code, (Name, address, including zip code, and telephone number, of registrant's principal executive offices) including area code, of agent for service)
------------------ Copies to: Robert D. Campbell, Esq. Thompson & Knight, P.C. 1700 Pacific Avenue, Suite 3300 Dallas, Texas 75201 (214) 969-1700 ------------------ 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
================================================================================================================================ PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE - -------------------------------------------------------------------------------------------------------------------------------- COMMON STOCK, $.10 PAR VALUE PER SHARE............. 252,000 SHARES $27.4375 $6,914,250 $2,040 PREFERRED STOCK PURCHASE RIGHTS(2).............. -- -- -- -- ================================================================================================================================
(1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee, based on the average of the high and low sale prices of the Common Stock on the New York Stock Exchange on December 22, 1997. (2) No additional fee is payable in respect of the Preferred Stock Purchase Rights associated with shares of Common Stock. 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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. =============================================================================== 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 DECEMBER 24, 1997 PROSPECTUS 252,000 SHARES NOBLE DRILLING CORPORATION COMMON STOCK -------------------- All the 252,000 shares (the "Shares") of Common Stock, par value $.10 per share ("Common Stock"), of Noble Drilling Corporation (the "Company") offered hereby are being offered by and for the account of ___________, as Trustee of the Noble Drilling International Inc. Share Appreciation Rights Trust (the "Selling Stockholder"). Certain subsidiaries of the Company will receive a portion of the proceeds from the sale of the Shares. See "Selling Stockholder". The Common Stock is traded on the New York Stock Exchange ("NYSE") under the symbol "NE". The last reported sale price of the Common Stock on the NYSE on December 22, 1997 was $26.75 per share. The Shares will be sold from time to time by the Selling Stockholder through or to one or more broker-dealers in one or more transactions. Such sales may be made on the NYSE or otherwise at prices and at terms related to the then current market price, or in negotiated transactions. The Shares may be sold by any one or more of the following methods: (a) a block trade in which the broker or dealer so engaged will attempt to sell the securities as agent, but may position and resell a portion of a block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal, and resale by such broker or dealer, for its account pursuant to this Prospectus; (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers; and (d) privately negotiated transactions. See "Plan of Distribution". The Company has agreed with the Selling Stockholder to register the Shares offered hereby and to bear all fees and expenses incident to such registration. See "Selling Stockholder". The Company intends to keep the registration statement, of which this Prospectus is a part, effective during the term of the Trust (as defined herein). See "Selling Stockholder" and "Plan of Distribution". -------------------- THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE 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 ___________, 1997. 3 AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 and, in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the office of the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, as well as at the regional offices of the Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, and Seven World Trade Center, 13th Floor, New York, New York 10048. Copies of such information can be obtained by mail from the Public Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Additionally, the Commission maintains a web site that contains reports, proxy statements and other information regarding registrants (including the Company) that file electronically with the Commission. The address of the Commission's web site is http://www.sec.gov. The Company's Common Stock is listed on the NYSE and copies of reports, proxy statements and other information concerning the Company also can be inspected at the offices of the NYSE, 20 Broad Street, New York, New York 10005. This Prospectus constitutes a part of a registration statement on Form S-3 (the "Registration Statement") filed by the Company with the Commission under the Securities Act of 1933. 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, and reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the Shares offered hereby. Any statements contained herein concerning the provisions of any document are not necessarily complete, and, in each instance, reference is made to a 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. Copies of the Registration Statement and the exhibits thereto may be inspected, without charge, at the offices of the Commission, or obtained at prescribed rates from the Public Reference Section of the Commission at the address set forth above. - 2 - 4 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed with the Commission by the Company (File No. 0-13857) are hereby incorporated by reference into this Prospectus: I. The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; II. The Company's Current Report on Form 8-K dated March 22, 1997 (regarding sale of mat rig fleet); III. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1997; IV. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1997; V. The Company's Current Report on Form 8-K dated September 3, 1997 (regarding amendment of stockholder rights plan); VI. The Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 1997; and VII. The description of the Common Stock contained in the Registration Statement on Form 8-A of the Company heretofore filed with the Commission, including any amendments or reports filed for the purpose of updating such description. All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of this Prospectus and prior to the filing of a post-effective amendment which indicates that all Shares offered hereby have been sold or which deregisters all Shares then remaining unsold, shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in this Prospectus 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 herein or 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 UNDERTAKES TO 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 AND ALL OF THE DOCUMENTS INCORPORATED BY REFERENCE HEREIN (OTHER THAN EXHIBITS TO SUCH DOCUMENTS WHICH ARE NOT SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). WRITTEN REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE COMPANY, 10370 RICHMOND AVENUE, SUITE 400, HOUSTON, TEXAS 77042, ATTENTION: BYRON L. WELLIVER, SENIOR VICE PRESIDENT-FINANCE. TELEPHONE REQUESTS MAY BE DIRECTED TO BYRON L. WELLIVER AT (713) 974-3131. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THOSE SPECIFICALLY OFFERED HEREBY OR OF ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY ONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE 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. - 3 - 5 THE COMPANY Noble Drilling Corporation is a leading provider of diversified services for the oil and gas industry worldwide. The Company's activities include offshore drilling services, turnkey drilling services and engineering and production management services. The Company's drilling fleet is broadly diversified, allowing it to work in a variety of operating conditions. The Company was organized as a Delaware corporation in 1939. The Company and its predecessors have been engaged in the contract drilling of oil and gas wells for others domestically since 1921 and internationally during various periods since 1939. The Company's principal executive offices are located at 10370 Richmond Avenue, Suite 400, Houston, Texas 77042, and its telephone number is (713) 974-3131. SELLING STOCKHOLDER On December ____, 1997, the Selling Stockholder entered into a Deed of Trust (the "Trust Deed") with Noble Drilling International Inc., a wholly-owned subsidiary of the Company ("NDII"), and certain subsidiaries of NDII (the "Participating Subsidiaries"), pursuant to which the Selling Stockholder was appointed trustee of the Noble Drilling International Inc. Share Appreciation Rights Trust (the "Trust"). The Trust was established to fund the obligations of the Participating Subsidiaries to make payments to employees of the Participating Subsidiaries upon the exercise by such employees of share appreciation rights ("SARs") issued to such employees by NDII under the Noble Drilling International Inc. Share Appreciation Rights Plan (the "Plan"). Under the Plan, an aggregate of 309,500 SARs were issued by NDII to employees of the Participating Subsidiaries, of which 252,000 SARs were outstanding on the date of establishment of the Trust. NDII established the Plan to provide employees of the Participating Subsidiaries with an incentive compensation opportunity based on appreciation in value of the Common Stock of the Company. Upon exercise by an employee of an outstanding SAR, the employee is entitled to a cash payment from the applicable Participating Subsidiary in an amount determined by multiplying (i) the difference between the fair market value of a share of Common Stock of the Company on the date of exercise of the SAR over the award price of the SAR times (ii) the number of shares of Common Stock with respect to which the SAR is exercised. All the outstanding SARs are currently exercisable and expire on July 24, 2001. The award price of all the outstanding SARs is $14.125. Pursuant to the terms of the Trust Deed, on December ____, 1997, the Company sold the Shares in a private placement to the Selling Stockholder for a cash purchase price of $__________ per share, which price was equal to the fair market value (as defined in the Plan) of a share of Common Stock of the Company on such date, and concurrently therewith the Selling Stockholder assumed the obligations of the Participating Subsidiaries under the Plan to make payments to employees of the Participating Subsidiaries upon exercise of the outstanding SARs. The cash used by the Selling Stockholder to purchase the Shares was contributed to the Trust by the Participating Subsidiaries. The Trust Deed provides that, as and when outstanding SARs are exercised by an employee, the Selling Stockholder shall sell a number of Shares equal to the number of SARs exercised and shall disburse the net proceeds from the sale of such Shares to the applicable Participating Subsidiary as agent for the Selling Stockholder (i) to pay to the employee an amount equal to the payment such employee is entitled to receive under the Plan upon exercise of such SARs, (ii) to make any tax withholding payments required as a result of such payment and (iii) to retain the balance thereof for the benefit of such Participating Subsidiary. The Trust Deed also provides that, if any Shares remain in the trust estate at termination of the Trust because of the failure of an employee to exercise outstanding SARs, the Selling Stockholder shall sell the remaining Shares and the net proceeds of such sale shall be disbursed as follows: (i) an amount equal to the award price of the unexercised SARs shall be distributed free of trust to the applicable Participating Subsidiaries and (ii) the balance thereof shall be distributed to the applicable Participating Subsidiaries to be held in trust to pay their employees additional compensation for services rendered and/or to make charitable contributions, as each such Participating Subsidiary shall determine. The Trust will expire on July 31, 2001 or at such earlier time as mutually agreed to by NDII and the Selling Stockholder. NDII and the Participating Subsidiaries have agreed to pay the Selling Stockholder compensation for its services as trustee of the Trust and to reimburse it for its reasonable expenses incurred in connection therewith. NDII and the Participating Subsidiaries have also agreed to indemnify the Selling Stockholder for certain liabilities incurred by the Selling Stockholder in connection with its duties and responsibilities as trustee of the Trust. - 4 - 6 PLAN OF DISTRIBUTION The Shares will be sold from time to time by the Selling Stockholder as and when outstanding SARs under the Plan are exercised and, if any Shares remain in the Trust at such time, upon termination of the Trust. Such sales may be made on the NYSE or otherwise at prices and at terms related to the then current market price, or in negotiated transactions. The Shares may be sold by any one or more of the following methods: (a) a block trade in which the broker or dealer so engaged will attempt to sell the securities as agent, but may position and resell a portion of a block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal, and resale by such broker or dealer, for its account pursuant to this Prospectus; (c) ordinary brokerage transactions and transactions in which the broker solicits purchasers; and (d) privately negotiated transactions. The Selling Stockholder may effect such transactions by selling the Shares through or to brokers or dealers, and such brokers or dealers will receive compensation in the form of discounts or commissions from the Selling Stockholder, and may receive commissions from the purchasers of the Shares for whom they may act as agent (which discounts or commissions from the Selling Stockholder or such purchasers will not exceed those customary in the types of transactions involved). The Company will pay all fees and expenses incident to the preparation and filing of the Registration Statement and this Prospectus, including legal and accounting fees and expenses. The Company intends to keep the Registration Statement effective during the term of the Trust. LEGAL MATTERS The legality of the Shares offered hereby will be passed upon for the Company by Thompson & Knight, P.C., Dallas, Texas. EXPERTS The financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K of Noble Drilling Corporation for the year ended December 31, 1996 have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. - 5 - 7 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. Except for the SEC registration fee, all expenses are estimated. All such expenses will be paid by the Registrant. SEC registration fee ................... $ 2,040 Accounting fees and expenses ........... 10,000 Legal fees and expenses ................ 7,500 Miscellaneous .......................... 5,000 Total ......................... $24,540
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Registrant is a Delaware corporation. Under Section 145 of the General Corporation Law of the State of Delaware, the Registrant has the power to indemnify its directors and officers, subject to certain limitations. Reference is made to Article VI of the Bylaws of the Registrant, which provides for indemnification of directors and officers of the Registrant under certain circumstances. The Registrant has entered into indemnity agreements with the Registrant's directors and bylaw officers intended to provide for indemnification to the fullest extent permitted by law. Pursuant to the General Corporation Law of the State of Delaware, the Certificate of Incorporation of the Registrant limits the personal liability of the directors of the Registrant to the Registrant or its stockholders for monetary damages for breach of fiduciary duty under certain circumstances. The Registrant also maintains insurance to protect itself and its directors, officers, employees and agents against expenses, liabilities and losses incurred by such persons in connection with their service in the foregoing capacities. The foregoing summaries are necessarily subject to the complete text of the statute, bylaw, agreement, certificate of incorporation and insurance policy referred to above and are qualified in their entirety by reference thereto. ITEM 16. EXHIBITS. The information required by this Item 16 is set forth in the Index to Exhibits accompanying this Registration Statement. ITEM 17. UNDERTAKINGS. (a) Rule 415 Offering. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, 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-1 8 (ii) to reflect in the prospectus any facts or events arising after the effective date of the 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 paragraphs (1)(i) and (1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) Filings incorporating subsequent Exchange Act documents by reference. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the 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. (h) Request for acceleration of effective date. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 15 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 the Act and will be governed by the final adjudication of such issue. II-2 9 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 23rd day of December, 1997. NOBLE DRILLING CORPORATION (Registrant) By: /s/ James C. Day ------------------------------ James C. Day Chairman, President and Chief Executive Officer 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 date indicated. Each person whose signature appears below constitutes and appoints James C. Day and Byron L. Welliver, and each of them (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign on his behalf individually and in each capacity stated below any amendment, including post-effective amendments, to this Registration Statement and any Registration Statement (including any amendment thereto) for this offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said 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 in and about the premises, 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 and either of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Signature Title Date - --------- ----- ---- /s/ James C. Day Chairman, President and Chief Executive December 23, 1997 - ----------------------------------------- Officer and Director James C. Day (Principal Executive Officer) /s/ Byron L. Welliver Senior Vice President - Finance, December 23, 1997 - ----------------------------------------- Treasurer and Controller (Principal Byron L. Welliver Financial and Accounting Officer) /s/ Michael A. Cawley Director December 23, 1997 - ----------------------------------------- Michael A. Cawley Director December 23, 1997 - ----------------------------------------- Lawrence J. Chazen /s/ Tommy C. Craighead Director December 23, 1997 - ----------------------------------------- Tommy C. Craighead /s/ William J. Dore Director December 23, 1997 - ----------------------------------------- William J. Dore /s/ James L. Fishel Director December 23, 1997 - ----------------------------------------- James L. Fishel Director December 23, 1997 - ----------------------------------------- Marc E. Leland
II-3 10 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT ------ ---------------------- 5.1 Opinion of Thompson & Knight, A Professional Corporation, regarding legality 23.1 Consent of Thompson & Knight, A Professional Corporation (contained in its opinion filed as Exhibit 5.1) 23.2 Consent of Price Waterhouse LLP 24 Power of Attorney (a power of attorney pursuant to which amendments to the Registration Statement may be filed is included on the signature page hereof) 99.1 Form of Noble Drilling International Inc. Share Appreciation Rights Trust II-4 EX-5.1 2 OPINION OF THOMPSON & KNIGHT 1 EXHIBIT 5.1 (214) 969-1700 December 23, 1997 Noble Drilling Corporation 10370 Richmond Avenue Suite 400 Houston, Texas 77042 Re: Form S-3 Registration Statement Gentlemen: We have acted as counsel for Noble Drilling Corporation, a Delaware corporation (the "Company"), in connection with the preparation of the Company's Registration Statement on Form S-3 (the "Registration Statement"), filed with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), covering the proposed sale of up to 252,000 shares (the "Shares") of Common Stock, par value $.10 per share, of the Company by the Selling Stockholder named therein (the "Selling Stockholder"). The Shares are proposed to be sold by the Selling Stockholder in the manner set forth in the Prospectus constituting Part I of the Registration Statement under the caption "Plan of Distribution". In connection with the foregoing, we have examined the originals or copies, certified or otherwise authenticated to our satisfaction, of such corporate records of the Company, certificates of public officials and other instruments and documents as we have deemed necessary to require as a basis for the opinion hereinafter expressed. As to questions of fact material to such opinion, we have, where relevant facts are not independently established, relied upon statements of officers of the Company. On the basis of the foregoing and in reliance thereon, we advise you that in our opinion the Shares to be sold by the Selling Stockholder pursuant to the Registration Statement have been duly and validly authorized by the Company and, when acquired by the Selling Stockholder as described in the Registration Statement, will be legally issued, fully paid and nonassessable. We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 of the Registration Statement and to the reference to us in the Prospectus under the caption "Legal Matters". 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/ PAUL M. JOHNSTON -------------------------- Paul M. Johnston Attorney EX-23.2 3 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.2 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 30, 1997, except as to Note 15, which is as of February 19, 1997 appearing on page 24 of Noble Drilling Corporation's Annual Report on Form 10-K for the year ended December 31, 1996. We also consent to the reference to us under the heading "Experts" in such Prospectus. PRICE WATERHOUSE LLP Houston, Texas December 23, 1997 EX-99.1 4 SHARE APPRECIATION RIGHTS TRUST 1 EXHIBIT 99.1 NOBLE DRILLING INTERNATIONAL INC. - AND - [NOBLE JERSEY TRUSTEE] TRUST DEED OF THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST PRICE WATERHOUSE Southwark Towers 32 London Bridge Street London SE1 9SY 2 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- CONTENTS 1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.1 Specific Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 1.2 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 2. CLAUSE HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3. FUNDING, PURCHASE OF SHARES AND DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3.1 Provision of Cash Contribution by the Participating Subsidiaries . . . . . . . . . . . . . . . . . . . 3 3.2 Covenant to Provide Additional Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 3.3 Use of Cash Contribution for the Acquisition of Shares . . . . . . . . . . . . . . . . . . . . . . . . 3 3.4 Distributions through SAR Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.5 Maintenance of Separate Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 3.6 Dividend Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 4. TRUSTS AT THE EXPIRY OF THE TRUST PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5. APPOINTMENT, RETIREMENT AND REMOVAL OF TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5.1 Statutory Power Vested in Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5.2 Power to Appoint Additional Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5.3 Trustee Resident Outside Jersey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 5.4 Removal and Retirement of Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 6. TRUSTEE CHARGING CLAUSE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7. PROPER LAW FORUM AND PLACE OF ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7.1 Proper Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7.2 Change of Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 7.3 Change of Place of Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 8. RIGHTS OF BENEFICIARIES DURING THE TRUST PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 8.1 No Rights Against Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 8.2 No Contractual Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 8.3 No Right to Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 9. ALTERATIONS TO THIS DEED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 10. EXCLUSION OF COMPANY OR PARTICIPATING SUBSIDIARY AS BENEFICIARY . . . . . . . . . . . . . . . . . . . . . . . 7 11. NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 11.1 Recommendations By Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 11.2 Notice to the Company or Participating Subsidiary . . . . . . . . . . . . . . . . . . . . . . . . . . 7 11.3 Notice to the Trustees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 11.4 Information Provided by the Company or Participating Subsidiaries . . . . . . . . . . . . . . . . . . 8 12. ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 13. PROTECTION OF TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 14. THE POWERS OF THE TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 14.1 TO INVEST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 14.2 TO ENTER INTO AGREEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 14.3 TO VOTE AND EMPLOY NOMINEES AND CUSTODIANS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 14.4 TO CONCUR IN A WINDING UP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 14.5 TO TRANSFER TO THE TRUSTEES OF ANOTHER SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . 10 14.6 TO PAY TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 14.7 TO DEDUCT TAX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 14.8 TO DELEGATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 14.9 PAYMENTS TO BENEFICIARIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 14.10 EXCLUSION OF APPORTIONMENT RULES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- 14.11 PERSONAL INTERESTS OF THE TRUSTEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 a Personal Interests Ignored . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 b Requirement to Declare Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 c No Requirement to Account for Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . 11 d Right to Hold Shares in Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 e Right to Be Employed by Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
4 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- THIS DEED of TRUST is made the day of 1997 BETWEEN 1 NOBLE DRILLING INTERNATIONAL INC., a Delaware corporation, 2 [Name of Trustee] whose registered office is situated at [ ] ("THE TRUSTEES" which expression shall where the context so permits include the trustee or trustees for the time being hereof) and 3. The PARTICIPATING SUBSIDIARIES (as hereinafter defined) named herein. WHEREAS A THE Company is a wholly-owned direct subsidiary of Noble Drilling Corporation, a Delaware corporation ("NOBLE DRILLING"); B THE Company has established the SAR Plan (as hereinafter defined) pursuant to which the Company has awarded to certain employees of the Participating Subsidiaries share appreciation rights, payable by the Participating Subsidiaries, which provide such employees with an incentive compensation opportunity based on appreciation in value of the common stock of Noble Drilling and there are [ ] Outstanding SARs (as hereinafter defined) on the date hereof; C THE Company, Noble Drilling and the Participating Subsidiaries wish to establish a Trust for the purpose of funding, and which will assume, the payment obligations of the Participating Subsidiaries arising upon the exercise from time to time of the outstanding share appreciation rights awarded under the SAR Plan; D THE terms of the said Trust (which are contained in this Deed) have been approved by resolutions of the Directors of each of Noble Drilling, the Company, and the Participating Subsidiaries; E THE Participating Subsidiaries have each paid or are about to pay to the Trustees a cash contribution to be used by the Trustees to acquire Shares (as hereinafter defined), which will be held on the trusts hereof, burdened with the Participating Subsidiaries' Retained Interest (as hereinafter defined) and which will be sold from time to time as and when outstanding share appreciation rights are exercised to fund the payment obligations under the SAR Plan arising upon such exercise. NOW THIS DEED WITNESSES as follows: 1. DEFINITIONS 1.1 SPECIFIC TERMS In this Deed the following expressions shall where the context permits have the following meanings respectively: "BENEFICIARIES" the persons who from time to time are entitled to exercise Outstanding SARs "CASH CONTRIBUTION" an amount in cash contributed by the Participating Subsidiaries to the Trustees pursuant to Clause 3.1, which amount shall be equal to the aggregate Fair Market Value (as defined in the SAR Plan) of [ ] Shares as of the date of such contribution; 1 5 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- "COMPANY" Noble Drilling International Inc. or any company resulting from the merger, consolidation or reorganisation of the Company and if there be more than one such company the company to which the greater portion of the undertaking passes as a result of such merger, consolidation or reorganisation; "OUTSTANDING SARS" share appreciation rights outstanding from time to time under the SAR Plan; "PARTICIPATING SUBSIDIARIES" NEDDRILL NEDERLAND BV, a company incorporated under the laws of the Kingdom of the Netherlands, NEDSTAFF EUROPE LIMITED, a company incorporated under the laws of England and Wales, and NEDSTAFF LIMITED, a company incorporated under the laws of Hong Kong, being the subsidiaries of the Company which have adopted the SAR Plan in accordance with the provisions of the SAR Plan, and any companies resulting from the merger, consolidation or reorganisation of such subsidiaries to which the undertakings of such subsidiaries under the SAR Plan pass as a result of such merger, consolidation or reorganisation; "RETAINED INTEREST" the rights of the Participating Subsidiaries to receive a portion of the proceeds from the sale of the Shares in the Trust Fund, as provided in Clauses 3 and 4; "SAR PLAN" the Noble Drilling International Inc. Share Appreciation Rights Plan established and adopted by the Company effective as of 24 July 1996, in its present form or as from time to time altered in accordance with the provisions of the SAR Plan; "SAR TRUST" the Noble Drilling International Inc. Share Appreciation Rights Trust constituted by this Deed; "SHARES" shares of Common Stock. par value $0.10 per share, of Noble Drilling; "TRUST FUND" the Cash Contribution, the Shares purchased by the Trustees from Noble Drilling with the proceeds of the Cash Contribution, the proceeds from sales by the Trustees of such Shares (other than the amount of such sales proceeds representing the Retained Interest) and all property at any time added thereto by way of further settlement, accumulation, capital accretion, dividend, distribution or otherwise by Noble Drilling, the Company or any Participating Subsidiary and all property from time to time representing the same held by or on behalf of the Trustees upon the trusts hereof; 2 6 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- "TRUST PERIOD" the period beginning with the date hereof and ending on 31 July, 2001 or such shorter period commencing on the date hereof and ending on such date as the Company and the Trustees may by deed determine not being a date earlier than the date of execution of any such deed or later than a date previously specified; "UNEXERCISED SARS" with respect to each Participating Subsidiary, the Outstanding SARs in respect of which such Participating Subsidiary was obligated under the SAR Plan that terminated or expired without being exercised. 1.2 GENERAL In this Deed: a references to any statute or statutory instrument or to any part or parts thereof include any modification, amendment or re-enactment thereof for the time being in force; and b references to any deed, agreement, document or instrument (including this Deed) shall be construed as a reference to such deed, agreement, document or instrument as from time to time amended, supplemented or varied; and c where the context permits words of the masculine gender shall include the feminine and vice versa and words in the singular shall include the plural and vice versa. 2. CLAUSE HEADINGS The Clause headings in this Deed are included for reference purposes only and do not affect its interpretation wherever they may appear. 3. FUNDING, PURCHASE OF SHARES AND DISTRIBUTION 3.1 PROVISION OF CASH CONTRIBUTION BY THE PARTICIPATING SUBSIDIARIES The Participating Subsidiaries shall pay or procure to be paid to the Trustees the Cash Contribution, which shall be made by the Participating Subsidiaries out of their respective funds and pro rata in accordance with their respective payment obligations with respect to the Outstanding SARs. The Trustees hereby covenant to accept from the Participating Subsidiaries the Cash Contribution for the purpose of the acquisition of Shares by the Trustees to be held on the trusts hereof burdened with the Participating Subsidiaries' Retained Interest. 3.2 COVENANT TO PROVIDE ADDITIONAL FUNDS The Participating Subsidiaries shall pay or procure to be paid to the Trustees such additional moneys (if any) as may be necessary to enable the Trustees to meet any expenses incurred by them in connection with the trusts hereof including (but without limitation) any costs, charges, and expenses incurred in the acquisition, holding, or transfer of Shares and any other costs, expenses, and charges including (but without limitation) the payment of stamp or transfer duty or other taxes incurred by the Trustees in the connection with the trusts hereof. 3.3 USE OF CASH CONTRIBUTION FOR THE ACQUISITION OF SHARES On the date of receipt by the Trustees of the Cash Contribution, the Trustees shall apply the Cash Contribution in the acquisition of Shares from Noble Drilling at a per share purchase price equal 3 7 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- to the Fair Market Value (as defined in the SAR Plan) of a Share as of such date. The Company hereby covenants with the Trustees that, on the date of receipt by the Trustees of the Cash Contribution, Noble Drilling will deliver at the principal place of business of the Trustees a certificate or certificates in definitive form representing the Shares purchased by the Trustees with the proceeds of the Cash Contribution, which certificate or certificates will be registered in the name of the Trustees and duly executed by Noble Drilling. The Trustees shall, simultaneously with the delivery of the certificate or certificates representing the Shares purchased by the Trustees, pay Noble Drilling the purchase price for such Shares in cash and assume, by an instrument in writing duly executed by the Trustees (which shall be substantially in the form of Exhibit A hereto), the payment obligations of the Participating Subsidiaries with respect to the Outstanding SARs. 3.4 DISTRIBUTIONS THROUGH SAR PLAN The Trustees agree with the Company and the Participating Subsidiaries that if the Company shall at any time by notice in writing (which notice shall be substantially in the form of Exhibit B hereto) direct the Trustees to sell a number of Shares equal to the number of Shares in respect of which a Beneficiary shall have exercised Outstanding SARs, the Trustees shall (a) as promptly as practicable after receipt of such notice (but in no event later than the close of business on the business day next following the date of receipt by the Trustees of such notice) sell in the open market, out of the Shares in the Trust Fund, the number of Shares as so directed by the Company, and (b) promptly after receipt by the Trustees of the proceeds of such sale, deliver such sales proceeds (net of any applicable expenses of such sale) to the Participating Subsidiary designated in the Company's notice. Such Participating Subsidiary shall act as agent for the Trustees for the purpose of disbursing, and shall disburse, such sales proceeds received by it from the Trustees, as follows: (i) the Participating Subsidiary shall deduct from the sales proceeds an amount sufficient to satisfy all applicable national, local and other withholding tax and social security contribution requirements with respect to such exercise by the Beneficiary of the Outstanding SARs; (ii) the Participating Subsidiary shall pay to such Beneficiary the amount such Beneficiary is entitled to receive from the Participating Subsidiary under Section 4.4 of the SAR Plan upon exercise of such Outstanding SARs (less the amount specified in paragraph (i) above); (iii) after providing for the payments specified in paragraphs (i) and (ii) above, the Participating Subsidiary shall retain for itself the balance of such sales proceeds; PROVIDED, however, that in no event shall the Participating Subsidiary retain more than an amount equal to A multiplied by B, where "A" is equal to the award price of such Outstanding SARs and "B" is equal to the number of Shares in respect of which such Beneficiary exercised the Outstanding SARs (such retained amount representing the Participating Subsidiary's Retained Interest); and (iv) any sales proceeds remaining after application of the proceeds as specified in paragraphs (i), (ii) and (iii) above shall be returned by the Participating Subsidiary to the Trustees to be held upon the trusts hereof. 3.5 MAINTENANCE OF SEPARATE ACCOUNTS The Trustees further covenant that wherever possible, they will apply moneys received from any Participating Subsidiary upon the trusts set out herein and that wherever possible they will keep separate accounts in relation to moneys so received. 3.6 DIVIDEND WAIVER The Trustees shall waive their entitlement to cash dividends in respect of any Shares which they hold. 4. TRUSTS AT THE EXPIRY OF THE TRUST PERIOD Subject to the provisions of Clause 3, upon expiration of the Trust Period, any Shares, moneys or other property then remaining in the Trust Fund shall be dealt with and distributed as follows: 4 8 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- a as promptly as practicable after the expiration of the Trust Period, the Trustees shall sell in the open market any and all shares then remaining in the Trust Fund; b promptly after receipt by the Trustees of the proceeds of the sale or sales of such Shares (or if there were no Shares remaining in the Trust Fund upon expiration of the Trust Period, then promptly following the expiration of the Trust Period), the Trustees shall deliver to the Company (i) the proceeds of the sale or sales of such Shares (net of any applicable expenses of such sale or sales) ("THE SALE PROCEEDS") and (ii) all other moneys and property then remaining in the Trust Fund; c the Company shall distribute to each Participating Subsidiary, out of the Sale Proceeds, if any, an amount equal to A multiplied by B, where "A" is equal to the award price of such Participating Subsidiary's Unexercised SARs, if any, and "B" is equal to the number of Shares covered by such Participating Subsidiary's Unexercised SARs; PROVIDED, however, that if the Sale Proceeds available for distribution to the Participating Subsidiaries shall be insufficient to permit the distribution in full of the amounts receivable as aforesaid by the Participating Subsidiaries, then the Sale Proceeds shall be distributed rateably among them in proportion to the amounts which each would have been entitled to receive if the Sale Proceeds were sufficient to permit distribution in full as aforesaid (the amount so distributed to a Participating Subsidiary representing such Participating Subsidiary's Retained Interest); d after providing for any distribution required pursuant to paragraph (c) above, the Company shall then (i) distribute any remaining Sale Proceeds to the Participating Subsidiaries who received a distribution pursuant to paragraph (c) above in proportion to the amounts received by them pursuant to paragraph (c) and (ii) distribute the remainder of the SAR Trust assets received by the Company from the Trustees pursuant to paragraph (b)(ii) above rateably among all the Participating Subsidiaries in proportion to the amount of the Cash Contribution made by them); and e the Participating Subsidiaries shall hold the SAR Trust assets distributed to them pursuant to sub-paragraphs (d)(i) and (ii) above UPON TRUST to pay their respective employees or any of such employees additional compensation for services rendered and/or to make charitable contributions, as each such Participating Subsidiary shall determine and all such payments shall be made before the eightieth anniversary of the date hereof. 5. APPOINTMENT, RETIREMENT AND REMOVAL OF TRUSTEES 5.1 STATUTORY POWER VESTED IN COMPANY The statutory power of appointing new and additional trustees shall be vested in the Company. 5.2 POWER TO APPOINT ADDITIONAL TRUSTEES In addition to the said statutory power the Company shall have power at any time by deed to appoint any person to be an additional trustee hereof notwithstanding that the effect of such appointment would be to increase the number of trustees hereof beyond four. 5.3 TRUSTEE RESIDENT OUTSIDE JERSEY A person or trust corporation may be appointed as a trustee hereof notwithstanding that such person or trust corporation is not resident in the Island of Jersey and remaining out of the Island of Jersey for more than twelve months shall not be a ground for the removal of a trustee. 5.4 REMOVAL AND RETIREMENT OF TRUSTEES The Company may at any time by deed remove any trustee and any trustee may at any time by giving not less than thirty days' notice in writing to the Company retire from the trusts hereof and so that after such removal or retirement a sole trustee (whether or not a trust corporation) may continue to act as a trustee in all respects but so that if after such removal or retirement there shall 5 9 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- be no continuing trustee the Company shall forthwith appoint a new trustee in place of such removed or retired trustee. 6. TRUSTEE CHARGING CLAUSE Any Trustee shall be entitled in addition to reimbursement of its proper expenses to remuneration for its services in accordance with such terms and conditions as may from time to time be agreed between such trustee and the Company or such other person or persons by whom the power of appointing new trustees is for the time being exercisable. 7. PROPER LAW FORUM AND PLACE OF ADMINISTRATION 7.1 PROPER LAW The proper law hereof shall be that of England and Wales and all rights hereunder and the construction and effect of this Deed shall be subject to the jurisdiction of the courts of England and Wales. 7.2 CHANGE OF GOVERNING LAW Notwithstanding the provisions of Clause 7.1, the Company and the Trustees may at any time during the Trust Period declare by deed that the trusts, powers and provisions hereof shall from the date of such declaration take effect (with such modifications as shall be specified in such deed) in accordance with the law of such other territory as shall be therein specified and as from the date of such declaration the law of such other territory shall be the law applicable hereto and the courts in such territory shall have jurisdiction but subject to the powers conferred by this clause and until any further declaration is made hereunder PROVIDED THAT the foregoing power shall not be exercisable in any manner which might directly or indirectly cause this Deed under the law applicable thereto to become illegal, void or voidable or which may in any way alter the beneficial interests hereunder. 7.3 CHANGE OF PLACE OF ADMINISTRATION Notwithstanding the provisions of Clause 7.1, the Trustees shall [in the first instance carry on the general administration of the SAR Trust in Jersey but they shall have power to change the place where the general administration is carried out to any other territory in the world whether or not the law of such territory is for the time being the proper law applicable hereto or the courts of such territory have jurisdiction and whether or not the Trustees or any of them are for the time being resident or domiciled in or otherwise connected with such territory. 8. RIGHTS OF BENEFICIARIES DURING THE TRUST PERIOD 8.1 NO RIGHTS AGAINST TRUSTEES No Beneficiary shall have any claim, right or entitlement whatever to any part of the Trust Fund or the income thereof except in so far as herein expressly provided or as the same may arise by virtue of the exercise of any power of appointment herein contained. 8.2 NO CONTRACTUAL RIGHTS The benefits which may from time to time be provided under this SAR Trust shall not form part of any contract of employment between the Company or any Participating Subsidiary and any of their respective employees and shall not confer on any employee any legal or equitable rights against his employer either directly or indirectly nor give rise to any cause of action in law against his employer. 6 10 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- 8.3 NO RIGHT TO COMPENSATION Any employee who leaves the employment of the Company or of any Participating Subsidiary shall not be entitled to any compensation for or by reference to any loss of any right or benefit or prospective right or benefit under this SAR Trust which he might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise. 9. ALTERATIONS TO THIS DEED The Trustees may at any time (with the consent of the Company) by deed alter or add to all or any of the provisions hereof in any respect provided that no such alteration or addition to any of the provisions of this Deed shall be effective if as a result: a the Company (or any of the Participating Subsidiaries) could be a Beneficiary hereunder; or b the Trust Period would extend beyond the period of eighty years from the date of this Deed; or c the rights of any Beneficiary accrued before the date of such alteration or addition would be adversely altered or affected (unless such Beneficiary had previously consented in writing thereto); or d any prior payment or application of either the capital or income of the Trust Fund would be invalidated or any part thereof to which any person has previously become absolutely and indefeasibly entitled would be affected; or e the restrictions contained in Clause 10 would be removed or altered; or f any of the restrictions contained in this proviso would be removed or altered. 10. EXCLUSION OF COMPANY OR PARTICIPATING SUBSIDIARY AS BENEFICIARY Notwithstanding anything in this Deed no discretion or power by this Deed or by law conferred on the Trustees or any other person shall at any time or in any circumstances whatsoever be exercisable in any manner which may benefit the Company or any Participating Subsidiary and no provision in this Deed shall at any time or in any circumstances whatsoever operate directly or indirectly so as to cause or permit the Trust Fund or any part thereof or the income thereof to become in any way payable to or applicable for the benefit of the Company or any Participating Subsidiary. 11. NOTICE 11.1 RECOMMENDATIONS BY COMPANY In the exercise of the powers and discretion's hereby or by law conferred on them the Trustees may consider any written recommendations made to them by the Company but the Company shall have no power to direct the Trustees to comply with such recommendations. 11.2 NOTICE TO THE COMPANY OR PARTICIPATING SUBSIDIARY Any notice required or permitted to be given hereunder by the Trustees to the Company or any Participating Subsidiary may be served at the principal executive offices of the Company or such Participating Subsidiary, as the case may be, or such other address as the case may from time to time be notified in writing to the Trustees by the Company or such Participating Subsidiary. 7 11 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- 11.3 NOTICE TO THE TRUSTEES Any notice required or permitted to be given hereunder by the Company or a Participating Subsidiary to the Trustees shall be valid if it is signed by the President or any Vice-President of the Company or such Participating Subsidiary. 11.4 INFORMATION PROVIDED BY THE COMPANY OR PARTICIPATING SUBSIDIARIES The Trustees shall be entitled in the absence of manifest error to rely without further enquiry on information and advice necessary to enable them to fulfil their duties and obligations hereunder and to exercise their rights in connection with the implementation and operation of the SAR Trust supplied to them by the Company or any of the Participating Subsidiaries for the purposes hereof including (but without prejudice to the generality of the foregoing) information as to whether any individual is or is not a Beneficiary and the Trustees shall also be entitled to rely in the absence of manifest error on any direction, notice, consent or document purporting to be given or executed by or with the authority of the Company or any Participating Subsidiary or Beneficiary as having been so given or executed. 12. ACCOUNTS The Trustees shall supply the Company with accounts (which need not be audited unless an audit is necessary or it is reasonable for the Company to require one) in relation to the Trust Fund and the income thereof and all other information in relation to the Trust Fund and the income thereof that the Company may reasonably require. 13. PROTECTION OF TRUSTEES a No individual or corporate trustee shall be liable for any loss or damage which may occur to the Trust Fund or the income thereof arising from any proper investment, waiver or purchase made by him in good faith or for the negligence or fraud of any agent employed by him or by any other trustee although his employment was not strictly necessary or expedient or by reason of any mistake or omission made in good faith by any trustee. b Neither the Trustees nor any individual trustee nor any director or other officer of a corporation acting as a Trustee shall be under any obligation to i become directors or officers or interfere in the management or affairs of any company any of the shares or stocks of which are for the time being comprised in the Trust Fund or any company associated with such company notwithstanding that the Trustees may have (whether directly or indirectly) a substantial holding in or control of any such company; or ii seek information about the affairs of any such company but may leave the conduct of the affairs of any such company to its directors or other person managing the company (so long as they have no actual notice of any act of dishonesty on the part of such directors or others in connection with the management of the company). c The Company and where appropriate the Participating Subsidiaries shall pay to or reimburse the Trustees upon demand all charges and expenses reasonably incurred by them in the course of the administration, operation and termination of this SAR Trust and shall keep the Trustees fully indemnified and saved harmless against all actions, claims, losses, demands, proceedings, charges, expenses, costs, damages, taxes, duties and other liabilities arising out of anything done or caused to be done by them or suffered or incurred by them in the exercise or purported exercise of any of the powers and trusts vested in them by this Deed or otherwise howsoever arising out of or in connection with the preparation, administration, operation or termination of this SAR Trust but so that no Trustee shall be indemnified or exonerated in respect of any fraud or wilful misconduct on his part and in addition the Trustees shall have the benefit of all indemnities conferred upon trustees generally by law and by the Trustee Act 1925. 8 12 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- 14. THE POWERS OF THE TRUSTEES 14.1 TO INVEST The Trustees shall have power, subject to the express provisions hereof a to invest trust moneys forming part of the Trust Fund in the acquisition (either by the Trustees alone or by them jointly with any other person or persons or body of trustees), purchase or otherwise or upon the security of such property of whatsoever nature and wheresoever situate and whether or not involving liability or producing an income or upon such personal credit (with or without security) as the Trustees shall in their absolute discretion think fit to the intent that the Trustees shall have the same full and unrestricted powers of investment in all respects as if they were the absolute owners of the Trust Fund beneficially entitled thereto; and b to invest the whole or any part of the Trust Fund in Shares without being required to diversify or consider the diversification of investments. 14.2 TO ENTER INTO AGREEMENTS The Trustees shall have power to enter into any agreement with the Company or any associated company or any third party not connected therewith. 14.3 TO VOTE AND EMPLOY NOMINEES AND CUSTODIANS In respect of any property comprised in the Trust Fund the Trustees shall have power: a to vote upon or in respect of any shares, securities, bonds, notes or other evidence of interest in or obligation of any company, trust, association, or concern whether or not affecting the security or the apparent security of the Trust Fund or the purchase sale or lease of the assets of any such company, trust, association or concern; and b to deposit any such shares, securities or property in any voting trust or with any depository designated under such a voting trust; and c to give proxies or powers of attorney with or without power of substitution for voting or acting on behalf of the Trustees as the owners of any such property; d to hold any or all securities or other property in bearer form or in the names of the Trustees or any one or more of them or in the name of some other person or partnership or in the name or names of nominees without disclosing the fiduciary relationship created hereby and to deposit the said securities or any title deeds or other documents belonging or relating to the Trust Fund in any part of the world with any bank, firm, trust company or other company that undertakes the safe custody of securities as part of its business without being responsible for the default of such bank, firm, trust company or other company or for any consequent loss. 14.4 TO CONCUR IN A WINDING UP The Trustees shall have power to procure or concur in the winding up and the distribution in specie of the assets of any company or to agree to any scheme for the amalgamation or reconstruction of any company of which any shares or other securities are for the time being subject to the trusts hereof or which is controlled by a company of which any shares or other securities are for the time being subject to the trusts hereof or to any other scheme or modification of rights relating to such company. 14.5 TO TRANSFER TO THE TRUSTEES OF ANOTHER SETTLEMENT The Trustees shall have power to transfer (without transgressing the rules against perpetuities) the Trust Fund or any part thereof to the trustees of a new trust or settlement constituted under the law of a state or country wheresoever situate to be held freed and discharged from the trusts hereof but so that the trusts and powers of such new trust or settlement shall not differ from the trusts and powers declared in this Deed previously applicable to the Trust Fund or part thereof transferred as aforesaid. 9 13 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- 14.6 TO PAY TAX The Trustees shall have power: a to pay any duties or taxes or other fiscal impositions (together with any related interest or penalties or other surcharges) in connection with the trusts hereof for which the Trustees may become liable in any part of the world notwithstanding that such liability as aforesaid may not be enforceable through the courts of the place where the trusts declared in this Deed are for the time being administered and to have complete discretion as to the time and manner in which such duties taxes and fiscal impositions shall be paid and no person interested under this Trust shall be entitled to make any claim whatsoever against the Trustees by reason of their making such payment; and b to apply the Trust Fund or any part of it or the whole or any part of the income of the Trust Fund in paying any stamp duty or stamp duty reserve tax payable in respect of any transfer of or agreement to transfer Shares. 14.7 TO DEDUCT TAX The Trustees shall have power: a to deduct or withhold from the sums of money paid or credited to the Trustees by the Company or any Participating Subsidiary or from or in respect of amounts paid or property transferred by the Trustees to the Company or to any of the Participating Subsidiaries or Beneficiaries any amounts for which the Trustees may as trustees be accountable to any third party; and b to arrange for the Company or any Participating Subsidiary (as the case may be) to account to any tax authority concerned for any amounts deducted or withheld from the sums of money paid or credited to the Trustees or any Participating Subsidiary or from or in respect of any amounts paid or property transferred by the Trustees to any of the Beneficiaries in respect of income tax or any other deductions or withholdings required by law. 14.8 TO DELEGATE The Trustees shall have power: a to delegate in the exercise of their discretion and the performance of their duties hereunder the administrative and management functions and powers (including investment powers) to any registrar, solicitor, broker, actuary, accountant, banker or other adviser and appoint any such person as their agent to transact all or any business and to act on the advice or opinion of any solicitor, broker, actuary, accountant or other professional person so that the Trustees shall not be responsible for anything done or omitted to be done or suffered to be done in good faith in reliance on such advice or opinion; and b to delegate any of their powers (including fiduciary powers) and duties hereunder or any business including the exercise of any discretion to any person or company PROVIDED THAT such delegation or arrangement may be revoked at any time and the Trustees may then require any property forming part of the Trust Fund to be held by another person or returned to the Trustees. 14.9 PAYMENTS TO BENEFICIARIES The Trustees shall have power, subject to the express provisions hereof, including without limitation Clause 3.4: a to pay any payment to be made to any Beneficiary into such Beneficiary's bank account and the Trustees shall be discharged from obtaining a receipt or seeing to the application of such payment; and 10 14 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- b to pay or transfer any sum of money whether income or capital intended to be paid to or applied for the benefit generally of any minor to his or her parent or guardian whose receipt shall be a good discharge to the Trustees. 14.10 EXCLUSION OF APPORTIONMENT RULES The statutory and equitable rules of apportionment shall not apply hereto and the Trustees shall be permitted to treat all dividends and other payments in the nature of income received by them as income at the date of receipt irrespective of the period for which the dividend or other income is payable. 14.11 PERSONAL INTERESTS OF THE TRUSTEES a PERSONAL INTERESTS IGNORED Subject to paragraph b below, no decision of or exercise of a power by the Trustees shall be invalidated or questioned on the grounds that the Trustees, or any individual Trustee, or any director or other officer of a corporation acting as a Trustee, had a direct or personal interest in the result of any decision or in the exercising of any power and any such person may vote in respect thereof and be taken into account for the purposes of a quorum notwithstanding his interest b REQUIREMENT TO DECLARE INTEREST If the interest of the Trustee or other person concerned for the purposes of paragraph a above is such that: i it arises otherwise than solely because the Trustee or other person concerned is a Beneficiary or a director or other officer or shareholder of the Company or any of its Participating Subsidiaries; and ii it is material; and iii the other Trustees (or if a corporation is the sole Trustee the other directors of the sole Trustee) are not aware of the interest then the nature of the interest must have been declared at the meeting of the Trustees (or if a corporation is the sole Trustee at the meeting of the board of directors of the sole Trustee) at which the item of business to which the interest relates was discussed or if the Trustee or other person concerned was not present at such meeting at the next meeting of the Trustees (or next meeting of the board of directors of the corporation being the sole Trustee as appropriate) at which he was present. c NO REQUIREMENT TO ACCOUNT FOR BENEFITS A Trustee (or director or other officer of a corporate Trustee) who is or becomes a Beneficiary may retain all benefits to which he becomes entitled under this Trust and shall not be liable to account for any such benefit. d RIGHT TO HOLD SHARES IN COMPANY No Trustee, or any director or other officer of a corporate Trustee, shall be precluded from acquiring, holding or dealing with any debentures, debenture stock, shares or securities whatsoever of Noble Drilling or from entering into any contract or other transaction with Noble Drilling, the Company or any Participating Subsidiary or being interested in any such contract or transaction and no Trustee, or director or other officer of a corporate Trustee shall be in any manner whatsoever liable to account to Noble Drilling, the Company or any 11 15 THE NOBLE DRILLING INTERNATIONAL INC. SHARE APPRECIATION RIGHTS TRUST DRAFT 2 - -------------------------------------------------------------------------------- Participating Subsidiary or the Beneficiaries for any profits made or benefits obtained by him or it thereby or in connection therewith. e RIGHT TO BE EMPLOYED BY COMPANY Any of the Trustees, or any employee, director or officer of a corporate Trustee, may be employed and remunerated as a director or other officer or employee or as agent or adviser of any corporation, body or firm in any way connected with the Trust Fund and may keep as his property (and without being liable to account therefor) any remuneration, fees or profits received by him in any such capacity notwithstanding that his situation or office may have been obtained, held or retained by means or by reason of his position as one of the Trustees or as an employee director or officer of a corporate Trustee. IN WITNESS whereof this document has been executed and delivered as a deed the day and year first above written [Insert formula for execution of the document as a binding commitment of the Company and the Participating Subsidiaries.] THE COMMON SEAL ) OF the [Trustee] ) was hereunto affixed ) in the presence of ) Director Secretary 12 -----END PRIVACY-ENHANCED MESSAGE-----