-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QfdhZ9ij5ZFH8Lm1xPvXSMXUnMAMg51a+4Cn+VVwHviGBxf9KEFLPZ9E+3XT15P0 5HSlvAvpUhcH5eJ299e6/w== 0000950134-95-001599.txt : 199507170000950134-95-001599.hdr.sgml : 19950717 ACCESSION NUMBER: 0000950134-95-001599 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950714 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: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-59269 FILM NUMBER: 95553936 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 POS AM 1 POST EFFECTIVE AMENDMENT NO.1 TO FORM S-3 1 As filed with the Securities and Exchange Commission on July 14, 1995 Registration No. 33-59269 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------- Copies to: ROBERT D. CAMPBELL WILLIAM P. ROGERS, JR. Thompson & Knight, P.C. Cravath, Swaine & Moore 1700 Pacific Avenue, Suite 3300 Worldwide Plaza Dallas, Texas 75201 825 Eighth Avenue (214) 969-1700 New York, New York 10019 (212) 474-1000 THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT SHALL HEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT OF 1933. ================================================================================ 2 DEREGISTRATION OF SECURITIES On May 12, 1995, Noble Drilling Corporation (the "Company") called for redemption on June 1, 1995 (the "Redemption Date") all shares of its $2.25 Convertible Exchangeable Preferred Stock, par value $1.00 per share (the "$2.25 Preferred Shares"), outstanding at that date at a redemption price of $26.575 per share in cash plus an amount equal to all unpaid dividends accrued thereon from April 1, 1995 through the Redemption Date of $0.38125 per share, for a total redemption price of $26.95625 per share (the "Redemption Price"). Prior to 5:00 p.m., Central Daylight Savings Time, on May 31, 1995 (the "Final Conversion Date"), holders of $2.25 Preferred Shares, as an alternative to redemption, were entitled to convert their $2.25 Preferred Shares into shares of common stock, par value $.10 per share ("Common Stock"), of the Company at a rate of 5.41946 shares of Common Stock per $2.25 Preferred Share. In addition, the Company arranged for Salomon Brothers Inc (the "Purchaser") to purchase, at a flat price of $27.10 per $2.25 Preferred Share, any $2.25 Preferred Shares properly tendered to it prior to 5:00 p.m., Central Daylight Savings Time, on the Final Conversion Date, and to convert such purchased shares into Common Stock. The Company also arranged for the Purchaser to purchase from the Company such number of shares of Common Stock as would have been issuable upon conversion of such of the $2.25 Preferred Shares as were not surrendered for conversion prior to 5:00 p.m., Central Daylight Savings Time, on the Final Conversion Date. Pursuant to Registration Statement on Form S-3 (No. 33-59269) (the "Registration Statement"), which became effective on May 12, 1995, the Company registered the sale from time to time by the Purchaser of a maximum of 11,192,474 shares of Common Stock that could have been acquired by the Purchaser either (i) upon conversion of $2.25 Preferred Shares or (ii) under the standby arrangements described in the Prospectus included in the Registration Statement. Of the 2,065,238 $2.25 Preferred Shares outstanding on May 12, 1995, 2,062,537 shares (including 20,050 shares tendered for sale to the Purchaser) were surrendered for conversion into Common Stock of the Company, and 2,701 shares were redeemed by the Company at the Redemption Price. The Purchaser acquired 108,660 shares of Common Stock upon conversion of $2.25 Preferred Shares and 14,637 shares of Common Stock under its standby arrangements with the Company, aggregating a total of 123,297 shares of Common Stock. The Company has been advised by the Purchaser that the Purchaser has sold all 123,297 shares of Common Stock. Pursuant to the undertakings of the Company set forth in Part II of the Registration Statement, the Company hereby files this Post-Effective Amendment No. 1 to the Registration Statement and respectfully requests deregistration of 11,069,177 shares of Common Stock of the Company covered by the Registration Statement, which represents the number of shares registered pursuant to the Registration Statement, less the 123,297 shares of Common Stock heretofore sold by the Purchaser. 1 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 14th day of July, 1995. NOBLE DRILLING CORPORATION 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 Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.
Signature Title Date --------- ----- ---- /s/ JAMES C. DAY Chairman, President and Chief July 14, 1995 --------------------------------------- Executive Officer and Director James C. Day (Principal Executive Officer) /s/ BYRON L. WELLIVER Senior Vice President--Finance, July 14, 1995 --------------------------------------- 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 Director --------------------------------------- James L. Fishel /s/ JOHNNIE W. HOFFMAN* Director --------------------------------------- Johnnie W. Hoffman /s/ MARC E. LELAND* Director --------------------------------------- Marc E. Leland /s/ JOHN F. SNODGRASS* Director --------------------------------------- John F. Snodgrass /s/ BILL M. THOMPSON* Director --------------------------------------- Bill M. Thompson *By /s/ BYRON L. WELLIVER July 14, 1995 ----------------------------------- Byron L. Welliver Attorney-in-Fact
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