-----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, D23aRP1VE9Pq/TAePAg9fLGUJOOtOx1GtesR3BQDL30t1WP+6qFcbqFAAdlv4ZLf kBymFjgLjRMvhYPjeVHsuw== 0000950129-05-006021.txt : 20050611 0000950129-05-006021.hdr.sgml : 20050611 20050607165337 ACCESSION NUMBER: 0000950129-05-006021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050607 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050607 DATE AS OF CHANGE: 20050607 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DIAMOND OFFSHORE DRILLING INC CENTRAL INDEX KEY: 0000949039 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 760321760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13926 FILM NUMBER: 05883290 BUSINESS ADDRESS: STREET 1: 15415 KATY FREEWAY CITY: HOUSTON STATE: TX ZIP: 77094 BUSINESS PHONE: 7134925300 MAIL ADDRESS: STREET 1: 15415 KATY FREEWAY CITY: HOUSTON STATE: TX ZIP: 77094 8-K 1 h26094e8vk.txt DIAMOND OFFSHORE DRILLING, INC. - JUNE 7, 2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): JUNE 7, 2005 ------------------------------- DIAMOND OFFSHORE DRILLING, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 1-13926 76-0321760 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) 15415 KATY FREEWAY HOUSTON, TEXAS 77094 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices and Zip Code) Registrant's telephone number, including area code: (281) 492-5300 ----------------------------- NOT APPLICABLE - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate line below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act - ----- (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act - ----- (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the - ----- Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the - ----- Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. OTHER EVENTS On June 7, 2005, Diamond Offshore Drilling, Inc. (the "Company") issued a press release announcing the results of the Company's offer to purchase its Zero Coupon Convertible Debentures due 2020 (the "Securities"). The holders' option to surrender their Securities for purchase expired at 5:00 p.m., New York City time, on June 6, 2005. The Company has been advised by the paying agent, JPMorgan Chase Bank, N.A., that $774,110,000 in aggregate principal amount at maturity of the Securities were validly surrendered for purchase and not withdrawn. The Company has purchased all of such Securities. The purchase price for the Securities was $594.25 per $1,000 principal amount at maturity. The aggregate purchase price for all of the Securities validly surrendered for purchase and not withdrawn was $460,014,867.50, which Diamond Offshore funded with cash on hand. After the purchase of such Securities, Securities with an aggregate principal amount at maturity of $30,890,000 remain outstanding. Filed herewith is a copy of such press release. Statements in this report may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements may include, without limitation, statements which project, indicate or imply future results and may contain words like "expect," "intend," "plan," "will," "estimated" and "budgeted," among others. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those anticipated or projected. These factors include, among others, general economic and business conditions, changes in oil and natural gas prices, casualty losses, industry fleet capacity, changes in foreign and domestic oil and gas exploration and production activity, competition, changes in foreign, political, social and economic conditions, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond the Company's control. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this report. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based. A further discussion of the risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports and other filings with the Securities and Exchange Commission. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit number Description -------------- ----------- 99.1 Press release of June 7, 2005 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DIAMOND OFFSHORE DRILLING, INC. By: /s/ William C. Long --------------------------------------- William C. Long Vice President, General Counsel and Secretary Dated: June 7, 2005 3 EXHIBIT INDEX Exhibit number Description - -------------- ----------- 99.1 Press release of June 7, 2005 EX-99.1 2 h26094exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT: LES VAN DYKE DIRECTOR, INVESTOR RELATIONS (281) 492-5370 DIAMOND OFFSHORE DRILLING, INC. ANNOUNCES RESULTS OF OFFER TO PURCHASE DEBENTURES DUE 2020 Houston, TX--June 7, 2005--Diamond Offshore Drilling, Inc. (NYSE: DO) today announced the results of its offer to purchase its Zero Coupon Convertible Debentures due 2020 (the "Securities"). The holders' option to surrender their Securities for purchase expired at 5:00 p.m., New York City time, on June 6, 2005. Diamond Offshore has been advised by the paying agent, JPMorgan Chase Bank, N.A., that $774,110,000 in aggregate principal amount at maturity of the Securities, which represents over 96% of the outstanding Securities, were validly surrendered for purchase and not withdrawn. Diamond Offshore has purchased all of such Securities. The purchase price for the Securities was $594.25 per $1,000 principal amount at maturity. The aggregate purchase price for all of the Securities validly surrendered for purchase and not withdrawn was $460,014,867.50, which Diamond Offshore funded with cash on hand. Diamond Offshore provides contract drilling services to the energy industry around the globe and is a leader in deepwater drilling. The Company's fleet of 45 offshore drilling rigs consists of 30 semisubmersibles, 14 jack-ups and one drillship. Statements in this press release may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are inherently subject to a variety of risks and uncertainties that could cause actual results to differ materially from those anticipated or projected. A discussion of risk factors that could impact these areas and the Company's overall business and financial performance can be found in the Company's reports and other filings with the Securities and Exchange Commission. These factors include, among others, general economic and business conditions, casualty losses, industry fleet capacity, changes in foreign and domestic oil and gas exploration and production activity, competition, changes in foreign, political, social and economic conditions, regulatory initiatives and compliance with governmental regulations, customer preferences and various other matters, many of which are beyond the Company's control. Given these concerns, investors and analysts should not place undue reliance on forward-looking statements. Each forward-looking statement speaks only as of the date of this press release. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based. The safe harbor for forward-looking statements, however, does not apply to forward-looking statements made in connection with a tender offer, including Securities holders' right to surrender Securities for purchase. -----END PRIVACY-ENHANCED MESSAGE-----