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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): April 25, 2002
NOBLE DRILLING CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 0-13857 73-0374541
(State of incorporation) (Commission file number) (I.R.S. employer identification number)
13135 SOUTH DAIRY ASHFORD, SUITE 800
SUGAR LAND, TEXAS 77478
(Address of principal executive offices) (Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 276-6100
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ITEM 5. OTHER EVENTS.
The Registrant announced today that its stockholders overwhelmingly
approved a corporate restructuring that will result in the Registrant
effectively changing its place of incorporation from Delaware to the Cayman
Islands. Of the 132,135,326 shares outstanding and entitled to vote at today's
2002 annual meeting of stockholders, 110,590,032 shares were voted on the
corporate restructuring. The proposal to adopt the corporate restructuring
passed with 106,694,424 shares voted in favor of the proposal (representing
96.4% of the shares voted on the proposal).
The restructuring will be accomplished by the merger of an indirect
subsidiary of Noble Corporation, a newly-formed Cayman Islands company, with and
into the Registrant. As a result of the merger, Noble Corporation will become
the parent holding company of the Registrant and the other companies in the
Noble corporate group, and the stockholders of the Registrant will have their
shares of common stock of the Registrant exchanged for ordinary shares of Noble
Corporation. The merger is scheduled to become effective after the close of
business on April 30, 2002. After completion of the merger, Noble Corporation
and the Noble corporate group will continue to conduct the businesses now
conducted by the Noble corporate group, and the ordinary shares of Noble
Corporation will be listed and traded on the New York Stock Exchange under the
symbol "NE," the same symbol under which the stock of the Registrant is now
listed.
Attached hereto as Exhibit 99.1 is a press release issued by the
Registrant on April 25, 2002, which press release is hereby incorporated herein
by reference.
The press release contains forward-looking statements about the
Registrant's business, financial condition and prospects, including statements
regarding the consummation of the restructuring, its effect on future financial
results, the expected completion of the restructuring, the expected benefits of
the restructuring and the tax treatment of the restructuring. The Registrant's
actual results or performance could differ materially from those indicated by
the forward-looking statements because of various risks and uncertainties,
including, without limitation, changes in laws, regulations or treaties or the
interpretation thereof, disagreements by the authorities enforcing such laws,
regulations or treaties with the Registrant's interpretation thereof, volatility
in crude oil and natural gas prices, the discovery of significant additional oil
and/or gas reserves or the construction of significant oil and/or gas delivery
or storage systems that impact regional or worldwide energy markets, potential
deterioration in the demand for the drilling services of the Registrant and
resulting declining dayrates, changes in our customers' drilling programs or
budgets, the cancellation by customers of the Registrant of drilling contracts
or letter agreements or letters of intent for drilling contracts or their
exercise of early termination provisions generally found in the Registrant's
drilling contracts, intense competition in the drilling industry, changes in oil
and gas drilling technology or in our competitors' drilling rig fleets that
could make our drilling rigs less competitive or require major capital
investment to keep them competitive, political and economic conditions in the
United States and in international markets where the Registrant operates, acts
of war or terrorism and the aftermath of the September 11, 2001 terrorist
attacks on the United States, cost overruns or delays on shipyard repair,
maintenance, conversion or upgrade projects, adverse weather (such as
hurricanes) and seas, operational risks (such as blowouts and fires),
limitations on the Registrant's insurance coverage, and requirements and
potential liability imposed by governmental regulation of the
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drilling industry (including environmental regulation). All of the foregoing
risks and uncertainties are beyond the Registrant's ability to control, and in
many cases, the Registrant cannot predict the risks and uncertainties that could
cause its actual results and performance to differ materially from those
indicated by the forward-looking statements. When used in the press release, the
words "believes", "anticipates", "expects", "plans" and similar expressions as
they relate to the Registrant or its management are intended to identify
forward-looking statements.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 99.1 Noble Drilling Corporation Press Release
dated April 25, 2002, announcing stockholder
approval of corporate restructuring.
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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.
NOBLE DRILLING CORPORATION
Date: April 25, 2002 By: /s/ Robert D. Campbell
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Robert D. Campbell,
President
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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99.1 Noble Drilling Corporation Press Release dated
April 25, 2002, announcing stockholder approval of
corporate restructuring.
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