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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): March 12, 2003
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
CAYMAN ISLANDS 0-13857 98-0366361
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) file number) 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
On March 12, 2003, Noble Corporation, a Cayman Islands exempted company
limited by shares (the "Company"), and UMB Bank, N.A., as Rights Agent (the
"Rights Agent"), entered into the First Amendment to Rights Agreement (the
"Amendment"). The Amendment amends the Rights Agreement, dated as of March 13,
2002, between the Company and the Rights Agent (the "Rights Agreement"), to
increase from 15% to 25% the maximum percentage of the outstanding Ordinary
Shares, par value US$.10, of the Company that any Person, and such Person's
Affiliates and Associates (as such terms are defined in the Rights Agreement),
could beneficially own without causing the Rights to become exercisable. The
Amendment does not constitute approval of the Board of Directors of the Company
under Articles 62 or 63 of the Company's Articles of Association of the
acquisition by any person or group of persons of the Company's Ordinary Shares.
A copy of the Amendment is filed as an Exhibit to this Form 8-K and incorporated
herein by reference. The foregoing description of the Amendment is qualified in
its entirety by reference to the Rights Agreement and the Amendment.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Rights Agreement between Noble Corporation and UMB Bank, N.A.,
as Rights Agent, which includes the Form of Right Certificate
as Exhibit B thereto (incorporated by reference to Exhibit 4.1
of the Registration Statement of Noble Corporation on Form
S-4, Registration No. 333-84278)
4.2 First Amendment to Rights Agreement between Noble Corporation
and UMB Bank, N.A., as Rights Agent, dated as of March 12,
2003
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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, thereunto duly authorized.
NOBLE CORPORATION
Date: March 14, 2003 By: /s/ JULIE J. ROBERTSON
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Julie J. Robertson
Senior Vice President - Administration
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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4.1 Rights Agreement between Noble Corporation and UMB Bank, N.A.,
as Rights Agent, which includes the Form of Right Certificate
as Exhibit B thereto (incorporated by reference to Exhibit 4.1
of the Registration Statement of Noble Corporation on Form
S-4, Registration No. 333-84278)
4.2 First Amendment to Rights Agreement between Noble Corporation
and UMB Bank, N.A., as Rights Agent, dated as of March 12,
2003
4