UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM TO
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COMMISSION FILE NUMBER: 0-13857
NOBLE CORPORATION
(Exact name of registrant as specified in its charter)
CAYMAN ISLANDS 98-0366361
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(State or other jurisdiction of incorporation or organization) (I.R.S. employer identification number)
13135 SOUTH DAIRY ASHFORD, SUITE 800, SUGAR LAND, TEXAS 77478
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(Address of principal executive offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 276-6100
Securities registered pursuant to Section 12(b) of the Act:
ORDINARY SHARES, PAR VALUE $.10 PER SHARE NEW YORK STOCK EXCHANGE
PREFERRED SHARE PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
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Title of each class Name of each exchange on which registered
Securities registered pursuant to Section 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
Aggregate market value of Common Stock of Noble Drilling Corporation
held by nonaffiliates as of January 31, 2002: $4,200,000,000
Number of shares of Common Stock of Noble Drilling Corporation
outstanding as of January 31, 2001: 132,083,096
DOCUMENTS INCORPORATED BY REFERENCE
Listed below are documents parts of which are incorporated herein by
reference and the part of this report into which the document is incorporated:
(1) Proxy statement for the 2002 annual meeting of stockholders of
Noble Drilling Corporation - Part III
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EXPLANATORY NOTE
This Amendment No. 1 to Annual Report on Form 10-K is being filed by
Noble Corporation, a Cayman Islands exempted company limited by shares
("Noble-Cayman"), as successor issuer to Noble Drilling Corporation, a Delaware
corporation ("Noble-Delaware"), pursuant to Rule 15d-5 promulgated under the
United States Securities Exchange Act of 1934. Pursuant to a corporate
reorganization (the "Reorganization") that became effective on April 30, 2002,
Noble-Delaware became an indirect, wholly owned subsidiary of Noble-Cayman. In
the merger, each person holding shares of Noble-Delaware common stock (and
related preferred stock purchase rights) immediately before the merger received
one ordinary share, par value US$.10 per share ("Ordinary Shares"), of
Noble-Cayman (and related preferred share purchase right) for each share of
Noble-Delaware common stock (and related preferred stock purchase right) held by
such person.
This Amendment No. 1 to Annual Report on Form 10-K for the year ended
December 31, 2001 (the "2001 Form 10-K") is being filed for the following
purposes:
(1) To file the financial statements required by Form 11-K for the
fiscal year ended December 31, 2001 with respect to the Noble
Drilling Corporation 401(k) Savings Plan (formerly the Noble
Drilling Corporation Thrift Plan) as Exhibit 99.1.
(2) To amend Item 14 of the 2001 Form 10-K to reflect the filing
herewith of new Exhibit 99.1. Item 14 is restated as set forth
below.
(3) To restate in its entirety the Index to Exhibits to the 2001 Form
10-K as set forth following the signature page, in order to reflect
the inclusion therein, and the filing herewith, of new Exhibit
99.1.
Pursuant to the Reorganization, Ordinary Shares will henceforth be
issuable under the Noble Drilling Corporation 401(k) Savings Plan in lieu of
common stock of Noble-Delaware, but Noble-Delaware will continue to sponsor the
Plan. The 2001 Form 10-K is not being updated by this Amendment No. 1, except as
specifically enumerated above. All references in this Amendment No. 1 to "the
Registrant" in connection with dates preceding the Reorganization are references
to Noble-Delaware.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
(1) A list of the financial statements filed as a part of this report
is set forth in Item 8 on page 23 of the 2001 Form 10-K and is
incorporated herein by reference.
(2) Financial Statement Schedules:
All schedules are omitted because they are either not applicable or
required information is shown in the financial statements or notes
thereto.
(3) Exhibits:
The information required by this Item 14(a)(3) is set forth in the
Index to Exhibits accompanying this Annual Report on Form 10-K and
is incorporated herein by reference.
(4) Financial Statements required by Form 11-K for the fiscal year
ended December 31, 2001, with respect to the Noble Drilling
Corporation 401(k) Savings Plan are filed as Exhibit 99.1 hereto.
(b) Reports on Form 8-K:
The Registrant furnished a Form 8-K on October 25, 2001, which included
its press release dated October 25, 2001 as Exhibit 99.1, announcing
financial results for the quarter ended September 30, 2001.
The Registrant furnished a Form 8-K on December 19, 2001, which
included its Fleet Status Update as of December 19, 2001 as Exhibit
99.1.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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: June 26, 2002 By: /s/ ROBERT D. CAMPBELL
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Robert D. Campbell, President
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INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
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2.1 Agreement of Sale and Purchase dated as of April 25, 1996 between the
Registrant and Royal Nedlloyd N.V. and Neddrill Holding B.V. (filed as
Exhibit 2.1 to the Registrant's Registration Statement on Form S-3 (No.
333-2927) and incorporated herein by reference).
3.1 Restated Certificate of Incorporation of the Registrant dated August
29, 1985 (filed as Exhibit 3.7 to the Registrant's Registration
Statement on Form 10 (No. 0-13857) and incorporated herein by
reference).
3.2 Certificate of Amendment of Restated Certificate of Incorporation of
the Registrant dated May 5, 1987 (filed as Exhibit 4.2 to the
Registrant's Registration Statement on Form S-3 (No. 33-67130) and
incorporated herein by reference).
3.3 Certificate of Amendment of Certificate of Incorporation of the
Registrant dated July 31, 1991 (filed as Exhibit 3.16 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1991 and incorporated herein by reference).
3.4 Certificate of Amendment of Certificate of Incorporation of the
Registrant dated September 15, 1994 (filed as Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended March 31, 1995 and incorporated herein by reference).
3.5 Certificate of Designations of Series A Junior Participating Preferred
Stock, par value $1.00 per share, of the Registrant dated as of June
29, 1995 (filed as Exhibit 3.2 to the Registrant's Quarterly Report on
Form 10-Q for the three-month period ended June 30, 1995 and
incorporated herein by reference).
3.6 Certificate of Amendment of Certificate of Designations of Series A
Junior Participating Preferred Stock of Registrant dated September 5,
1997 (filed as Exhibit 3.6 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1997 and incorporated herein by
reference).
3.7 Composite copy of the Bylaws of the Registrant as currently in effect
(filed as Exhibit 3.7 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1998 and incorporated herein by
reference).
4.1 Indenture dated as of March 1, 1999, between Noble Drilling Corporation
and Chase Bank of Texas, National Association, as trustee (filed as
Exhibit 4.1 to the Registrant's Form 8-K dated March 22, 1999 (date of
event: March 1, 1999) and incorporated herein by reference).
4.2 Supplemental Indenture dated as of March 16, 1999, between Noble
Drilling Corporation and Chase Bank of Texas, National Association, as
trustee (filed as Exhibit 4.2 to the Registrant's Form 8-K dated March
22, 1999 (date of event: March 1, 1999) and incorporated herein by
reference).
4.3 Rights Agreement dated as of June 28, 1995 between the Registrant and
Liberty Bank and Trust Company of Oklahoma City, N.A. (filed as Exhibit
4 to the Registrant's Form 8-K dated June 29, 1995 (date of event: June
28, 1995) and incorporated herein by reference).
4.4 Amendment No. 1 to Rights Agreement, dated September 3, 1997, between
Noble Drilling Corporation and Liberty Bank and Trust Company of
Oklahoma City, N.A. (filed as Exhibit 4.2 to the Registrant's Form
8-A/A (Amendment No. 1) dated September 3, 1997 and incorporated herein
by reference).
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4.5+ Amendment No. 2 to Rights Agreement, dated February 5, 2002, between
Noble Drilling Corporation and Bank One Trust Company, N.A., as
successor to Liberty Bank and Trust Company of Oklahoma City, N.A.
4.6+ Consent and Agreement dated December 20, 2001 by and among Noble
Drilling (Paul Romano) Inc., Noble Drilling Corporation and the
Noteholders a party hereto.
4.7 Note Purchase Agreement dated as of September 24, 1998, by and among
Noble Drilling (Paul Romano) Inc. and each of the note purchasers
thereunder. Each note purchaser has entered into a separate Note
Purchase Agreement, which agreements are substantially identical in all
material respects, except for the principal amount of notes to be
purchased. A schedule identifying each of the note purchasers that
entered into a Note Purchase Agreement with Noble Drilling (Paul
Romano) Inc. and the principal amount of notes to be purchased by each
such note purchaser is included as Schedule A to the Note Purchase
Agreement (filed as Exhibit 4.1 to the Registrant's Quarterly Report on
Form 10-Q for the three-month period ended September 30, 1998 and
incorporated herein by reference).
4.8 Trust Indenture and Security Agreement dated as of November 24, 1998,
between Noble Drilling (Paul Romano) Inc. and Chase Bank of Texas,
National Association, as Trustee (filed as Exhibit 4.18 to the
Registrant's Registration Statement on Form S-3 (No. 333-72059) and
incorporated herein by reference).
4.9 First Naval Mortgage covering the Noble Paul Romano dated as of
November 24, 1998, made by Noble Drilling (Paul Romano) Inc. in favor
of Chase Bank of Texas, National Association, as Indenture Trustee
(filed as Exhibit 4.19 to the Registrant's Registration Statement on
Form S-3 (No. 333-72059) and incorporated herein by reference).
4.10 Note Purchase Agreement dated as of July 1, 1998, by and among Noble
Drilling (Paul Wolff) Ltd., Chase Bank of Texas, National Association,
as Trustee, and each of the note purchasers thereunder. Each note
purchaser has entered into a separate Note Purchase Agreement, which
agreements are substantially identical in all material respects, except
for the principal amount of notes purchased. A schedule identifying
each of the note purchasers that entered into a Note Purchase Agreement
with Noble Drilling (Paul Wolff) Ltd. and the principal amount of notes
purchased by each such note purchaser is included in Annex I to the
Note Purchase Agreement (filed as Exhibit 4.4 to the Registrant's
Quarterly Report on Form 10-Q for the three-month period ended
September 30, 1998 and incorporated herein by reference).
4.11 Indenture of First Naval Mortgage, dated as of July 1, 1998, made by
Noble Drilling (Paul Wolff) Ltd. in favor of Chase Bank of Texas,
National Association, as Trustee (filed as Exhibit 4.5 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended September 30, 1998 and incorporated herein by reference).
4.12 Parent Guaranty, dated as of July 1, 1998, by Noble Drilling
Corporation in favor of Chase Bank of Texas, National Association, as
Trustee (filed as Exhibit 4.6 to the Registrant's Quarterly Report on
Form 10-Q for the three-month period ended September 30, 1998 and
incorporated herein by reference).
4.13 Note Purchase Agreement dated as of December 21, 1998, by and among
Noble Drilling (Jim Thompson) Inc., Chase Bank of Texas, National
Association, as Trustee, and each of the note purchasers hereunder.
Each note purchaser has entered into a separate Note Purchase
Agreement, which agreements are substantially identical in all material
respects, except for the principal amount of notes purchased. A
schedule identifying each of the note purchasers that entered into a
Note Purchase Agreement with Noble Drilling (Jim Thompson) Inc. and the
principal amount of notes purchased by each such note purchaser is
included as Annex I to the Note Purchase Agreement (filed as Exhibit
4.24 to the Registrant's Registration Statement on Form S-3 (No.
333-72059) and incorporated herein by reference).
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4.14 Indenture of First Naval Mortgage, dated as of December 21, 1998, made
by Noble Drilling (Jim Thompson) Inc. in favor of Chase Bank of Texas,
National Association, as Trustee (filed as Exhibit 4.25 to the
Registrant's Registration Statement on Form S-3 (No. 333-72059) and
incorporated herein by reference).
4.15 Parent Guaranty, dated as of December 21, 1998, by Noble Drilling
Corporation in favor of Chase Bank of Texas, National Association, as
Trustee (filed as Exhibit 4.26 to the Registrant's Registration
Statement on Form S-3 (No. 333-72059) and incorporated herein by
reference).
4.16 Credit Agreement dated May 30, 2001, among Noble Drilling Corporation,
Christiania Bank og Kreditkasse ASA, New York Branch, as Administrative
Agent, and the lenders named therein (filed as Exhibit 4 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended June 30, 2001 and incorporated herein by reference).
4.17+ Irrevocable Letter of Credit, dated December 20, 2001, by Nordea Bank
Norge ASA, New York Branch, and issued to JP Morgan Chase Bank, as
Trustee of the Trust Indenture and Security Agreement, dated as of
November 24, 1998, between Noble Drilling (Paul Romano) Inc. and the
Trustee, for the benefit of the note holders thereunder.
10.1* Noble Drilling Corporation 1991 Stock Option and Restricted Stock Plan
(filed as Exhibit 4.1 to the Registrant's Registration Statement on
Form S-8 (No. 333-80511) and incorporated herein by reference).
10.2* Noble Drilling Corporation 1992 Nonqualified Stock Option Plan for
Non-Employee Directors (filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (No. 33-62394) and incorporated
herein by reference).
10.3* Amendment No. 1 to the Noble Drilling Corporation 1992 Nonqualified
Stock Option Plan for Non-Employee Directors dated as of July 28, 1994
(filed as Exhibit 10.44 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994 and incorporated herein by
reference).
10.4* Noble Drilling Corporation Equity Compensation Plan for Non-Employee
Directors (filed as Exhibit 10.1 to the Registrant's Quarterly Report
on Form 10-Q for the three-month period ended September 30, 1996 and
incorporated herein by reference).
10.5* Noble Drilling Corporation Short Term Incentive Plan (revised April
2001) (filed as Exhibit 10 to the Registrant's Quarterly Report on Form
10-Q for the three-month period ended September 30, 2001 and
incorporated herein by reference).
10.6* Noble Drilling Corporation Amended and Restated Thrift Restoration Plan
(filed as Exhibit 10.46 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994 and incorporated herein by
reference).
10.7* Amendment No. 1 to the Noble Drilling Corporation Amended and Restated
Thrift Restoration Plan dated January 29, 1998 (filed as Exhibit 10.18
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997 and incorporated herein by reference).
10.8* Noble Drilling Corporation Retirement Restoration Plan dated April 27,
1995 (filed as Exhibit 10.2 to the Registrant's Quarterly Report on
Form 10-Q for the three-month period ended March 31, 1995 and
incorporated herein by reference).
10.9* Amendment No. 1 to the Noble Drilling Corporation Retirement
Restoration Plan dated January 29, 1998 (filed as Exhibit 10.18 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1997 and incorporated herein by reference).
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10.10* Form of Indemnity Agreement entered into between the Registrant and
each of the Registrant's directors and bylaw officers (filed as Exhibit
10.46 to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995 and incorporated herein by reference).
10.11 Guarantee dated August 26, 1994 between the Registrant and Hibernia
Management and Development Company Ltd. (filed as Exhibit 10.45 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1994 and incorporated herein by reference).
10.12* Employment Agreement, dated as of October 22, 1998, by and between
Noble Drilling Corporation and James C. Day (filed as Exhibit 10.1 to
the Registrant's Quarterly Report on Form 10-Q for the three-month
period ended September 30, 1998 and incorporated herein by reference).
10.13* Employment Agreement dated as of October 22, 1998, by and between the
Company and Julie J. Robertson (filed as Exhibit 10.3 to the
Registrant's Quarterly Report on Form 10-Q for the three-month period
ended September 30, 1998 and incorporated herein by reference).
10.14* Employment Agreement dated as of January 1, 1999 by and between Noble
Drilling Corporation and Robert D. Campbell (filed as Exhibit 10.22 to
the Registrant's Annual Report on Form 10-K for the year ended December
31, 1998 and incorporated herein by reference).
10.15* Employment Agreement dated as of October 22, 1998 by and between Noble
Drilling Corporation and Danny W. Adkins (filed as Exhibit 10.21 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
2000 and incorporated herein by reference).
10.16* Employment Agreement dated as of September 1, 2000 by and between Noble
Drilling Corporation and Mark A. Jackson (filed as Exhibit 10.22 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
2000 and incorporated herein by reference).
10.17* Amendment to the Noble Drilling Corporation 1991 Stock Option and
Restricted Stock Plan, dated October 28, 1999 (filed as Exhibit 10.21
to the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999 and incorporated herein by reference).
10.18* Noble Drilling Corporation 401(k) Savings Restoration Plan (filed as
Exhibit 10.1 to the Registrant's Registration Statement on Form S-8
dated January 18, 2001 (No. 333-53912) and incorporated herein by
reference).
21.1+ Subsidiaries of the Registrant.
23.1+ Consent of PricewaterhouseCoopers LLP.
99.1** Financial Statements required by Form 11-K for the fiscal year ended
December 31, 2001 with respect to the Noble Drilling Corporation 401(k)
Savings Plan (including consent of PricewaterhouseCoopers LLP regarding
the incorporation by reference thereof).
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* Management contract or compensatory plan or arrangement required to be
filed as an exhibit hereto.
** Filed with this Amendment No. 1.
+ This exhibit was previously filed as part of, and is hereby
incorporated by reference to the same numbered exhibit filed with, the
Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.
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