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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1 )*
(Name of Issuer)
Class A Ordinary Shares, par value NOK 10.00 per share
(Title of Class of Securities)
(CUSIP Number)
Robert D. Campbell
Noble Corporation
13135 South Dairy Ashford
Suite 800
Sugar Land, TX 77478
Phone: 281-276-6100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Introductory Note
On March 31, 2006, Noble Corporation, a Cayman Islands exempted company limited by shares (the
“Company”) (and a wholly-owned subsidiary of the Company), submitted acceptance forms to sell all
of the Company’s directly and indirectly owned 21,095,600 Class A Shares and 2,501,374 Class B
Shares (the “Shares”) in Smedvig ASA, a Norway public limited company (the “Issuer”), to SeaDrill
Limited, a Bermuda limited company (“SeaDrill”), pursuant to a mandatory offer (the “Mandatory
Offer”) by SeaDrill. On April 7, 2006, SeaDrill purchased the Shares and the Company received
payment for the Shares. As a result, the Company no longer has any beneficial ownership of any
securities of the Issuer.
This Amendment No. 1 (this “Amendment No. 1”) amends the following items on the Schedule 13D
originally filed by the Company dated December 19, 2005:
Item 3. Source and Amount of Funds or Other Consideration
The Company did not acquire any securities of the Issuer in the transaction reported by this
Amendment No. 1.
Item 4. Purpose of Transaction
As previously reported, the Company entered into a Share Purchase Agreement (the “Share
Purchase Agreement”), dated December 12, 2005, with certain selling shareholders of the Issuer (the
“Sellers”) relating to the Company’s acquisition, directly and indirectly, of the Shares, a copy of
which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 15,
2005.
By an offer document dated March 2, 2006, SeaDrill commenced the Mandatory Offer to purchase
all the shares of the Issuer not already owned by SeaDrill pursuant to the applicable requirements
of Norwegian law at a price of NOK 205 per Class A Share and NOK 165 per Class B Share (the
“SeaDrill Offer Price”). SeaDrill also commenced a parallel tender offer in accordance with
applicable U.S. laws for any and all Issuer shares and Issuer American Depository Shares held by
residents of the United States.
On March 31, 2006, the Company (and a wholly-owned subsidiary of the Company) submitted
acceptance forms to sell the Shares to SeaDrill pursuant to the Mandatory Offer. Pursuant to the
terms and conditions of the Mandatory Offer, settlement of payment by SeaDrill for the Shares was
made on April 7, 2006. As a result, the Company no longer has any beneficial ownership of any
securities of the Issuer.
The terms of the Share Purchase Agreement provide that the amount received by the Company upon
any sale of the Shares by the Company during the period through December 12, 2006 at a price in
excess of NOK 200 per Class A Share and NOK 150 per Class B Share (the “Noble Purchase Price”) is
payable by the Company (and our subsidiary) to the Sellers as a purchase price adjustment under the
Share Purchase Agreement.
Item 5. Interest in Securities of the Issuer
(a) & (b) As of result of the transaction described in Item 4 above, the Company has no
beneficial interest in the securities of the Issuer.
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(c) Except as otherwise described herein, to the knowledge of the reporting persons, none of
the persons named in response to paragraph (a) above has effected any transaction in securities of
the Issuer during the past 60 days.
(d) Except as otherwise described herein, no person other than the reporting persons has the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the Shares.
(e) The Company ceased to be a beneficial owner of more than five percent of the securities
of the Issuer on April 7, 2006 when payment was received for the Shares pursuant to the terms and
conditions of the Mandatory Offer.
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