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): January 26, 2006
NOBLE CORPORATION
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
Cayman Islands
(State or other jurisdiction of
incorporation or organization)
|
|
001-31306
(Commission file number)
|
|
98-0366361
(I.R.S. employer identification number) |
| |
|
|
13135 South Dairy Ashford, Suite 800
Sugar Land, Texas
(Address of principal executive offices)
|
|
77478
(Zip code) |
Registrant’s telephone number, including area code: (281) 276-6100
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
FORM 8-K
ITEM 2.02. Results of Operations and Financial Condition.
This report is furnished in accordance with General Instruction B.2 of Form 8-K.
On January 26, 2006, the Registrant issued a press release announcing its financial results
for the quarter and year ended December 31, 2005. A copy of such press release is included as
Exhibit 99.1 and will be published in the “Newsroom” area on the Registrant’s web site at
http://www.noblecorp.com. Pursuant to the rules and regulations of the Securities and Exchange
Commission, the press release is being furnished and shall not be deemed to be “filed” under the
Securities Exchange Act of 1934.
ITEM 7.01. Regulation FD Disclosure.
The Registrant hereby incorporates by reference into this Item 7.01 the following paragraph
contained in the Noble Corporation press release dated January 26, 2006, which is included in this
Form 8-K as Exhibit 99.1:
On December 23, 2005, the Company acquired, directly and indirectly, 21,095,600 Class A shares
and 2,501,374 Class B shares of Smedvig ASA (“Smedvig”). The purchase price for the Class A shares
was NOK 200.00 per share and for the Class B shares was NOK 150.00 per share, totaling NOK
4,594,326,100 (or approximately US$691 million). The Company financed the acquisition of the
Smedvig shares with an aggregate of $700 million in new debt borrowings. On January 23, 2006,
SeaDrill Limited, a Bermudian limited company (“SeaDrill”), reported that SeaDrill had received
acceptances for a total of 24,876,009 Class A shares and 15,417,402 Class B shares of Smedvig under
the voluntary offer conducted by SeaDrill for shares of Smedvig. SeaDrill further reported that,
including its already owned shares, SeaDrill controlled 51.24 percent of the Class A shares and
52.47 percent of the Smedvig capital. SeaDrill has expressed its intention to put forward a
mandatory offer in Norway together with a tender offer in the United States to all remaining
shareholders in Smedvig as soon as practically possible. As a result of the foregoing, the Company
is currently reviewing available alternatives relative to the Company’s investment in Smedvig
shares. The Company has no present plans or intention to make an offer for the balance of the
shares of Smedvig the Company does not own. The Company continues to reserve the right to pursue
all options available to it.
ITEM 9.01. Financial Statements and Exhibits.
| |
|
|
|
|
|
|
|
|
(c)
|
|
Exhibits |
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit 99.1
|
|
Noble Corporation Press Release dated January 26, 2006, announcing
the financial results for the quarter and year ended December 31, 2005. |
2