1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 24, 1996
REGISTRATION NO. 333-2680
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORMS S-4/S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------
DIAMOND OFFSHORE DRILLING, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1381 76-0321760
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Organization) Classification Code Number) Identification Number)
DIAMOND OFFSHORE DRILLING, INC. RICHARD L. LIONBERGER, ESQ.
15415 KATY FREEWAY, SUITE 400 VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
HOUSTON, TEXAS 77094 15415 KATY FREEWAY, SUITE 400
(713) 492-5300 HOUSTON, TEXAS 77094
(Address, Including Zip Code, and Telephone (713) 492-5300
Number, (Name, Address, Including Zip Code and
Including Area Code, of Registrant's Telephone Number, Including Area
Principal Executive Offices) Code, of Agent For Service)
Copies to:
JAMES L. RICE III, ESQ. MORRIS J. KRAMER, ESQ.
WEIL, GOTSHAL & MANGES LLP ROBERT M. CHILSTROM, ESQ.
700 LOUISIANA, SUITE 1600 SKADDEN, ARPS, SLATE, MEAGHER & FLOM
HOUSTON, TEXAS 77002 919 THIRD AVENUE
(713) 546-5000 NEW YORK, NEW YORK 10022
(212) 735-3000
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective and all other
conditions to the amalgamation (the "Acquisition") of AO Acquisition Limited
with Arethusa (Off-Shore) Limited pursuant to the Plan of Acquisition described
in the enclosed Prospectus/Joint Proxy Statement have been satisfied or waived.
If any of the securities being registered on these Forms are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to Registration Statement No. 333-2680
is being filed for the sole purpose of adding the following exhibit to the
Registration Statement: Term Drilling Contract dated March 29, 1996 between
Diamond Offshore and Chevron U.S.A. Production Company with respect to the Ocean
Quest.
II-1
3
FORM S-4 ITEM 21/FORM S-1 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
EXHIBIT
NO. DESCRIPTION
------- -----------
1.1 Form of U.S. Purchase Agreement*
1.2 Form of International Purchase Agreement*
2.1 Plan of Acquisition*
2.2 Amendment No. 1 to Plan of Acquisition*
2.3 Amalgamation Agreement*
3.1 Restated Certificate of Incorporation of Diamond Offshore (incorporated
by reference herein to Exhibit 3.1 of Diamond Offshore's Annual Report
on Form 10-K for the fiscal year ended December 31, 1995)
3.2 Amended By-laws of Diamond Offshore*
3.2.1 Amendment of the Company's By-laws on November 8, 1995*
3.2.2 Amendment of the Company's By-laws on April 3, 1996*
5.1 Opinion of Weil, Gotshal & Manges LLP regarding validity of the
securities being registered*
8.1 Opinion of Weil, Gotshal & Manges LLP regarding certain tax matters*
10.1 Fee Agreement*
10.2 Amendment No. 1 to Fee Agreement*
10.3 Loews Stockholder's Agreement*
10.4 Amendment No. 1 to Loews Stockholder's Agreement*
10.5 Shareholders Agreement*
10.6 Amendment No. 1 to Shareholders Agreement*
10.7 Termination and Settlement Agreement dated October 10, 1995 between
Loews and Diamond Offshore (incorporated by reference herein to Exhibit
10.1 of Diamond Offshore's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995)
10.8 Registration Rights Agreement dated October 16, 1995 between Loews and
Diamond Offshore (incorporated by reference herein to Exhibit 10.2 of
Diamond Offshore's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)
10.9 Services Agreement dated October 16, 1995 between Loews and Diamond
Offshore (incorporated by reference herein to Exhibit 10.3 of Diamond
Offshore's Annual Report on Form 10-K for the fiscal year ended December
31, 1995)
10.10 Agreement ("Rose Employment Agreement"), dated November 1, 1992, between
Diamond Offshore and Robert E. Rose (incorporated by reference herein to
Exhibit 10.7 of Diamond Offshore's Registration Statement No. 33-95484
on Form S-1)
10.11 Amendment, dated December 27, 1995, to the Rose Employment Agreement
(incorporated by reference herein to Exhibit 10.5 of Diamond Offshore's
Annual Report on Form 10-K for the fiscal year ended December 31, 1995)
10.12 Credit Agreement among Diamond Offshore, Diamond Offshore Limited,
various lending institutions, Bankers Trust Company and Christiania Bank
og Kreditkasse, New York Branch, as Co-Arrangers and Bankers Trust
Company, as Administrative Agent dated as of February 8, 1996 and
amended and restated as of March 27, 1996*
II-2
4
EXHIBIT
NO. DESCRIPTION
------- -----------
10.13 Diamond Offshore Management Bonus Program (incorporated by reference
herein to Exhibit 10.9 of Diamond Offshore's Registration Statement No.
33-95484 on Form S-1)
10.14 Form of Diamond Offshore Executive Deferred Compensation Plan
(incorporated by reference herein to Exhibit 10.10 of Diamond Offshore's
Registration Statement No. 33-95484 on Form S-1)
10.15 Term Drilling Contract dated March 29, 1996 between Diamond Offshore and
Chevron U.S.A. Production Company with respect to the Ocean Quest
10.16 Letter of Intent entered into September 6, 1995 between Diamond Offshore
and Texaco Exploration and Production Inc. with respect to the Ocean
Star (formerly named Ocean Countess) (incorporated by reference herein
to Exhibit 10.12 of Diamond Offshore's Registration Statement No.
33-95484 on Form S-1)
10.17 Diamond Offshore Drilling, Inc. Nonqualified Stock Option Plan for
Certain Former Directors of Arethusa*
10.18 Diamond Offshore Drilling, Inc. Stock Option Plan for Certain Former
Employees of Arethusa*
21.1 List of Subsidiaries of Diamond Offshore*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Arthur Andersen & Co.*
23.3 Consent of Klynveld Peat Marwick Goerdeler*
23.4 Consent of Weil, Gotshal & Manges LLP. Reference is made to Exhibit 5.1
23.5 Consent of Weil, Gotshal & Manges LLP. Reference is made to Exhibit 8.1
23.6 Consent of CS First Boston Corporation*
23.7 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated*
24.1 Powers of Attorney*
99.1 Fairness Opinion of CS First Boston Corporation*
99.2 Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith Incorporated*
99.3 Excerpts from The Companies Act of 1981 of Bermuda, as amended*
99.4 Form of Diamond Offshore proxy card*
99.5 Form of Arethusa proxy card*
- ---------------
* Previously filed.
(b) Financial Statement Schedules
Not applicable.
II-3
5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Post-Effective Amendment No. 2 to Registration
Statement on Forms S-4/S-1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Houston, State of Texas, on May 24th,
1996.
DIAMOND OFFSHORE DRILLING, INC.
By: /s/ RICHARD L. LIONBERGER
--------------------------------
Name: Richard L. Lionberger
Title: Vice President, General
Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 2 to Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
- --------------------------------------------- ---------------------------- -----------------
/s/ ROBERT E. ROSE* President, Chief Executive May 24, 1996
-------------------------------------- Officer and Director
Robert E. Rose (principal executive
officer)
/s/ LAWRENCE R. DICKERSON* Senior Vice President and May 24, 1996
-------------------------------------- Chief Financial Officer
Lawrence R. Dickerson (principal financial
officer)
/s/ GARY T. KRENEK* Controller (principal May 24, 1996
-------------------------------------- accounting officer)
Gary T. Krenek
/s/ JAMES S. TISCH* Chairman of the Board May 24, 1996
--------------------------------------
James S. Tisch
/s/ HERBERT C. HOFMANN* Director May 24, 1996
--------------------------------------
Herbert C. Hofmann
*By: /s/ RICHARD L. LIONBERGER
--------------------------------------
Richard L. Lionberger
Attorney-in-Fact
II-4
6
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- ------------
1.1 Form of U.S. Purchase Agreement*
1.2 Form of International Purchase Agreement*
2.1 Plan of Acquisition*
2.2 Amendment No. 1 to Plan of Acquisition*
2.3 Amalgamation Agreement*
3.1 Restated Certificate of Incorporation of Diamond Offshore
(incorporated by reference herein to Exhibit 3.1 of Diamond Offshore's
Annual Report on Form 10-K for the fiscal year ended December 31,
1995)
3.2 Amended By-laws of Diamond Offshore*
3.2.1 Amendment of the Company's By-laws on November 8, 1995*
3.2.2 Amendment of the Company's By-laws on April 3, 1996*
5.1 Opinion of Weil, Gotshal & Manges LLP regarding validity of the
securities being registered*
8.1 Opinion of Weil, Gotshal & Manges LLP regarding certain tax matters*
10.1 Fee Agreement*
10.2 Amendment No. 1 to Fee Agreement*
10.3 Loews Stockholder's Agreement*
10.4 Amendment No. 1 to Loews Stockholder's Agreement*
10.5 Shareholders Agreement*
10.6 Amendment No. 1 to Shareholders Agreement*
10.7 Termination and Settlement Agreement dated October 10, 1995 between
Loews and Diamond Offshore (incorporated by reference herein to
Exhibit 10.1 of Diamond Offshore's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995)
10.8 Registration Rights Agreement dated October 16, 1995 between Loews and
Diamond Offshore (incorporated by reference herein to Exhibit 10.2 of
Diamond Offshore's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995)
10.9 Services Agreement dated October 16, 1995 between Loews and Diamond
Offshore (incorporated by reference herein to Exhibit 10.3 of Diamond
Offshore's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)
10.10 Agreement ("Rose Employment Agreement"), dated November 1, 1992,
between Diamond Offshore and Robert E. Rose (incorporated by reference
herein to Exhibit 10.7 of Diamond Offshore's Registration Statement
No. 33-95484 on Form S-1)
10.11 Amendment, dated December 27, 1995, to the Rose Employment Agreement
(incorporated by reference herein to Exhibit 10.5 of Diamond
Offshore's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)
10.12 Credit Agreement among Diamond Offshore, Diamond Offshore Limited,
various lending institutions, Bankers Trust Company and Christiania
Bank og Kreditkasse, New York Branch, as Co-Arrangers and Bankers
Trust Company, as Administrative Agent dated as of February 8, 1996
and amended and restated as of March 27, 1996*
7
EXHIBIT
NO. DESCRIPTION
------- -----------
10.13 Diamond Offshore Management Bonus Program (incorporated by reference
herein to Exhibit 10.9 of Diamond Offshore's Registration Statement
No. 33-95484 on Form S-1)
10.14 Form of Diamond Offshore Executive Deferred Compensation Plan
(incorporated by reference herein to Exhibit 10.10 of Diamond
Offshore's Registration Statement No. 33-95484 on Form S-1)
10.15 Term Drilling Contract dated March 29, 1996 between Diamond Offshore
and Chevron U.S.A. Production Company with respect to the Ocean Quest
10.16 Letter of Intent entered into September 6, 1995 between Diamond
Offshore and Texaco Exploration and Production Inc. with respect to
the Ocean Star (formerly named Ocean Countess) (incorporated by
reference herein to Exhibit 10.12 of Diamond Offshore's Registration
Statement No. 33-95484 on Form S-1)
10.17 Diamond Offshore Drilling, Inc. Nonqualified Stock Option Plan for
Certain Former Directors of Arethusa*
10.18 Diamond Offshore Drilling, Inc. Stock Option Plan for Certain Former
Employees of Arethusa*
21.1 List of Subsidiaries of Diamond Offshore*
23.1 Consent of Deloitte & Touche LLP*
23.2 Consent of Arthur Andersen & Co.*
23.3 Consent of Klynveld Peat Marwick Goerdeler*
23.4 Consent of Weil, Gotshal & Manges LLP. Reference is made to Exhibit
5.1
23.5 Consent of Weil, Gotshal & Manges LLP. Reference is made to Exhibit
8.1
23.6 Consent of CS First Boston Corporation*
23.7 Consent of Merrill Lynch, Pierce, Fenner & Smith Incorporated*
24.1 Powers of Attorney*
99.1 Fairness Opinion of CS First Boston Corporation*
99.2 Fairness Opinion of Merrill Lynch, Pierce, Fenner & Smith
Incorporated*
99.3 Excerpts from The Companies Act of 1981 of Bermuda, as amended*
99.4 Form of Diamond Offshore proxy card*
99.5 Form of Arethusa proxy card*
- ---------------
* Previously filed.