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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: FEBRUARY 11, 1997
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Date of earliest event reported: FEBRUARY 4, 1997
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DIAMOND OFFSHORE DRILLING, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-13926 76-0321760
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
15415 KATY FREEWAY, HOUSTON, TEXAS 77094
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (281) 492-5300
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
On February 4, 1997, Diamond Offshore Drilling, Inc. ("Diamond
Offshore") closed the sale of $400 million principal amount of its 3-3/4%
Convertible Subordinated Notes Due 2007 (the "Notes") in a public offering
underwritten by Credit Suisse First Boston Corporation, Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Salomon Brothers Inc (the "Underwriters").
Filed herewith are (i) the Terms Agreement, dated January 29, 1997, to the
Underwriting Agreement between Diamond Offshore and Credit Suisse First Boston
Corporation, individually and as the Representative of the Underwriters, dated
January 29, 1997, (ii) the Indenture, dated as of February 4, 1997 (the
"Indenture"), between Diamond Offshore and The Chase Manhattan Bank, as Trustee
(the "Trustee"), and (iii) the Supplemental Indenture, dated as of February 4,
1997, between Diamond Offshore and The Trustee relating to the Notes, which
supplements the Indenture.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit number Description
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1.1 Terms Agreement, dated January 29, 1997, to the Underwriting
Agreement between Diamond Offshore Drilling, Inc. and Credit
Suisse First Boston Corporation, individually and as the
Representative of the Underwriters named therein, dated
January 29, 1997.
4.1 Indenture, dated as of February 4, 1997, between Diamond
Offshore Drilling, Inc. and The Chase Manhattan Bank, as
Trustee.
4.2 Supplemental Indenture, dated as of February 4, 1997, between
Diamond Offshore Drilling, Inc. and The Chase Manhattan Bank,
as Trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
DIAMOND OFFSHORE DRILLING, INC.
By:/s/ Richard L. Lionberger
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Richard L. Lionberger
Vice President, General Counsel
and Secretary
Dated: February 11, 1997
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EXHIBIT INDEX
Exhibit number Description
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1.1 Terms Agreement, dated January 29, 1997, to the Underwriting
Agreement between Diamond Offshore Drilling, Inc. and Credit
Suisse First Boston Corporation, individually and as the
Representative of the Underwriters named therein, dated
January 29, 1997.
4.1 Indenture, dated as of February 4, 1997, between Diamond
Offshore Drilling, Inc. and The Chase Manhattan Bank, as
Trustee.
4.2 Supplemental Indenture, dated as of February 4, 1997, between
Diamond Offshore Drilling, Inc. and The Chase Manhattan Bank,
as Trustee.