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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: SEPTEMBER 19, 1997
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Date of earliest event reported: SEPTEMBER 16, 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 September 16, 1997, Diamond Offshore Drilling, Inc. ("Diamond
Offshore") entered into an Underwriting Agreement (the "Underwriting
Agreement") with Loews Corporation ("Loews") and Goldman, Sachs & Co. (the
"Underwriter") in connection with the sale by Loews of $1,000,000,000 principal
amount of its 3-1/8% Exchangeable Subordinated Notes due September 15, 2007
(the "Notes") pursuant to an underwritten offering (the "Offering"). Pursuant
to a 30-day option that Loews granted the Underwriter, the Underwriter may
purchase up to an additional $150,000,000 principal amount of the Notes to
cover over-allotments. The Notes are exchangeable into shares of Diamond
Offshore's common stock, par value $.01 per share, at any time from October 1,
1998 to, and including, September 15, 2007. Also in connection with the
Offering, Diamond Offshore and Loews entered into an agreement, dated as of
September 16, 1997 (the "Registration Rights Agreement Amendment"), amending
the Registration Rights Agreement, dated as of October 16, 1995, between
Diamond Offshore and Loews. Filed herewith are (i) the Underwriting Agreement
and (ii) the Registration Rights Agreement Amendment.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit number Description
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1.1 Underwriting Agreement.
4.1 Registration Rights Agreement Amendment.
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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: September 19, 1997
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EXHIBIT INDEX
Exhibit number Description
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1.1 Underwriting Agreement.
4.1 Registration Rights Agreement Amendment.
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