SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6 (e) (2) ).
[ ] Definitive proxy statement.
[X] Definitive additional materials.
[ ] Soliciting material under Rule 14a-12.
DIAMOND OFFSHORE DRILLING, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person (s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11 (a) (2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
EXPLANATORY NOTE
On March 28, 2003, Diamond Offshore Drilling, Inc. (the "Company")
filed its definitive proxy statement on Schedule 14A (the "Proxy Statement")
with the Securities and Exchange Commission. The beneficial ownership table
contained in the section captioned "Security Ownership of Certain Beneficial
Owners" on page 2 of the Proxy Statement inadvertently omitted information with
respect to FMR Corp. Such information is included in the section below, which
amends and restates in its entirety the section captioned "Security Ownership of
Certain Beneficial Owners" on page 2 of the Proxy Statement.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The table below sets forth certain information with respect to each
person or entity known by the Company to be the beneficial owner of 5% or more
of the outstanding shares of Common Stock (based upon Schedule 13D and Schedule
13G filings by such persons with the Securities and Exchange Commission (the
"Commission")). The percentages are calculated based on the amount of
outstanding securities as of March 24, 2003, excluding securities held by or for
the account of the Company.
NAME AND ADDRESS AMOUNT AND NATURE PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS
-------------- ------------------- ----------------------- --------
Common Stock................ Loews Corporation 70,100,000 (1) 53.8%
667 Madison Avenue
New York, NY 10021-8087
Common Stock ............... Merrill Lynch & Co., Inc. (2) 9,303,774 (2) 7.1%
World Financial Center, North Tower
250 Vesey Street
New York, NY 10381
Common Stock ............... FMR Corp. (3) 9,145,817 (3) 7.0%
82 Devonshire Street
Boston, MA 02109
------------
(1) Loews Corporation ("Loews") has sole investment power and sole voting power
over the shares.
(2) Merrill Lynch & Co., Inc. (on behalf of Merrill Lynch Investment Managers)
has shared investment power and shared voting power over the shares.
(3) Information based solely on a Schedule 13G filed with the Commission
jointly by FMR Corp., Edward C. Johnson 3d and Abigail P. Johnson. Such
Schedule 13G indicates that Mr. Johnson is Chairman of FMR Corp. and Ms.
Johnson is a director of FMR Corp. and may be deemed to be members of a
controlling group with respect to FMR Corp. The Schedule 13G also indicates
that, at December 31, 2002: (i) Fidelity Management & Research Company, a
wholly-owned subsidiary of FMR Corp., was the beneficial owner of 8,684,986
shares of Common Stock (including shares resulting from the assumed
exchange of exchangeable debt of Loews for shares of Common Stock) in its
capacity as investment adviser to various registered investment companies;
(ii) Fidelity Management Trust Company, a bank that is a wholly-owned
subsidiary of FMR Corp., was the beneficial owner of 380,500 shares of
Common Stock; (iii) Fidelity International Limited, an investment adviser
of which Mr. Johnson is Chairman but which is managed independently from
FMR Corp., was the beneficial owner of 79,900 shares of Common Stock; and
(iv) Geode Capital Management, LLC, which is affiliated with FMR Corp., was
the beneficial owner of 431 shares of Common Stock.
Because Loews holds more than a majority of the outstanding shares of
Common Stock of the Company, Loews has the power to approve matters submitted
for consideration at the Annual Meeting without regard to the votes of the other
stockholders. The Company understands that Loews intends to vote FOR the
election of management's nominees for the Board of Directors and FOR the
ratification of the appointment of Deloitte & Touche LLP as the Company's
independent auditors. There are no agreements between the Company and Loews with
respect to the election of directors or officers of the Company or with respect
to the other matters which may come before the Annual Meeting.