SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report: APRIL 7, 2003
-----------------------------------------------------------------
Date of earliest event reported: APRIL 7, 2003
------------------------------------------------
DIAMOND OFFSHORE DRILLING, INC.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-13926 76-0321760
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
15415 KATY FREEWAY, HOUSTON, TEXAS 77094
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (281) 492-5300
----------------------------
NOT APPLICABLE
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 5. OTHER EVENTS
------------
On April 7, 2003, Diamond Offshore Drilling, Inc., a Delaware
corporation (the "Company"), filed with the Securities and Exchange Commission
(the "Commission") definitive additional proxy materials to supplement and
correct certain disclosure contained in the definitive proxy statement on
Schedule 14A (the "Proxy Statement") filed by the Company with the Commission on
March 28, 2003. 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, and supercedes, 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.
2
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.
3
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/ William C. Long
--------------------------------------------
William C. Long
Vice President, General Counsel & Secretary
Dated: April 7, 2003
4