UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 (Date of earliest event reported): JUNE 7, 2005
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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 and 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)
Check the appropriate line below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
Written communications pursuant to Rule 425 under the Securities Act
----- (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
----- (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the
----- Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the
----- Exchange Act (17 CFR 240.13e-4(c))
ITEM 8.01. OTHER EVENTS
On June 7, 2005, Diamond Offshore Drilling, Inc. (the "Company") issued
a press release announcing the results of the Company's offer to purchase its
Zero Coupon Convertible Debentures due 2020 (the "Securities"). The holders'
option to surrender their Securities for purchase expired at 5:00 p.m., New York
City time, on June 6, 2005. The Company has been advised by the paying agent,
JPMorgan Chase Bank, N.A., that $774,110,000 in aggregate principal amount at
maturity of the Securities were validly surrendered for purchase and not
withdrawn. The Company has purchased all of such Securities. The purchase price
for the Securities was $594.25 per $1,000 principal amount at maturity. The
aggregate purchase price for all of the Securities validly surrendered for
purchase and not withdrawn was $460,014,867.50, which Diamond Offshore funded
with cash on hand. After the purchase of such Securities, Securities with an
aggregate principal amount at maturity of $30,890,000 remain outstanding.
Filed herewith is a copy of such press release.
Statements in this report may contain "forward-looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements may include, without limitation, statements which project, indicate
or imply future results and may contain words like "expect," "intend," "plan,"
"will," "estimated" and "budgeted," among others. Such statements are inherently
subject to a variety of risks and uncertainties that could cause actual results
to differ materially from those anticipated or projected. These factors include,
among others, general economic and business conditions, changes in oil and
natural gas prices, casualty losses, industry fleet capacity, changes in foreign
and domestic oil and gas exploration and production activity, competition,
changes in foreign, political, social and economic conditions, regulatory
initiatives and compliance with governmental regulations, customer preferences
and various other matters, many of which are beyond the Company's control. Given
these concerns, investors and analysts should not place undue reliance on
forward-looking statements. Each forward-looking statement speaks only as of the
date of this report. The Company expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward-looking
statement to reflect any change in the Company's expectations with regard
thereto or any change in events, conditions or circumstances on which any
forward-looking statement is based. A further discussion of the risk factors
that could impact these areas and the Company's overall business and financial
performance can be found in the Company's reports and other filings with the
Securities and Exchange Commission.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit number Description
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99.1 Press release of June 7, 2005
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, 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
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William C. Long
Vice President, General Counsel and
Secretary
Dated: June 7, 2005
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EXHIBIT INDEX
Exhibit number Description
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99.1 Press release of June 7, 2005