-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kb80WH6uMwoDfix5VNzr3I6zAXvcLVcWX3ZTWsDhj11TGs5TtRLOKgbs1gJFj25P wUceBNbXurpBE2pujl4VjA== 0000919574-96-000479.txt : 19960518 0000919574-96-000479.hdr.sgml : 19960518 ACCESSION NUMBER: 0000919574-96-000479 CONFORMED SUBMISSION TYPE: SC 13D CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960515 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIAMOND OFFSHORE DRILLING INC CENTRAL INDEX KEY: 0000949039 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 760321760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-45781 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 15415 KATY FREEWAY CITY: HOUSTON STATE: TX ZIP: 77094 BUSINESS PHONE: 7134925300 MAIL ADDRESS: STREET 1: 15415 KATY FREEWAY CITY: HOUSTON STATE: TX ZIP: 77094 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORVALTNINGS AB RATOS CENTRAL INDEX KEY: 0000931873 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: DROTTNINGGATAN 2 BOX 1661 STREET 2: S-111 96 CITY: STOCKHOLM STATE: V7 ZIP: 00000 MAIL ADDRESS: STREET 1: ONE BATTERY PARK PLAZA CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D 1 THIS DOCUMENT IS A CONFIRMING COPY OF THE SCHEDULE 13D FILED ON MAY 9, 1996 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: Diamond Offshore Drilling, Inc. Title of Class of Securities: Common Stock, par value $.01 per share CUSIP Number: 252 71C 102 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) Gary J. Wolfe, Esq., Seward & Kissel, One Battery Park Plaza, New York, NY 10004; (212) 574-1200 (Date of Event which Requires Filing of this Statement) April 29, 1996 If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following line if a fee is being paid with this statement X . (A fee is not required only if the filing person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of class. See Rule 13d-7). *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 252 71C 102 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Forvaltnings AB Ratos 2. Check the Appropriate Box if a Member of a Group a. b. X 3. SEC Use Only 4. Source of Funds OO 5. Check box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Sweden Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 3,667,207 8. Shared Voting Power: 9. Sole Dispositive Power: 3,667,207 10. Shared Dispositive Power: 11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,667,207 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 5.4% 14. Type of Reporting Person CO Item 1. Security and Issuer The name of the issuer is Diamond Offshore Drilling, Inc. ("Diamond"), a Delaware corporation with its principal executive offices located at 15415 Katy Freeway, Suite 400, Houston, Texas 77094. This statement relates to the common stock, par value $.01 per share ("Diamond Common Stock") of the issuer. Item 2. Identity and Background The corporation filing this statement is Forvaltnings AB Ratos ("Ratos"), a corporation organized under the laws of Sweden, with its principal offices at Drottninggatan 2, Box 1661, S-111 96, Stockholm. Ratos is a Swedish investment company. The following lists the officers and directors of Ratos, all of whom are Swedish citizens: Directors Sven Soderberg Chairman P.O. Box 1661 S-111 96 Stockholm, Sweden Erik Soderberg Deputy Chairman P.O. Box 1661 S-111 96 Stockholm, Sweden Lars Bern Chairman of Det Naturliga Steget Miljoinstitut AB P.O. Box 1661 S-111 96 Stockholm, Sweden Goran Grosskopf Director of Ratos P.O. Box 1661 S-111 96 Stockholm, Sweden Harry Faulkner Former President and CEO of Alfa-Laval P.O. Box 1661 S-111 96 Stockholm, Sweden Urban Jansson President of Ratos P.O. Box 1661 S-111 96 Stockholm, Sweden Ulf Laurin Chairman of the Swedish employers confederation P.O. Box 1661 S-111 96 Stockholm, Sweden Jan Soderberg P.O. Box 1661 S-111 96 Stockholm, Sweden Olof Stenhammar President of OM-gruppen P.O. Box 1661 S-111 96 Stockholm, Sweden Officers Urban Jansson President P.O. Box 1661 S-111 96 Stockholm, Sweden Thomas Mossberg Executive Vice President P.O. Box 1661 S-111 96 Stockholm, Sweden Hans Ekelund Controller P.O. Box 1661 S-111 96 Stockholm, Sweden Fredrik Sandelin Finance Director P.O. Box 1661 S-111 96 Stockholm, Sweden Olle Isberg Manager of Stock Portfolio P.O. Box 1661 S-111 96 Stockholm, Sweden Neither Ratos nor any of its officers or directors listed above has been the subject of or convicted in a criminal proceeding in the last five years, nor have any of them been a party to any civil proceedings of a judicial or administrative body of competent jurisdiction which resulted in an adverse judgment, decree or final order concerning any federal, state or similar foreign securities law violations. Item 3. Source and Amount of Funds or Other Consideration Ratos acquired its 3,667,207 shares of Diamond Common Stock described in Item 5 upon the consummation of the amalgamation of Arethusa (Off-shore) Limited, a Bermuda company ("Arethusa"), into Diamond, on April 29, 1996 (the "Merger"). As part of the Merger, each Arethusa shareholder of record received .88 shares of Diamond Common Stock. Immediately prior to the consummation of the Merger, Ratos owned 4,167,281 common shares of Arethusa. Item 4. Purpose of Transaction Ratos has not acquired its Diamond Common Stock with a view toward acquiring a controlling interest in Diamond. Ratos acquired its shares of Diamond Common Stock upon the consummation of the Merger. Ratos had entered into a shareholders' agreement with respect to its common shares in Arethusa (the "Arethusa Shareholders' Agreement") with Alphee S.A. ("Alphee"), Diamond, Diamond Offshore (USA) Inc., a Delaware corporation and direct wholly-owned subsidiary of Diamond ("Diamond USA"), and AO Acquisition Limited, a Bermuda company and direct wholly-owned subsidiary of Diamond USA. Pursuant to the Arethusa Shareholders' Agreement, Diamond caused a Registration Statement (file no. 333-2680) (the "Registration Statement") to be filed with the Securities and Exchange Commission ("SEC") covering, inter alia, the resale of the shares of Diamond Common Stock to be held by Ratos and Alphee upon the consummation of the Merger and naming Ratos and Alphee therein as selling shareholders. A copy of the Arethusa Shareholder's Agreement is annexed as Exhibit 10.5 to the Registration Statement. By joint notice dated April 29, 1996, Ratos and Alphee gave notice to Diamond that they intend to offer 3,617,207 and 4,658,248 shares of Diamond Offshore Common Stock, respectively, inclusive of overallotment options, in an underwritten offering to be lead managed by Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Offering"). A prospectus supplement has been filed with the SEC with respect to the Offering. Ratos and Alphee reserve the right to modify or withdraw the Offering of their respective shares of Diamond Offshore Common Stock at any time. Except as set forth above, Ratos does not have any plans or proposals that would relate to or result in any of the actions set forth in the instruction for Item 4(a)-(j). Ratos may from time to time acquire additional Diamond Common Stock for investment purposes or otherwise. Item 5. Interest in Securities of the Issuer Ratos acquired 3,667,207 shares of Diamond Common Stock on April 29, 1996 upon the consummation of the merger. The Shares represent 5.4% of the outstanding Diamond Common Stock based on the information contained in the Registration Statement. No person listed in Item 2 other than Ratos owns shares of Diamond Common Stock. Ratos has not sold any shares of Diamond Common Stock since having acquired them. To Ratos' best knowledge, no transactions in shares of Diamond Common Stock were effected by any other person listed in Item 2 during the last 60 days. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer As stated in Item 4 above, Ratos is party to the Arethusa Shareholders' Agreement, pursuant to which Diamond has filed the Registration Statement with the SEC covering the resale of Ratos' shares of Diamond Common Stock. A copy of the Arethusa Shareholders' Agreement is annexed as Exhibit 10.5 to the Registration Statement. Other than the Arethusa Shareholders' Agreement and as contemplated by the Offering, Ratos is not a party to any contracts, arrangements, or understandings, and has entered into no relationships, concerning the securities of Diamond. By virtue of the Arethusa Shareholders' Agreement, Ratos and Alphee may be deemed to be members of a "group," as such term is used in Rule 13d-5, but Ratos disclaims membership in a group with Alphee S.A. for purposes of their beneficial ownership of any shares of Diamond Common Stock. To Ratos' best knowledge, no other contracts, arrangements, understandings or relationships with respect to the shares of Diamond Common Stock exist between the other persons listed in Item 2. Item 7. Exhibits. A copy of the Arethusa Shareholders' Agreement is annexed as Exhibit 10.5 to the Registration Statement. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true complete and accurate. FORVALTNINGS AB RATOS By: /s/ Gary J. Wolfe Date: May 8, 1996 Name: Gary J. Wolfe Title: Attorney-in-Fact 01179001.AD6 -----END PRIVACY-ENHANCED MESSAGE-----