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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
DIAMOND OFFSHORE DRILLING, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01
(Title of Class of Securities)
(SINS) 25271C102
(CUSIP Number)
Jean-Paul Kill, c/o Alphee S.A., 11 Avenue De La Gare,
Grand Duchy of Luxembourg; Tel. 352-482850; Fax. 352-482871.
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 29, 1996
(Date of Event which Requires Filing of this Statement)
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 box if a fee is being paid with the statement
( X ). (A fee is not required only if the reporting 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 such
class.) (See Rule 13D-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*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 disclosures provided in
a prior cover page.
The information required on 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).
SCHEDULE 13D
CUSIP No.
(SINS) 25271C102
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1 NAME OF REPORTING PERSON:
Alphee S.A.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( X )
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ( )
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Luxembourg
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 4,708,248
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
4,708,248
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
4,708,248
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-
7(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION.
SCHEDULE 13D
Item 1. Security and Issuer.
This statement is filed in respect of shares of common
stock, par value $0.01 per share ("Common Stock") of Diamond
Offshore Drilling, Inc., a Delaware corporation (the "Issuer").
Item 2. Identity and Background.
The person filing this statement is Alphee S.A., a
Luxembourg corporation ("Alphee"), whose principal business
office is located at 11, Avenue de la Gare, Luxembourg. The sole
business of Alphee from its organization to the date of this
statement has been the acquisition and ownership of shares of par
value $0.10 per share (the "AOL Shares") of Arethusa (Off-Shore)
Limited ("AOL"), a Bermuda company that, on April 29, 1996,
amalgamated with and into an indirect wholly-owned subsidiary of
the Issuer. Pursuant to the amalgamation AOL Shares were
cancelled and shares of Common Stock were issued in exchange
therefor and Alphee acquired, in exchange for its AOL Shares, an
aggregate of 4,708,248 shares of Common Stock. The names,
addresses, occupations and citizenship of the executive officers
and directors of Alphee are set forth on Annex A hereto. Neither
Alphee, nor to the best of its knowledge, any of its executive
officers and directors listed on Annex A hereto has, during the
past five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Pursuant to General Instruction "C" for Schedule 13D,
set forth below is certain information concerning (i) the
corporations in the chain of control of Alphee and (ii) each
executive officer and director of the corporation that ultimately
controls Alphee.
Alphee is a wholly-owned subsidiary of International
Maritime Investors S.A. ("IMI"), a Luxembourg corporation, whose
principal office and business is located at 11, Avenue de la
Gare, Luxembourg. IMI's principal business is to act as a
holding company. IMI is a wholly-owned subsidiary of CMB N.V.
("CMB"), a publicly held Belgian corporation whose principal
office and business is located at De Gerlachekaai 20, B-2000
Antwerpen, Belgium. CMB's principal business is transport and
shipping.
A controlling interest in CMB is owned by Almabo N.V.
("Almabo"), a Belgian corporation whose principal office and
business is located at De Gerlachekaai 20, B-2000 Antwerpen,
Belgium. Almabo's principal business is to act as a holding
company. The names, addresses, occupations and citizenship of
the executive officers and directors of Almabo are set forth on
Annex A hereto. To the best of Alphee's knowledge, neither
Almabo, CMB, IMI, nor any of Almabo's executive officers and
directors listed on Annex A hereto has, during the past five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to
such laws.
Philippe Saverys serves as Chairman of the board of
directors of Almabo. His son, Nicolas Saverys, is a director of
Almabo. The Messrs. Saverys may be deemed, individually or
jointly, to be beneficial owners of the shares of Common Stock
held by Alphee. However, the Messrs. Saverys disclaim any such
beneficial ownership pursuant to Rule 13d-4 under the Securities
Exchange Act of 1934, as amended.
The transaction giving rise to the requirement to file
this statement was the amalgamation (the "Amalgamation") of AOL
with and into AO Acquisition Limited, a Bermuda company and
indirect wholly-owned subsidiary of the Issuer ("Acquisition
Sub"). The Amalgamation was effected in accordance with a plan
of acquisition dated February 9, 1996 (the "Plan") by and among
the Issuer, Diamond Offshore (USA) Inc., a Delaware corporation
and direct wholly-owned subsidiary of the Issuer ("Parent"),
Acquisition Sub and AOL and an amalgamation agreement dated
February 9, 1996 (the "Amalgamation Agreement"). Pursuant to the
Plan, the Amalgamation Agreement and applicable Bermuda law, upon
the effectiveness of the Amalgamation, outstanding AOL Shares
were cancelled and holders of AOL Shares became entitled to
receive 0.88 shares of Common Stock for each AOL Share formerly
held by them. On April 29, 1996, the Amalgamation was
consummated and Alphee acquired, in exchange for its AOL Shares,
4,708,248 shares of Common Stock, representing approximately 6.9%
of the total issued and outstanding shares of Common Stock and
requiring the filing of this statement.
Item 3. Source and Amount of Funds.
No funds were required for the acquisition by Alphee of
the shares of Common Stock that are the subject of this
statement. Such shares were received in consideration of the AOL
Shares owned by Alphee prior to the Amalgamation, which were
cancelled in the Amalgamation.
Item 4. Purpose of Transaction.
As a majority shareholder in AOL, Alphee encouraged AOL
in the decision to enter into the negotiations with the Issuer
that resulted in the Amalgamation. In addition, Alphee, together
with Ratos (as defined below), entered into a Shareholders
Agreement with the Issuer dated February 9, 1996 (the
"Shareholders Agreement"), pursuant to which the Issuer received
from each of Alphee and Ratos an irrevocable proxy to vote all of
the AOL Shares held by them and any shares as to which either had
the power to vote in favor of the Amalgamation.
Alphee has not acquired the Common Stock with a view to
acquiring a controlling interest in the Issuer. Pursuant to the
Shareholders Agreement the Issuer granted to Alphee, together
with Ratos, certain registration rights with respect to the
Common Stock received by Alphee and Ratos in the Amalgamation
entitling each of Alphee and Ratos to effect resales of the
Common Stock held by it from time to time, through brokers or
through underwritten offerings. Under the Shareholders Agreement
the Issuer agreed for the benefit of Alphee and Ratos to use its
best efforts (i) to cause the Issuer's registration statement No.
333-2680 on Forms S-4/S-1 filed in connection with the joint
proxy statement distributed to shareholders of AOL and the Issuer
describing the proposed Amalgamation (the "Registration
Statement") to include a prospectus (the "Prospectus") intended
to permit each of Alphee and Ratos to sell after the effective
date thereof (the "Effective Time") without restriction, at its
election, all or part of the shares of Common Stock received by
it in connection with the Amalgamation and (ii) to maintain the
continued effectiveness of the Registration Statement with
respect to such shares, including the Prospectus for use by
Alphee and Ratos, for a period of two years from the Effective
Time. At present, it is Alphee's intention, which intention is
subject to change at any time, to effect resales of the Common
Stock held by it from time to time through brokers or through
underwritten offerings. Alphee and Ratos have notified the
Issuer that they have engaged Merrill Lynch & Co. as lead manager
in a proposed underwritten secondary offering of up to 4,658,207
and 3,617,207 shares of Common Stock of Alphee and Ratos,
respectively. The underwriting arrangements between Alphee and
Ratos and the underwriters will be set forth in purchase
agreements based upon Merrill Lynch & Co.'s customary form for
similar offerings, as further described in the preliminary
prospectus supplement dated April 30, 1996 (the "Preliminary
Prospectus Supplement") with respect to the proposed underwritten
secondary offering. The terms of the underwriting and the timing
of the proposed offering are subject to negotiation among Alphee,
Ratos and the underwriters and to other forces beyond Alphee's
control, including share price and other market conditions, and
there can be no assurance that the offering as currently proposed
will ultimately be effected in part or in whole.
Except as set forth above, Alphee 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, subparts (a)
through (j).
Item 5. Interest in Securities of Issuer.
(a) - (b) Alphee beneficially owns 4,708,248 shares of
Common Stock representing 6.9% of the outstanding Common Stock,
based on the Issuer's most recent filing with the Commission.
Alphee has sole power to vote and to dispose of the shares of
Common Stock owned by Alphee. Almabo is the ultimate beneficial
owner of the shares of Common Stock held by Alphee, although as
described under Item 2 above, Philippe Saverys and/or Nicolas
Saverys, respectively, the Chairman and a director of Almabo, may
be deemed to be, individually or jointly, the beneficial owners
of the shares of Common Stock held by Alphee. The Messrs.
Saverys disclaim any such beneficial ownership.
To the best of Alphee's knowledge, Forvaltnings AB
Ratos ("Ratos"), a Swedish corporation whose principal office and
place of business is located at Drottningsgatan 2 Stockholm,
Sweden, owns an aggregate of 3,667,207 shares of Common Stock on
the date hereof, representing 5.4% of the outstanding Common
Stock. Ratos acquired such shares pursuant to the Amalgamation.
Based on the Shareholders Agreement Alphee and Ratos
may be deemed to be a group for purposes of their respective
beneficial ownership of Common Stock. However, Alphee disclaims
membership in a group with Ratos for purposes of their respective
beneficial ownership of Common Stock and disclaims beneficial
ownership of any shares of Common Stock held by Ratos.
To the best knowledge of Alphee, except for Ratos, none
of the persons named in Item 2 has the sole or shared power to
vote or the sole or shared power to dispose of any shares of
Common Stock.
(c) Alphee has not sold any shares of Common Stock.
To the best knowledge of Alphee, no transactions in shares of
Common Stock were effected during the past 60 days by any other
person identified in Item 2.
(d) - (e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Alphee, together with Ratos, has entered into a
Shareholders Agreement with Diamond, as described in Item 4
above, a copy of which was filed as Exhibit 10.5 to the
Registration Statement.
At the request of Alphee and Ratos, the Issuer has
prepared the Preliminary Prospectus Supplement for use in
connection with a proposed underwritten offering by Alphee and
Ratos of up to 4,658,248 and 3,617,207 shares of Common Stock,
respectively, including exercise by the underwriters of over-
allotment options granted by Alphee and Ratos.
To the best knowledge of Alphee, no other contracts,
arrangements, understandings or relationships with respect to the
shares of Common Stock exist between or among the persons named
in Item 2.
Item 7. Exhibits.
None.
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS
OF
ALPHEE AND ALMABO
The names of the members of the boards of directors and
Executive Officers of Alphee S.A. and Almabo N.V. and their
present principal occupations are set forth below. Unless
otherwise indicated, each individual is a citizen of the Kingdom
of Belgium and the business address of each person is De
Gerlachekaai, 20, 2000 Antwerpen, Belgium.
1. ALPHEE S.A.
11, Avenue de la Gare
Luxembourg
Name and Position Held Principal Occupations
Nicolas Saverys Director of Almabo,
- Director CMB and Alphee
Ludwig Criel Director of Almabo,
- Director CMB, IMI and Alphee
Jean-Paul Kill Director of IMI and
11, Avenue De La Gare Alphee
Luxembourg
Nationality: Luxembourg
- Director
Ludo Beersman Director of Alphee,
- Director Employee of CMB
Philippe Waterkeyn Director of Alphee,
- Director Employee of CMB
Patrick de Brabandere Director of Alphee,
- Director Employee of CMB
Wim Dekeyser Director of Alphee,
- Director Employee of CMB
Erwin Joos Director of Alphee,
- Director Employee of CMB
Frank Geerts Director of Alphee,
- Director Employee of CMB
Karel Stes Director of Alphee,
- Director Employee of CMB
Peter Raes Director of Alphee,
- Director Employee of CMB
Leo Cappoen Director of Alphee,
- Director Employee of CMB
Ole Gjostol Director of Alphee,
- Director Employee of CMB
Philippe Scharpe Director of Alphee,
- Director Employee of CMB
Jean-Pierre Massart Director of Alphee,
- Director Employee of CMB
Dirk Oylslager Director of Alphee,
- Director Employee of CMB
2. ALMABO
De Gerlachekaai, 20
2000 Antwerpen, Belgium
Name and Position Held Principal Occupations
Philippe Saverys Director of Almabo,
- Director CMB and IMI
Nicolas Saverys Director of Almabo,
- Director CMB and Alphee
Marc Saverys Director of Almabo and
- Director CMB
Virginie Saverys Director of Almabo
- Director and CMB
Ludwig Criel Director of Almabo,
- Director CMB, IMI and Alphee
Guy De Brabandere Director of Almabo
- Director
Yves Brasseur Director of Almabo
- Director
Didier Vleurinck Director of Almabo
- Director and CMB
Jacques Van Damme Director of Almabo
- Director and CMB
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 correct.
May 9, 1996
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(date)
/s/ Jean-Paul Kill
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(Signature)
Director
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(Name/Title)