PAGE 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant [x]
Filed by a party other than the registrant []
Check the appropriate box:
[] Preliminary proxy statement
[x] Definitive proxy statement
[] Definitive additional materials
[] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ATWOOD OCEANICS, INC.
(Name of Registrant as Specified in Its Charter)
ATWOOD OCEANICS, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i)(l), or
14a-6(j)(2).
[] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[] Fee computed on table below per Exchange Act Rules
14-a6(i)(4) and 0-11.
(1) Title of each class of securities to which transactions
applies: N/A
(2) Aggregate number of securities to which transaction
applies: N/A
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11: N/A
(4) Proposed maximum aggregate value of transaction: N/A
[] 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.
PAGE 2
(1) Amount previously paid: N/A
(2) Form, schedule or registration statement no.: N/A
(3) Filing party: N/A
(4) Date filed: N/A
<PAGE>
PAGE 3
ATWOOD OCEANICS, INC.
15835 PARK TEN PLACE DRIVE
HOUSTON, TEXAS 77084
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Houston, Texas
January 17, 1994
To the Shareholders of
ATWOOD OCEANICS, INC.:
Notice is hereby given that, pursuant to the provisions of the By-laws of
Atwood Oceanics, Inc., the Annual Meeting of the Shareholders of Atwood
Oceanics, Inc. will be held at the main offices of Atwood Oceanics, Inc.,
15835 Park Ten Place Drive, in the City of Houston, Texas 77084, at 10:00
o'clock A.M., Houston Time, on Thursday, February 10, 1994, for the following
purposes:
1. To elect six (6) members of the Board of Directors for the term of
office specified in the accompanying Proxy Statement.
2. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Shareholders of record at the close of business on December 31, 1993 will be
entitled to notice of and to vote at the Annual Meeting.
Shareholders are cordially invited to attend the meeting in person. Those
who will not attend are requested to sign and properly mail the enclosed
proxy for which a stamped return envelope is provided.
By Order of the Board of Directors
JAMES M. HOLLAND, Secretary
<PAGE>
PAGE 4
ANNUAL MEETING OF SHAREHOLDERS
ATWOOD OCEANICS, INC.
_______________
PROXY STATEMENT
_______________
January 17, 1994
SECURITY HOLDERS ENTITLED TO VOTE
Holders of shares of common stock, par value $1.00 ("Common Stock") of
Atwood Oceanics, Inc., (hereinafter sometimes called the "Company") of record
at the close of business of December 31, 1993 will be entitled to vote at the
Annual Meeting of Shareholders to be held February 10, 1994 at 10:00 o'clock
A.M., Houston Time, at the main offices of Atwood Oceanics, Inc., 15835 Park
Ten Place Drive, Houston, Texas, 77084 and at any and all adjournments
thereof.
Shareholders who execute proxies retain the right to revoke them at any
time before they are voted. A proxy, when executed and not so revoked, will
be voted in accordance therewith. This proxy material is first being mailed
to shareholders on January 17, 1994.
PERSONS MAKING THE SOLICITATION
This proxy is solicited on behalf of the Board of Directors of Atwood
Oceanics, Inc. In addition to solicitation by mail, the Company may request
banks, brokers and other custodians, nominees and fiduciaries to send proxy
material to the beneficial owner of stock and to secure their voting
instructions, if necessary. Further solicitation of proxies may be made by
telephone, telegram, or oral communication with some shareholders of the
Company, following the original solicitation. All such further solicitation
will be made by regular employees of the Company and the cost will be borne
by the Company.
VOTING SECURITIES
At the close of business on December 31, 1993, the time which has been
fixed by the Board of Directors as the record date for determination of
shareholders entitled to notice of and to vote at the meeting, there were
6,582,613 shares of Common Stock of the Company outstanding. The election as
directors of the persons nominated in this proxy statement will require the
vote of the holders of a majority of the shares entitled to vote and
represented in person or by proxy at a meeting at which a quorum is present.
Abstentions and broker non-votes (which result when a broker holding shares
for a beneficial owner has not received timely voting instructions on certain
matters from such beneficial owner are counted for purposes of determining
the presence or absence of a quorum for the transaction of business, but will
operate to prevent approval of the election of the directors nominated in
this Proxy Statement to the same extent as a vote withholding authority to
vote for the election of directors so nominated. Each share of Common Stock
entitles its owner to one vote except with respect to the election of
PAGE 5
directors. With respect to the election of directors, each shareholder has
the right to vote in person or by proxy the number of shares registered in
his name for as many persons as there are directors to be elected, or to
cumulate such votes and give one candidate as many votes as shall equal the
number of directors to be elected multiplied by the number of his shares, or
to distribute the votes so cumulated among as many candidates as he may
desire. In the event of cumulative voting, the candidates for directors
receiving the highest number of votes, up to the number of directors to be
elected, shall be elected.
If a shareholder desires to exercise his right to cumulate votes for
directors, the laws of the State of Texas, the State in which the Company is
incorporated, require the shareholder to give the Secretary of the
Company written notice of such intention on or before the day preceding the
meeting. Such notice should be sent to: Atwood Oceanics, Inc., P. O. Box
218350, Houston, Texas 77218, Attention: James M. Holland. If any
shareholder gives such notice, all shareholders have the right to use
cumulative voting at the meeting. The persons appointed by the enclosed form
of proxy are not expected to exercise the right to cumulate votes for
election of the directors named elsewhere in this Proxy Statement, although
such persons shall have discretionary authority to do so.
PRINCIPAL SHAREHOLDERS
The following table reflects certain information known to the Company
concerning persons beneficially owning more than 5% of the outstanding Common
Stock of the Company as of December 31, 1993 (except as otherwise indicated).
The information set forth below (other than with respect to Helmerich & Payne
International Drilling Co. and Helmerich & Payne, Inc.) is based on materials
furnished to the Company in connection with Securities and Exchange
Commission filings by or on behalf of the shareholders named below, as of
various dates during the Company's fiscal year. Unless otherwise noted, each
shareholder listed below has sole voting and dispositive power with respect
to the shares listed.
Name and Address Shares Owned Percent
Beneficially of Class
Helmerich & Payne Intl. Drilling Co.(1) 820,124 12.46%
Utica at 21st
Tulsa, Oklahoma
Helmerich & Payne, Inc.(1) 779,876 11.85%
Utica at 21st
Tulsa, Oklahoma
Forstmann-Leff Associates Inc. (2) 1,102,250 16.74%
FLA Asset Management, Inc. (2)
Stamford Advisers Corp. (2)
55 East 52nd Street
New York, New York 10055
Insurance Company of North America (3) 564,395 8.57%
Connecticut General Life Insurance Company (3)
Philadelphia Investment Corporation
of Delaware (3)
PAGE 6
CIGNA Corporation (3)
One Liberty Place
1601 Chestnut
Philadelphia, PA 19192
FMR Corp (4) 582,400 8.85%
Edward C. Johnson 3d (4)
82 Devonshire Street
Boston, MA 02109
R.B. Haave Associates, Inc. (5) 476,500 7.24%
270 Madison Avenue
13th Floor
New York, New York 10016
Wanger Asset Management, Ltd. (6) 348,500 5.29%
Wanger Asset Management, L.P.
227 West Monroe
Suite 3000
Chicago, Illinois 60606
___________________
(1) Walter H. Helmerich, III is Chairman and a director, and Hans
Helmerich, son of Walter H. Helmerich, III, is President, Chief
Executive Officer and a director, respectively, of Helmerich &
Payne, Inc. Messrs. Walter H. Helmerich, III and Hans Helmerich,
together with other family members and the estate of W.H.
Helmerich, deceased, are controlling shareholders of Helmerich &
Payne, Inc., which with its wholly-owed subsidiary, Helmerich &
Payne International Drilling Co., owns of record and beneficially
1,600,000 shares of Common Stock of the Company. Messrs. Walter H.
Helmerich, III and Hans Helmerich have denied beneficial ownership
of the Common Stock owned by these companies.
(2) FLA Asset Management, Inc. and Stamford Advisers Corp. are
subsidiaries of Forstmann-Leff Associates Inc. Forstmann-Leff
Associates, Inc. has sole voting power with respect to 642,700
shares, shared voting power with respect to 92,850 shares, sole
dispositive power with respect to 898,400 shares and shared
dispositive power with respect to 203,850 shares of the Company's
Common Stock. FLA Asset Management, Inc. has no sole voting or
dispositive power with respect to any shares of the Company's
Common Stock, and has shared voting power with respect to 40,850
shares and shared dispositive power with respect to 151,850 shares
of the Company's Common Stock. Stamford Advisers Corp. has no sole
voting or dispositive power with respect to any shares of the
Company's Common Stock, and has shared voting power and shared
dispositive power with respect to 52,000 shares of the Company's
Common Stock. The foregoing information was obtained from an
Amendment No. 3 to Schedule 13G dated February 10, 1993 filed with
the Securities and Exchange Commission by Forstmann-Leff
Associates, Inc., FLA Asset Management, Inc. and Stamford Advisers
Corp.
<PAGE>
PAGE 7
(3) Insurance Company of North America ("INA"), Connecticut General
Life Insurance Company ("CG") and Philadelphia Investment
Corporation of Delaware ("PICD") are indirect, wholly-owned
subsidiaries of CIGNA Corporation ("CIGNA"). Of the 564,395 shares
of Common Stock reflected as beneficially owned, INA has shared
voting and dispositive power with respect to 561,402 of such
shares, PICD has shared voting power with respect to 561,402 of
such shares and no dispositive power with respect to any of such
shares, and CIGNA has shared voting and dispositive power with
respect to all of such shares. The foregoing information was
obtained from an Amendment No. 2 to Schedule 13D dated February 27,
1992 and Form 4 Reports dated December 8, 1993 and December 9, 1993
filed with the Securities and Exchange Commission by INA, CG, PICD
and/or CIGNA.
(4) FMR Corp. has sole voting power with respect to 551,600 shares and
sole dispositive power with respect to 582,400 shares of the
Company's Common Stock. Edward C. Johnson 3d has sole dispositive
power with respect to 582,400 shares of the Company's Common Stock.
The foregoing information was obtained from an Amendment No. 3 to
Schedule 13G dated February 14, 1993 filed with the Securities and
Exchange Commission by FMR Corp.
(5) R. B. Haave Associates, Inc. has sole voting and dispositive power
with respect to 476,500 shares of the Company's Common Stock. The
foregoing information was obtained from Schedule 13G dated November
17, 1993 filed with the Securities and Exchange Commission by R. B.
Haave Associates, Inc.
(6) Wanger Asset Management, Ltd. ("WAM LTD") is the general partner of
Wanger Asset Management, L.P. ("WAM L.P."). WAM LTD. and WAM L.P.
have no sole voting or dispositive power with respect to any shares
of the Company's Common Stock, and have shared dispositive power
with respect to 348,500 shares of the Company's Common Stock. The
foregoing information was obtained from Schedule 13G dated February
15, 1993 filed with the Securities and Exchange Commission by WAM
LTD. and WAM L.P.
<PAGE>
PAGE 8
COMMON STOCK OWNED BY DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the amount of Common Stock beneficially
owned as of the close of business on December 31, 1993 by each of the
directors, by each of the named executive officers, and by all directors and
executive officers as a group. Unless otherwise indicated below, each of the
named persons and members of the group has sole voting and investment power
with respect to the shares shown.
Name of Director, Shares Owned Percent
Nominees or Group Beneficially of Class
Robert W. Burgess - 0.00%
George S. Dotson - 0.00%
Walter H. Helmerich, III (1) 0.00%
Hans Helmerich (1) 0.00%
William J. Morrissey - 0.00%
John R. Irwin 6,500 (3) (2)
James M. Holland 6,942 (4) (2)
Larry P. Till 4,675 (3) (2)
Glen P. Kelley 2,225 (3) (2)
Robert E. Turrentine 900 (2)
All directors and executive officers
as a group (10 persons) 21,242 (5) (2)
____________
(1) See Note (1) on page 4 for more information.
(2) Less than 1%.
(3) All of such shares may be acquired upon the exercise of options.
(4) Includes 5,875 shares which may be acquired upon the exercise of
options.
(5) Includes 19,275 shares which may be acquired upon the
exercise of options.
<PAGE>
PAGE 9
EXECUTIVE OFFICERS
Set forth below are the executive officers of the company. The office
held, date of first election to that office and the age of each officer as of
the close of business on December 31, 1993 are indicated opposite his name.
Date of
First
Name Offices Held Election Age
John R. Irwin President and Chief March 48
Executive Officer 1993
James M. Holland Senior Vice President October 48
and Secretary 1988
Glen P. Kelley Vice President - October 45
Contracts and 1988
Administration
Larry P. Till Vice President - June 49
Operations 1984
No family relationship exists between any of the above executive
officers. All officers of the Company serve at the pleasure of the Board of
Directors and may be removed at any time with or without cause.
Mr. Irwin joined the Company in July 1979, serving as Operations Manager
- - - - Technical Services. He was elected Vice President - Operations in November
1980, Executive Vice President in October 1988, President and Chief Operating
Officer in November 1992, and President and Chief Executive Officer in March
1993.
Mr. Holland joined the Company as Accounting Manager in April 1977. He
was elected Vice President - Finance in May 1981 and Senior Vice President
and Secretary in October 1988.
Mr. Kelley rejoined the Company in January 1983 as Manager of Operations
Administration. He was elected Vice President - Contracts and Administration
in October 1988.
Mr. Till joined the Company in February 1983 as General Manager -
Technical. He was elected Vice President - Technical Services in June 1984
and Vice President - Operations in November 1992.
<PAGE>
PAGE 10
ELECTION OF DIRECTORS
At the meeting six (6) Directors (leaving one position vacant) are to be
elected for terms of one year each. Although the Company's Bylaws provide
that the Board of Directors consists of seven (7) persons, the Company has
not yet identified a suitable nominee to fill the vacancy. Accordingly, only
six (6) persons are nominated for election as directors, and shares may not
be voted for a greater number of persons than the number of nominees named.
The persons named in the enclosed form of proxy (James M. Holland and
Larry P. Till) have advised that they will vote all shares represented by
proxies for the election of the six nominees for Director listed below,
unless authority to so vote is withheld by the shareholder. Such persons
will have the discretion to cumulate the votes of the shares represented by
proxy, although the exercise of such discretion is not expected. If any of
the nominees listed below becomes unavailable for any reason, the shares
represented by the proxies will be voted for the election of such person, if
any, as may be designated by the Board.
Present Served as
Position a Director
with the Continuously Term to
Nominees Company Since Extend to Age
Robert W. Burgess Director September February 52
1990 1995
George S. Dotson Director February February 53
1988 1995
Walter H. Helmerich, III Director April February 70
1970 1995
Hans Helmerich Director February February 35
1989 1995
John R. Irwin Director, November February 48
President 1992 1995
and Chief
Executive
Officer
William J. Morrissey Director November February 66
1969 1995
At all times during the previous five years, Mr. Burgess has served as
Chief Financial Officer (Senior Vice President) for CIGNA Investment
Management, CIGNA Companies. CIGNA is a diversified financial services
company with major businesses in insurance, health care, pensions and
investments. Mr. Burgess is not a director of any other publicly traded
company.
PAGE 11
At all times during the previous five years, Mr. Dotson has served as
Vice President - Drilling of Helmerich & Payne, Inc. and President of
Helmerich & Payne International Drilling Co., both located in Tulsa,
Oklahoma. Helmerich & Payne, Inc. is a diversified natural resources company
with divisions engaged in drilling, exploration, production and real estate
development. He serves as a director on the Board of Helmerich & Payne, Inc.
Mr. Walter H. Helmerich, III is Chairman of the Board of Helmerich &
Payne, Inc. of Tulsa, Oklahoma, which as a result of its ownership of Common
Stock of the Company, may be deemed an affiliate of the Company. From
December 1987 through December 1989, he also held the position of Chief
Executive Officer. In addition to the position Mr. Helmerich holds with
Helmerich & Payne, Inc., he serves as a director on the Boards of Liberty
Bank & Trust Company of Oklahoma City, N.A., Liberty Bancorp, Inc. and
Caterpillar Inc. He is the father of Mr. Hans Helmerich, who is also a
director of the Company.
Mr. Hans Helmerich is President and Chief Executive Officer as well as
a director of Helmerich & Payne, Inc. of Tulsa, Oklahoma, which as a result
of its ownership of Common Stock of the Company, may be deemed an affiliate
of the Company. From December 1987 through December 1989, he held the
position of President and Chief Operating Officer of Helmerich & Payne, Inc.
He is a son of Mr. Walter H. Helmerich, III.
Mr. Irwin has been employed by the Company in various executive
capacities for the last fourteen years. Mr. Irwin is not a director of any
other publicly traded company.
Mr. Morrissey served as Director and Vice Chairman of the Board of
Marine Corporation until the end of 1987 when Marine Corporation was acquired
by Banc One Corporation, Columbus, Ohio. Mr. Morrissey is currently retired
and is not a director of any other publicly traded company.
Pursuant to an agreement between the Company, several of its wholly-
owned subsidiaries, and several wholly-owned subsidiaries of
CIGNA Corporation (including Insurance Company of North America),
Philadelphia Investment Corporation of Delaware ("PICD") a wholly-owned
subsidiary of CIGNA Corporation, was given the right, under certain
circumstances, to nominate one person to be a member of the Board of
Directors of the Company. Pursuant to such right, and in accordance with the
terms and provisions of the Company's Bylaws, Mr. Burgess was nominated and
elected as a member of the Board of Directors of the Company in September
1990. Should Mr. Burgess resign or otherwise vacate his office, another
person appointed by PICD will be nominated to fill the unexpired term of
office.
<PAGE>
PAGE 12
The Company has standing Audit, Executive and Compensation committees.
The Audit Committee members are Messrs. Dotson and Morrissey. This Committee
functions to review in general terms the Company's accounting policies and
audit procedures and to supervise internal accounting controls. During
fiscal 1993, there was one meeting of the Audit Committee. The Executive
Committee, composed of Messrs. Dotson, Hans Helmerich and Irwin, meets
frequently, generally by telephone conference, for review of major decisions
and to act as delegated by the Board. The Compensation Committee's members,
Messrs. Hans Helmerich, Burgess and Dotson are responsible for administration
of the Company's Stock Option Plans, and for review and approval of all
salary and bonus arrangements. During fiscal 1993, there was one meeting of
the Compensation Committee.
There were four meetings of the Board of Directors held during fiscal
1993, all of which were regularly scheduled meetings. Each director
attended, during the time of their membership, at least seventy-five percent
of Board and Committee meetings.
EXECUTIVE COMPENSATION
As required by the Securities and Exchange Commission ("SEC") executive
compensation disclosure requirements under Item 402 of Regulation S-K, the
following compensation tables and other compensation information are
presented to enable shareholders to better understand the compensation of the
Company's executive officers.
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. The Committee is composed
of three independent, nonemployee directors. Following review and approval
by the Compensation Committee, all issues pertaining to executive
compensation are submitted to the full Board of Directors for approval.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ATWOOD
OCEANICS, INC. (A)
To: The Board of Directors
As members of the Compensation Committee, it is our duty to review
compensation levels of Company's executive officers and administer the
Company's stock option plan.
_________________________
(A) Notwithstanding SEC filings by the Company that have incorporated
or may incorporate by reference other SEC filings (including this
proxy statement) in their entirety, the Report of the Compensation
Committee shall not be incorporated by reference into such filings
and shall not be deemed to be "filed" with the SEC except as
specifically provided otherwise or to the extent required by Item
402 of Regulation S-K.
<PAGE>
PAGE 13
Compensation Policies for Executive Officers
In determining the compensation of the Company's executive officers, it is
the policy of the Committee to take into account all factors which it
considers relevant to the determination, including business conditions
prevailing generally and in the Company's industry during such year, the
Company's performance in such year in light of such conditions, and the
performance of the specific officer under consideration and the business area
of the Company for which such officer is responsible. For fiscal year ended
September 30, 1993, the compensation program for executive officers consisted
primarily of base salary, Company contributions to a contributory retirement
plan and granting of stock options.
For the past several years the worldwide offshore drilling market has
been adversely affected by an oversupply of drilling vessels which has
resulted in most companies within the industry incurring operating losses.
Accordingly, in recent years, since the Company has not been profitable,
executive officers' compensation has primarily been limited to base salary
with no bonus plan; however, in 1993 there were some bonuses given to two
officers who were closely involved in supervising the construction and start-
up of the SEAHAWK operation. Prior to the downturn in the offshore drilling
industry, the Company did have a deferred salary bonus plan that was linked
to profitability. Except for Mr. Irwin (discussed below) the increase in the
1993 salaries of the executive officers were limited to six percent or less.
In general, compensation levels for the Company's officers are at or below
median levels based upon comparative industry data.
During 1993, the Committee also considered stock options grants to each
of the executive officers of the Company. Each of those officers received
stock options which were based on his responsibilities and relative position
in the Company.
Chief Executive Officer Compensation
On November 1, 1992, Mr. Irwin, upon the retirement of Mr. Turrentine,
was elected president and chief operating officer, and in March 1993 he was
elected chief executive officer. As was the case with other officers, Mr.
Irwin's compensation for fiscal year 1993 was primarily limited to base
salary. However, commensurate with Mr. Irwin's promotion to president, his
1993 base salary was increased approximately thirteen percent compared to six
percent or less for the other officers. On the other hand, Mr. Irwin's 1993
base salary was approximately fifteen percent less than Mr. Turrentine's base
salary at the date of his retirement. Subsequent evaluations of Mr. Irwin's
compensation will be based upon the same criteria as set forth above with
respect to officers generally.
Compensation Committee
George S. Dotson
Robert W. Burgess
December 31, 1993 Hans Helmerich
<PAGE>
PAGE 14
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee of the Board of Directors of the
Company was, during the 1992-3 fiscal year, an officer or employee of the
Company or any of its subsidiaries, or was formerly an officer of the Company
or any of its subsidiaries or had any relationships requiring disclosure by
the Company under Item 404 of Regulation S-K.
During the Company's 1992-3 fiscal year, no executive officer of the
Company served as (i) a member of the compensation committee (or other board
committee performing equivalent functions) of another entity, one of whose
executive officers served on the Compensation Committee of the Board of
Directors, (ii) a director of another entity, one of whose executive officers
served on the Compensation Committee of the Company, or (iii) a member of the
compensation committee (or other board committee performing equivalent
functions) of another entity, one of whose executive officers served as a
director of the Company.
<PAGE>
PAGE 15
COMPENSATION TABLES
The SEC compensation disclosure rules require that various compensation
information be presented in various tables as set forth below.
Summary Compensation Table
Long
Term
Compen-
sation
Annual Compensation (Awards)
Name and Other
Principal Annual Stock All Other
Position Year Salary Bonus Compensation Options Compensation(A)
($) ($) ($) (#) ($)
John R. Irwin 1993 148,583 --- --- 6,000 16,392
President and 1992 131,397 --- --- 6,000 14,620
Chief Executive 1991 124,950 --- --- 10,000 13,925
Officer
(Elected Pres-
ident on Nov.
1, 1992)
Robert E. 1993 31,890 --- --- --- 1,516
Turrentine 1992 174,204 --- --- --- 21,663
President and 1991 166,605 --- --- --- 20,206
Chief Oper-
ating Officer
(until his
retirement on
Nov. 1, 1992)
Larry P. Till 1993 104,594 2,000 --- 4,500 12,080
Vice President- 1992 98,736 --- --- 4,000 11,492
Operations 1991 93,717 --- --- 7,500 10,936
James M. Holland 1993 99,006 --- --- 4,500 11,260
Senior Vice 1992 95,079 --- --- 4,000 10,781
President 1991 91,113 --- --- 7,500 10,308
Glen P. Kelley 1993 83,010 1,500 --- 4,500 2,546
Vice President- 1992 78,465 --- --- 4,000 2,435
Contracts and 1991 72,888 --- --- 7,500 2,306
Administration
_____________________
PAGE 16
(A) The amounts shown in the "All Other Compensation" column are derived
from the following:
(i) Mr. Irwin: Annual Company contributions to the defined contribution
plan ("DCP") for 1993, 1992 and 1991 of $14,858, $13,140 and $12,495,
respectively; Company paid term life and insurance premiums ("TLIP") for
1993, 1992 and 1991 of $1,534, $1,480 and $1,430, respectively; (ii)
Mr. Turrentine: Annual Company contributions to DCP for 1993, 1992 and
1991 of $1,466, $17,420 and $16,660, respectively; Company paid TLIP for
1993, 1992 and 1991 of $50, $4,243 and $3,546, respectively; (iii) Mr.
Till: Annual Company contribution to the DCP for 1993, 1992 and 1991 of
$10,459, $9,874 and $9,372 respectively; Company paid TLIP for 1993,
1992 and 1991 of $1,621, $1,618 and $1,564; (iv) Mr. Holland: Annual
Company contributions to the DCP for 1993, 1992 and 1991 of $9,901,
$9,508 and $9,112 respectively; Company paid TLIP for 1993, 1992 and
1991 of $1,359, $1,273 and $1,196 respectively; (v) Mr. Kelley: Annual
Company contribution to the DCP for 1993, 1992 and 1991 of $1,660,
$1,569 and $1,457 respectively; Company paid TLIP for 1993, 1992 and
1991 of $886, $866, and $849, respectively.
Option Grants Table
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price Apprec-
iation for Option
Individual Grants Made in Fiscal 1993 Term
Percentage
Number of of Total
Securities Options
Underlying Granted
Options To Employ-
Granted ees in Exercise
(A,B,C) Fiscal Price Expira-
Name (#) Year ($/Share) tion Date 5% ($) 10% ($)
Irwin 6,000 11.1% 10.75 6/3/98 18,780 41,940
Turrentine --- --- --- --- --- ---
Till 4,500 8.3% 10.75 6/3/98 14,085 31,455
Holland 4,500 8.3% 10.75 6/3/98 14,085 31,455
Kelley 4,500 8.3% 10.75 6/3/98 14,085 31,455
- - - ----------------------
(A) These options were granted on March 4, 1993 pursuant to the
Company's 1990 Stock Option Plan. Twenty-five percent of such
options become exercisable at each of two years, three years,
four years and five years, respectively, from the date of grant.
(B) The options were granted for a term of five years and three
months, subject to earlier termination in certain events related
to termination of employment.
PAGE 17
(C) Subject to certain conditions, the exercise price may be paid by
delivery of already owned shares, and tax withholding obligations
related to exercise may be paid by offset of underlying shares.
Option Exercises and Year End Value Table
Number of
Securities
Underlying
Shares Acquired Unexercised Value of Unexercised
on Exercise dur- Options at In-the-Money Options
Name ing Fiscal 1993 Sept. 30, 1993 at Sept. 30, 1993 (A)
(#) (#) ($)
Exercisable/ Exercisable/
Unexercisable Unexercisable
Irwin --- 6,500/25,500 0/$6,000
Turrentine --- 0/0 0/0
Till --- 4,675/19,325 0/$4,000
Holland --- 5,875/20,125 0/$4,000
Kelley --- 2,225/17,275 0/$4,000
- - - --------------------
(A) "In-the-money" options include only those options for which the various
option exercise prices exceed the $10.75 per share market value of the
Company's common stock at September 30, 1993.
Atwood Oceanics, Inc. Common Stock Price Performance Graph
COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG ATWOOD OCEANICS, INC., CENTER
FOR RESEARCH IN SECURITY PRICES ("CRSP") INDEX FOR NASDAQ STOCK MARKET AND
CRSP INDEX FOR NASDAQ STOCKS (SIC 1380-1389)
Index Description 09/30/88 09/29/89 09/28/91 09/30/92 09/30/93 09/30/93
ATWOOD OCEANICS, INC. 100.0 128.3 140.6 67.9 71.7 81.1
CRSP Index for
Nasdaq Stock Market
(U.S. Companies) 100.0 124.3 92.6 145.6 162.9 213.4
CRSP Index for
Nasdaq Stocks
(SIC 1380-1389) 100.0 113.5 124.6 99.0 79.0 125.0
ASSUMES $100 INVESTED ON OCTOBER 1, 1988
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEPTEMBER 30
(To the Company's knowledge, the constituents of the peer group index set
forth in the Company's proxy statement for the immediately preceding fiscal
year are also the constituents of the CRSP Index for NASDAQ stocks (SIC 1380-
1389) appearing in this proxy statement.)
PAGE 18
COMPLIANCE WITH SECTION (16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange
Commission. Officers, directors and greater than ten-percent shareholders
are required by the regulation to furnish the Company with copies of all
Section 16(a) forms they file.
Based solely on its review of the copies of such forms received by it,
or written representations from certain reporting persons that no Forms 5
were required for those persons, the Company believes that, during the period
from October 1, 1992 through September 30, 1993, all filing requirements
applicable to its officers, directors and greater than ten-percent beneficial
owners were complied with, except that (i) Messrs. John R. Irwin, James M.
Holland, and Pete L. Gonzalez each inadvertently neglected to timely file one
report with respect to a single event pertaining to the expiration of stock
options, but subsequently reported the stock option expirations on a Form 4;
(ii) Mr. Robert E. Turrentine, inadvertently neglected to timely file two
reports with respect to two events pertaining to the expiration of stock
options, but subsequently reported the stock option expirations on a Form 4;
and (iii) Cigna Corporation together with several of its direct and indirect
wholly-owned subsidiaries inadvertently neglected to timely file one report
with respect to two transactions involving the acquisition of units of a
collective investment trust fund holding securities of the Company, but
subsequently reported the acquisitions on a Form 4.
<PAGE>
PAGE 19
RELATED TRANSACTIONS
On January 18, 1990, the Company acquired all of the stock of two
corporations, each of which owns a 1% general partnership interest and a 49%
limited partner interest in one of two Texas limited partnerships, Atwood
Deep Seas, Ltd. ("Deep Seas Ltd.") and Atwood Falcon I Ltd. ("Falcon Ltd.").
Deep Seas Ltd. and Falcon Ltd. collectively own three semisubmersible
drilling rigs. The remaining 50% limited partnership interest in the two
limited partnerships are owned by subsidiaries of Philadelphia Investment
Corporation of Delaware ("PICD"), which are also indirect subsidiaries of
CIGNA Corporation ("CIGNA"). PICD and CIGNA currently are, but were not at
the time of the acquisition, beneficial owners of more than 5% of the Common
Stock of the Company. PICD and certain of its affiliates acquired ownership
of shares of the Company's Common Stock on September 26, 1990, in accordance
with the terms of various documents between the parties conditionally
amending the limited partnership agreements. Mr. Robert W. Burgess, a
designee of PICD, currently serves on the Board of Directors of the Company.
In November, 1992, the Company, PICD and certain of their respective
subsidiaries executed documents which formally amended the limited
partnership agreements and other related documents pertaining to Deep Seas
Ltd. and Falcon Ltd. to reflect, among other things, revised methods for
funding and exiting Deep Seas Ltd. Cash shortfalls of Deep Seas Ltd. are
funded equally by PICD and the Company. At September 30, 1993, Deep Seas
Ltd. is obligated to repay the Company approximately $16 million and PICD
approximately $12 million pursuant to subordinated promissory notes which
mature February 16, 2011, resulting primarily from funding cash shortfalls.
Deep Seas Ltd.'s bank lenders consented to the limited partnership amendments
and modified and restated the Deep Seas Ltd. loan documents to coordinate
with the amendments to the limited partnership documents.
DIRECTORS COMPENSATION
As compensation for services as a director of the Company, each director
not an officer and full time employee of the Company or any of its
subsidiaries is paid $2,000 per meeting for attendance of regular Board
meetings, and $250 per meeting for attendance of special Board and committee
meetings.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The independent public accounting firm of Arthur Andersen & Co. was selected
as auditors by the Company in 1970 and continues to serve in this capacity.
Representatives of Arthur Andersen & Co. will be present at the shareholders'
meeting, will have the opportunity to make a statement if they so desire and
will be available to respond to appropriate questions.
<PAGE>
PAGE 20
SHAREHOLDER PROPOSALS
Proposals by Shareholders of the Company intended to be presented at the
next Annual Meeting of the Shareholders must be received by the Company on or
before September 16, 1994 in order to be included in the next Proxy statement
and Form of Proxy relating to that meeting.
OTHER MATTERS
Management does not intend to bring any other matters before the meeting
and has not been informed that any matters are to be presented by others. In
the event any other matters properly come before the meeting, the persons
named in the enclosed form of proxy will vote the proxies in accordance with
their judgment on such matters.
If you do not contemplate attending the meeting in person, you are
respectfully requested to sign, date and return the accompanying proxy in the
enclosed, stamped envelope at your earliest convenience.
The Company will provide, without charge, upon written request of any
shareholder, a copy of its Annual Report on Form 10K including financial
statement schedules for the fiscal year ended September 30, 1993 as filed
with the Securities and Exchange Commission. Please direct such request to
James M. Holland, Secretary, Atwood Oceanics, Inc., P. O. Box 218350,
Houston, Texas 77218.
By order of the Board of Directors
/s/ John R. Irwin, President
Houston, Texas
January 17, 1994
<PAGE>
PAGE 21
FRONT SIDE OF PROXY
_________________________________________________________________
ATWOOD OCEANICS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS CALLED FOR
FEBRUARY 10, 1994
The undersigned, having received the Notice of Meeting and Proxy
statement dated January 17, 1994, appoints James M. Holland and Larry P. Till
and each or either of them as proxies, with full power of substitution, to
represent the undersigned and to vote all shares of the Common Stock of
Atwood Oceanics, Inc. standing in the undersigned's name on its books on
December 31, 1993 at the Annual Meeting of the Shareholders of the Company to
be held February 10, 1994, at the main offices of Atwood Oceanics, Inc.,
15835 Park Ten Place Drive, Houston, Texas 77084, 10:00 A.M., Houston Time,
and any adjournment thereof, as follows:
IF NO CONTRARY SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED WITH
AUTHORITY FOR THE ELECTION OF DIRECTORS
(PLEASE DATE AND SIGN ON REVERSE SIDE)
<PAGE>
PAGE 22
(BACK SIDE OF PROXY)
Please mark boxes in blue or black ink.
The proxies appointed herein may act by a majority of said proxies present at
the meeting (or if only one is present, by that one).
(1) ELECTION OF DIRECTORS PROPOSED BY THE COMPANY:
____FOR the nominees listed below ____WITHHOLD AUTHORITY for the nominees
listed below
NOMINEES:
ROBERT W. BURGESS WALTER H. HELMERICH, III WILLIAM J. MORRISSEY
GEORGE S. DOTSON HANS HELMERICH JOHN R. IRWIN
Authority to vote for any specific nominee for director may be withheld
by lining through or otherwise striking out such nominee's name.
(2) In their discretion, upon other matters that may properly come before
the meeting.
Management knows of no other matters that may properly be, or which are
likely to be, brought before the meeting. The persons named in this proxy or
their substitutes will vote in accordance with the recommendations of
management on such matters.
_____________ ____________________________
Date Signature of Shareholder
____________________________
Signature of Joint Shareholder
NOTE: Please sign exactly as name
appears above. When signing as
attorney, executor, administrator,
trustee or guardian, please give
full title. If stock is held in
the name of more than one person,
each joint owner should sign.
Please note any change of address.
