SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
________________
Form 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: MARCH 27, 1995
ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 0-6352
TEXAS 74-1611874
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
15835 Park Ten Place Drive 77084
Houston, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code:
713-492-2929
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ITEM 2. Acquisition or Disposition of Assets
On March 27, 1995, Atwood Oceanics, Inc. (the "Company") announced that
it has executed agreements to acquire from subsidiaries of Philadelphia
Investment Corporation of Delaware ("PICD") their 50 percent limited
partnership interest in Atwood Deep Seas, Ltd. ("Deep Seas") and the
drilling rig Falcon from Atwood Falcon I, Ltd. ("Falcon Ltd."). The two
Texas limited partnerships collectively own three semisubmersible
drilling rigs. Since January 1990, the Company's subsidiaries have
owned a one percent general partnership interest and a 49 percent
limited partnership interest in these two Texas limited partnerships.
The three third generation semisubmersibles Falcon, Eagle and Hunter
were constructed in 1983, 1982 and 1981, respectively. The Company has
managed the operations of the three semisubmersible drilling rigs since
1990. The drilling rigs are currently operating in China, Malaysia and
the Australia/Indonesia Zone of Cooperation.
Pursuant to the acquisition, the Company, through wholly-owned
subsidiaries and a limited partnership, will become the sole owner of
the Falcon, Eagle and Hunter for an aggregate purchase price, after
intercompany eliminations and liquidation of Falcon Ltd., consisting of
$13.3 million payable to the PICD subsidiary owning the other 50 percent
limited partnership interest in Deep Seas plus the issuance of a $3
million note payable to the same entity. The note is payable in four
annual $750,000 installments. In conjunction with this acquisition, the
Company will also contribute to equity in Deep Seas $7.9 million
principal amount of Deep Seas' long-term debt acquired by the Company in
1990 with a current discounted basis of $6.3 million. After the
contribution of this note, Deep Seas' long-term debt will consist of
$38.7 million in non-recourse loans from the bank group and will
continue to require quarterly principal payments of $750,000, with a
balloon payment of $29.7 million payable in March 1998. The actual
closing and funding of this purchase will occur upon completion of
documentation amending certain partnership and bank group loan
documents.
Pursuant to an agreement dated September 26, 1990, between the Company,
several of its wholly-owned subsidiaries, and several wholly-owned
subsidiaries of CIGNA Corporation, 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 directions of the
Company. Pursuant to such right, and in accordance with the terms and
provisions of the Company's Bylaws, Mr. Robert W. Burgess was elected
and continues to serve as a director of the Company.
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.
ATWOOD OCEANICS, INC.
(Registrant)
/s/James M. Holland
Senior Vice President
Date: 7 April 1995
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