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.
(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 2
ATWOOD OCEANICS, INC.
15835 PARK TEN PLACE DRIVE
HOUSTON, TEXAS 77084
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Houston, Texas
January 18, 1995
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 9, 1995, 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, 1994 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 3
ANNUAL MEETING OF SHAREHOLDERS
ATWOOD OCEANICS, INC.
_______________
PROXY STATEMENT
_______________
January 18, 1995
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, 1994 will be entitled to
vote at the Annual Meeting of Shareholders to be held February 9, 1995 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 18, 1995.
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, 1994, 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 4
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, 1994 (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) 590,100 8.96%
FLA Asset Management, Inc. (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)
CIGNA Corporation (3)
One Liberty Place
1601 Chestnut
Philadelphia, PA 19192
Page 5
R.B. Haave Associates, Inc. (4) 498,400 7.57%
270 Madison Avenue
13th Floor
New York, New York 10016
FMR Corp (5) 489,400 7.43%
Edward C. Johnson 3d (5)
82 Devonshire Street
Boston, MA 02109
Lindner Fund, Inc. (6) 362,000 5.50%
Ryback Management Corporation (6)
7711 Cardonelet Ave.
St. Louis, Mo. 63105
Wanger Asset Management, Ltd. (7) 348,500 5.29%
Wanger Asset Management, L.P. (7)
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 disclaimed beneficial
ownership of the Common Stock owned by these companies.
(2) FLA Asset Management, Inc. is a subsidiary of Forstmann-Leff
Associates Inc. Forstmann-Leff Associates, Inc. has sole voting
power with respect to 348,900 shares, shared voting power with
respect to 14,500 shares, sole dispositive power with respect to
468,000 shares and shared dispositive power with respect to
121,200 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 14,500 shares and shared
dispositive power with respect to 121,200 shares of the Company's
Common Stock. The foregoing information was obtained from an
Amendment No. 4 to Schedule 13G dated January 12, 1994 filed with
the Securities and Exchange Commission by Forstmann-Leff
Associates, Inc. and FLA Asset Management, Inc.
(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
Page 6
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) R. B. Haave Associates, Inc. has sole voting and dispositive
power with respect to 498,400 shares of the Company's Common
Stock. The foregoing information was obtained from an Amendment
No. 1 to Schedule 13G dated January 6, 1994 filed with the
Securities and Exchange Commission by R. B. Haave Associates,
Inc.
(5) FMR Corp. has sole voting power with respect to 375,900 shares
and sole dispositive power with respect to 489,400 shares of the
Company's Common Stock. Edward C. Johnson 3d has sole
dispositive power with respect to 489,400 shares of the Company's
Common Stock. The foregoing information was obtained from an
Amendment No. 4 to Schedule 13G dated February 11, 1994 filed
with the Securities and Exchange Commission by FMR Corp. adjusted
by 180,900 shares reported as sold by FMR Corp. during the
quarter ended September 30, 1994 in a document prepared by The
Nasdaq Stock Market for the Company. It was assumed that FMR
Corp. had sole voting power and that FMR Corp. and Edward C.
Johnson each had sole dispositive power with respect to 180,900
shares sold; therefore, the reported data in Amendment No. 4 were
accordingly adjusted.
(6) Lindner Fund, Inc. ("LFI") and Ryback Management Corporation
("RMC") have no sole voting or dispositive power with respect to
any shares of the Company's Common Stock, and each has shared
voting and dispositive power with respect to 362,000 shares of
the Company's Common Stock. The foregoing information was
obtained from Schedule 13G dated February 4, 1994 filed with the
Securities and Exchange Commission by RMC.
(7) 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 voting and
dispositive powers with respect to 348,500 shares of the
Company's Common Stock. The foregoing information was obtained
from an Amendment No. 1 to Schedule 13G dated February 10, 1994
filed with the Securities and Exchange Commission by WAM LTD. and
WAM L.P.
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, 1994 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
Page 7
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 7,700 (3) (2)
James M. Holland 7,017 (4) (2)
Larry P. Till 5,950 (3) (2)
Glen P. Kelley 5,800 (3) (2)
All directors and executive officers
as a group (9 persons) 26,467 (5) (2)
____________
(1) See Note (1) on page 5 for more information.
(2) Less than 1%.
(3) All of such shares may be acquired upon the exercise of options.
(4) Includes 5,950 shares which may be acquired upon the exercise of
options.
(5) Includes 25,400 shares which may be acquired upon the
exercise of options.
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, 1994 are indicated opposite his
name.
Date of
First
Name Offices Held Election Age
John R. Irwin President and Chief March 49
Executive Officer 1993
James M. Holland Senior Vice President October 49
and Secretary 1988
Glen P. Kelley Vice President - October 46
Contracts and 1988
Administration
Larry P. Till Vice President - November 50
Page 8
Operations 1992
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.
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 53
1990 1996
Page 9
George S. Dotson Director February February 54
1988 1996
Walter H. Helmerich, III Director April February 71
1970 1996
Hans Helmerich Director February February 36
1989 1996
John R. Irwin Director, November February 49
President 1992 1996
and Chief
Executive
Officer
William J. Morrissey Director November February 67
1969 1996
At all times during the previous five years, Mr. Burgess has served as
Chief Financial Officer (Senior Vice President) for CIGNA Investment
Division, 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.
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.
At all times during the previous five years, Mr. Walter H. Helmerich,
III has served as the 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. 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 Bank & Trust Company of Tulsa, N.A., Liberty Bancorp, Inc.
and Caterpillar Inc. He is the father of Mr. Hans Helmerich, who is also a
director of the Company.
At all times during the previous five years, Mr. Hans Helmerich has
served as the 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. 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 fifteen 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
Page 10
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.
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 1994, 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 1994,
there was one meeting of the Compensation Committee.
There were four meetings of the Board of Directors held during fiscal
1994, 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)
Page 11
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.
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, 1994, 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.
Fiscal year 1994 was the Company's first profitable year since 1989.
However, since 1994 compensation was based upon operating performance
through 1993 (which reflected significant improvement over prior year, but
still not at a profitable level), executive officers' compensation was
again primarily limited to base salary with no bonus plan. Prior to the
downturn in the offshore drilling industry, the Company did have a deferred
salary bonus plan that was linked to profitability. The increase in the
1994 salaries of the executive officers were limited to seven percent or
less.
During 1994, 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
As was the case with other officers, Mr. Irwin's compensation for
fiscal year 1994 was primarily limited to base salary. His 1994 base
salary was increased seven percent, which is in line with the other
officers. 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, 1994 Hans Helmerich
PAGE 12
Compensation Committee Interlocks and Insider Participation
No member of the Compensation Committee of the Board of Directors of
the Company was, during the 1993-4 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 1993-4 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.
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 1994 159,000 --- --- 4,000 17,318
President and 1993 148,583 --- --- 6,000 16,392
Chief Executive 1992 131,397 --- --- 6,000 14,620
Officer
(Elected Pres-
ident on Nov.
1, 1992)
Larry P. Till 1994 110,133 --- --- 2,700 13,056
Vice President- 1993 104,594 2,000 --- 4,500 12,080
Operations 1992 98,736 --- --- 4,000 11,492
Page 13
James M. Holland 1994 104,871 --- --- 2,700 12,531
Senior Vice 1993 99,006 --- --- 4,500 11,260
President 1992 95,079 --- --- 4,000 10,781
Glen P. Kelley 1994 88,863 --- --- 2,700 6,880
Vice President- 1993 83,010 1,500 --- 4,500 2,546
Contracts and 1992 78,465 --- --- 4,000 2,435
Administration
_____________________
(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 1994, 1993 and 1992 of $15,900, $14,858,
and $13,140, respectively; Company paid term life and insurance
premiums ("TLIP") for 1994, 1993 and 1992 of $1,418, $1,534, and
$1,480, respectively; (ii) Mr. Till: Annual Company contribution to
the DCP for 1994, 1993, and 1992 of $11,013, $10,459, and $9,874
respectively; Company paid TLIP for 1994, 1993, and 1992 of $2,043,
$1,621, amd $1,618, respectively; (iii) Mr. Holland: Annual Company
contributions to the DCP for 1994, 1993, and 1992 of $10,488,
$9,901, and $9,508 respectively; Company paid TLIP for 1994,
1993, and 1992 of $2,043, $1,359, and $1,273 respectively;
(iv) Mr. Kelley: Annual Company contribution to the DCP for
1994, 1993, and 1992 of $ 5,935, $1,660, and $1,569
respectively; Company paid TLIP for 1994, 1993, and 1992 $945, $886,
and $866, respectively.
Option Grants Table
Potential Realizable
Value at Assumed
Annual Rates of
Stock Price Apprec-
iation for Option
Individual Grants Made in Fiscal 1994 Term
Percentage
Number of of Total
Securities Options
Underlying Granted
Options To Employ-
Granted ees in Exercise
(A,B,C) Fiscal Price Expira-
Name (#) Year ($/Share) tion Date 5% ($) 10% ($)
Irwin 4,000 9.1% 13.375 6/2/99 15,630 34,820
Till 2,700 6.1% 13.375 6/2/99 10,550 23,500
Holland 2,700 6.1% 13.375 6/2/99 10,550 23,500
Kelley 2,700 6.1% 13.375 6/2/99 10,550 23,500
Page 14
----------------------
(A) These options were granted on March 3, 1994 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.
(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 Unexcercised
on Exercise dur- Options at In-the-Money Options
Name ing Fiscal 1994 Sept. 30, 1994 at Sept. 30, 1994 (A)
(#) (#) ($)
Exercisable/ Exercisable/
Unexercisable Unexercisable
Irwin --- 7,300/22,700 $4,810/$27,940
Till --- 5,550/17,150 $3,250/$20,060
Holland --- 5,550/17,150 $3,250/$20,060
Kelley --- 5,400/16,800 $3,250/$20,060
-------------
(A) "In-the-money" options include only those options for which the
various option exercise prices do not exceed the $12.875 per share
market value of the Company's common stock at September 30, 1994.
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 09/30/89 09/29/90 09/28/91 09/30/92 09/30/93 09/30/94
ATWOOD OCEANICS, INC. 100.0 109.6 52.9 55.9 63.2 81.6
PAGE 15
CRSP Index for
Nasdaq Stock Market
(U.S. Companies) 100.0 74.4 117.0 131.1 171.7 172.2
CRSP Index for
Nasdaq Stocks
(SIC 1380-1389) 100.0 111.3 88.4 72.1 114.6 105.7
ASSUMES $100 INVESTED ON OCTOBER 1, 1989
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING SEPTEMBER 30
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, 1993 through September 30, 1994, all filing
requirements applicable to its officers, directors and greater than ten-
percent beneficial owners were complied with.
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") and Atwood Falcon I Ltd. ("Falcon").
Deep Seas and Falcon 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
and Falcon to reflect, among other things, revised methods for funding and
exiting Deep Seas. Cash shortfalls of Deep Seas are funded equally by PICD
and the Company. At September 30, 1994, Deep Seas is obligated to repay
the Company approximately $18 million and PICD approximately $13 million
pursuant to subordinated promissory notes which mature February 16, 2011,
Page 16
resulting primarily from funding cash shortfalls. Deep Seas' bank lenders
consented to the limited partnership amendments and modified and restated
the Deep Seas loan documents to coordinate with the amendments to the
limited partnership documents.
Upon being awarded a term contract in August 1994, the Company and
Helmerich & Payne, Inc. (H&P) (current owner in conjunction with its
wholly-owned subsidiary, Helmerich & Payne International Drilling Co., of
24.31% of the Company's common stock) entered into a joint venture
agreement to construct a new generation platform rig which is scheduled to
commence operating in offshore Australia in early 1996. H&P will manage
the design, construction, testing and mobilization of the new rig; while
the Company will manage the initial installation and daily operation of the
new rig. The Company and H&P each have a fifty percent interest in the
joint venture. At September 30, 1994, the Company had invested $310,000 in
this $26 million project, with an estimated total investment by the Company
to be approximately $13 million. Three of the Company's directors, namely
Walter H. Helmerich III, Hans Helmerich and George S. Dotson are directors
and executive officers of H&P.
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.
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 20, 1995 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
Page 17
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, 1994 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 18, 1995
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 9, 1995
The undersigned, having received the Notice of Meeting and Proxy
statement dated January 18, 1995, 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, 1994 at the Annual Meeting of the Shareholders of
the Company to be held February 9, 1995, 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 18
(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.
