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>
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ATWOOD OCEANICS, INC.
15835 PARK TEN PLACE DRIVE
HOUSTON, TEXAS 77084
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Houston, Texas
January 16, 1996
To the Shareholders of
ATWOOD OCEANICS, INC.:
Notice is hereby given that, pursuant to the provisions of the
Bylaws of Atwood Oceanics, Inc., the Annual Meeting of the
Shareholders of Atwood Oceanics, Inc. will be held at the
executive 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 8, 1996, 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 act upon shareholder proposal.
3. 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,
1995 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
promptly mail the enclosed proxy for which a stamped return
envelope is provided.
By Order of the Board of Directors
JAMES M. HOLLAND, Secretary
<PAGE>
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ANNUAL MEETING OF SHAREHOLDERS
ATWOOD OCEANICS, INC.
_______________
PROXY STATEMENT
_______________
January 16, 1996
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 on December 31,
1995 will be entitled to vote at the Annual Meeting of
Shareholders to be held February 8, 1996 at 10:00 o'clock A.M.,
Houston Time, at the executive 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
16, 1996.
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, 1995, 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 6,635,713 shares of Common Stock
of the Company outstanding. The election as directors of the
persons nominated in this proxy statement, as well as approval of
any other matters which may properly come before the meeting,
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
<PAGE>
Page 5
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 the
election of the directors nominated in this Proxy Statement or
the approval of such other matters as may properly come before
the meeting to the same extent as a vote withholding authority to
vote for the election of directors so nominated or a vote against
such other matters. Each share of Common Stock entitles its
owner to one vote except with respect to the election of
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,
1995 (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.
<PAGE>
Page 6
<TABLE>
<CAPTION>
<S> <C> <C>
Name and Address Shares Owned Percent
Beneficially of Class
Helmerich & Payne Intl.
Drilling Co.(1)----------------------- 820,124 12.36%
Utica at 21st
Tulsa, Oklahoma
Helmerich & Payne, Inc.(1)---------------- 779,876 11.75%
Utica at 21st
Tulsa, Oklahoma
Lindner Fund, Inc. (2)-------------------- 581,000 8.76%
Ryback Management Corporation (2)
7711 Cardonelet Ave.
St. Louis, Mo. 63105
Forstmann-Leff Associates Inc.(3)--------- 565,000 8.52%
FLA Asset Management, Inc. (3)
55 East 52nd Street
New York, New York 10055
FMR Corp (4)------------------------------ 484,600 7.30%
Edward C. Johnson 3d (4)
82 Devonshire Street
Boston, MA 02109
Ralph Wanger (5)-------------------------- 352,500 5.31%
Wanger Asset Management, Ltd. (5)
Wanger Asset Management, L.P. (5)
227 West Monroe
Suite 3000
Chicago, Illinois 60606
</TABLE>
___________________
(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
<PAGE>
Page 7
have disclaimed beneficial ownership of the Common
Stock owned by these companies.
(2) 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 581,000 shares of the
Company's Common Stock. The foregoing information was
obtained from Schedule 13G dated January 25, 1995 filed
with the Securities and Exchange Commission by RMC and
LFI.
(3) FLA Asset Management, Inc. is a subsidiary of
Forstmann-Leff Associates Inc. Forstmann-Leff
Associates, Inc. has sole voting power with respect to
319,500 shares, shared voting power with respect to
14,500 shares, sole dispositive power with respect to
446,400 shares and shared dispositive power with
respect to 118,600 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 118,600 shares of the Company's
Common Stock. The foregoing information was obtained
from an Amendment No. 5 to Schedule 13G dated February
13, 1995 filed with the Securities and Exchange
Commission by Forstmann-Leff Associates, Inc. and FLA
Asset Management, Inc.
(4) FMR Corp. has sole voting power with respect to 326,900
shares and sole dispositive power with respect to
484,600 shares of the Company's Common Stock. Edward
C. Johnson 3d has sole dispositive power with respect
to 484,600 shares of the Company's Common Stock. The
foregoing information was obtained from an Amendment
No. 5 to Schedule 13G dated February 13, 1995 filed
with the Securities and Exchange Commission by FMR
Corp.
(5) Wanger Asset Management, Ltd. ("WAM LTD") is the
general partner of Wanger Asset Management, L.P. ("WAM
L.P."). Ralph Wanger, 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 352,500
shares of the Company's Common Stock. The foregoing
information was obtained from an Amendment No. 2 to
Schedule 13G dated February 8, 1995 filed with the
Securities and Exchange Commission by Ralph Wanger, WAM
<PAGE>
Page 8
LTD. and WAM L.P. adjusted by 59,000 shares reported as
purchased by WAM L.P. since March 1995 in a report
prepared by CDA Equity Intelligence for the Company.
It was assumed that Ralph Wanger, WAM LTD. and WAM
L.P. had no sole voting or dispositive power, with each
having shared voting and dispositive power with respect
to the 59,000 shares purchased; therefore the reported
data in Amendment No. 2 to Schedule 13G were
accordingly adjusted.
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,
1995 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.
<TABLE>
<CAPTION>
Name of Director, Shares Owned Percent
Nominees or Group Beneficially of Class
<S> <C> <C>
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 13,200 (3) (2)
James M. Holland 7,417 (4) (2)
Larry P. Till 4,825 (3) (2)
Glen P. Kelley 2,450 (3) (2)
All directors and executive officers
as a group (9 persons) 27,892 (5) (2)
</TABLE>
____________
(1) See Note (1) on page 6 for more information.
(2) Less than 1%.
(3) All of such shares may be acquired upon the exercise of
options.
(4) Includes 6,350 shares which may be acquired upon the
exercise of options.
(5) Includes 26,825 shares which may be acquired upon the
exercise of options.
<PAGE>
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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,
1995 are indicated opposite his name.
<TABLE>
<CAPTION>
Date of
First
Name Offices Held Election Age
<S> <C> <C> <C>
John R. Irwin President and Chief March 50
Executive Officer 1993
James M. Holland Senior Vice President October 50
and Secretary 1988
Glen P. Kelley Vice President - October 47
Contracts and 1988
Administration
Larry P. Till Vice President - November 51
Operations 1992
</TABLE>
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>
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ITEM 1 - 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.
<TABLE>
<CAPTION>
Present Served as
Position a Director
with the Continuously Term to
Nominees Company Since Extend to Age
<S> <C> <C> <C> <C>
Robert W. Burgess Director September February 54
1990 1997
George S. Dotson Director February February 55
1988 1997
Walter H. Helmerich, III Director April February 72
1970 1997
Hans Helmerich Director February February 37
1989 1997
John R. Irwin Director, November February 50
President 1992 1997
and Chief
Executive
Officer
<PAGE>
Page 11
William J. Morrissey Director November February 68
1969 1997
</TABLE>
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.,
and Liberty Bancorp, 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 sixteen 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
<PAGE>
Page 12
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 1995, 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 1995, there was one meeting of the Compensation Committee.
There were four meetings of the Board of Directors held
during fiscal 1995, all of which were regularly scheduled
meetings. Each director attended, during the time of his
membership, at least seventy-five percent of Board and Committee
meetings.
ITEM 2 - SHAREHOLDER PROPOSAL
A shareholder, whose name, address and share ownership will
be furnished by the Company promptly upon request, has given
notice of its intention to introduce the following proposal at
the Annual Meeting.
Shareholder Proposal and Supporting Statement
We believe the employee and board composition of major
corporations should reflect the people in the work force and
marketplace of the 21st century if our company is going to remain
competitive. Our employees, customers and stockholders are now
made up of a greater diversity of backgrounds than ever before.
The report of the Department of Labor's 1995 bi-partisan Glass
Ceiling Commission, "Good For Business: Making Full Use of the
Nation's Human Capital," confirms diversity and inclusiveness in
the workplace has a positive impact on the bottom line. A report
of Standard and Poor 500 companies provided by Covenant Fund
<PAGE>
Page 13
revealed "...firms that succeed in shattering their own glass
ceiling racked up stock-market records that were nearly 2 1/2
times better than otherwise - comparable companies."
In 1994 the Investor Responsibility Research Center reported
inclusiveness at senior management and board levels was only 9%
of the fortune 500 companies in a comparable work force of 57%
diversity. The Glass Ceiling Commission reported that companies
are selecting from only half of the talent of our work force.
Therefore we urge our corporation to enlarge its search for the
best qualified board members by casting a wider net. If we are
to be prepared for the 21st century we must learn how to compete
in a growing diverse global market place by promoting and
selecting the best people regardless of race, gender or physical
challenge. We believe the judgements and perspectives of a
diverse board would serve to improve the quality of corporate
decision-making.
Since the board of directors is responsible for representing
shareholder interests in corporate meetings, a growing proportion
of stockholders is now attaching value to board inclusiveness. A
1994 Investor Responsibility Research Center survey revealed 37%
of respondents cited board diversity as the influencing factor
for supporting votes.
The Teachers Insurance and Annuity Association and College
Retirement Equities Fund, the largest institutional investor in
the United States, recently issued a set of corporate governance
guidelines including a call for "diversity of directors of
experience, sex, age and race."
Therefore be it resolved that shareholders request:
1. The nominating committee of the Board in its search for
suitable board candidates, make a greater effort to
find qualified women and minority candidates for
nomination to the Board of Directors.
2. The Board of Directors issue a statement publicly
committing the company to a policy of board
inclusiveness with a program of steps to take and the
timeline expected to move in that direction.
3. The Company issue a report by September 1996 at a
reasonable expense that includes a description of:
a) efforts to encourage diversified representation to
our Board of Directors
b) criteria for board qualification
c) the process of selecting the board candidates
d) the process of selecting the board committee
members.
<PAGE>
Page 14
Board of Directors' Response to Shareholder Proposal
The Company's Board of Directors unanimously recommends a
vote AGAINST the shareholder proposal.
Unlike many other public companies that have large boards of
directors, Atwood Oceanics, Inc. has taken a different approach.
To maintain a knowledgeable, effective and efficient board of
directors and to avoid unnecessary expenses, the number of
directors on the Company's board has ranged from six to seven
during the last ten years and is currently six. During this
period, the contract drilling industry in which the Company
competes has experienced significant challenges. Many challenges
still exist.
When selecting individuals for nomination to the Company's
Board of Directors, all qualified candidates are considered based
on their knowledge of and participation in the Company and the
industry in which the Company operates. The individuals
currently on the Company's Board bring to bear a collective 75
years of experience with the Company in fulfilling their duties.
The success of the Company under the guidance of its Board is
well documented. Under the experienced leadership of the current
Board during turbulent market conditions of the 80's and early
90's, the Company maintained a strong balance sheet and met all
of its obligations. In recent years, the Company has been
towards the top of the industry in earnings per share and cash
flow per share. The Board is now challenged to continue its
successful leadership of the Company through the current cycle of
fluctuating market conditions.
The shareholder proposal would require the Board of
Directors to make a greater effort to find women and minority
candidates, to issue a public statement committing the Company to
a policy of board inclusiveness and establishing a timetable for
achieving same, and to issue a report describing its efforts,
criteria and process of achieving board inclusiveness. Your
Board of Directors believes that the shareholder proposal (i) is
inappropriately restrictive, (ii) would unduly limit the Company
in its selection of directors, (iii) would involve significant
costs without any benefit, and (iv) would clearly be detrimental
to the best interests of the Company and its shareholders.
The Company's Board of Directors unanimously recommends a
vote AGAINST the shareholder proposal.
EXECUTIVE COMPENSATION
In accordance with the Securities and Exchange Commission
("SEC") executive compensation disclosure requirements under Item
<PAGE>
Page 15
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.
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 officers under consideration and the business area of
the Company for which such officer is responsible.
For fiscal year ended September 30, 1995, the compensation
program for executive officers consisted of base salary, year-end
bonus and Company contributions in a contributory retirement
plan. The Company's current compensation levels are within the
$1 million limitation on corporate tax deductions under Section
162(m) of the Internal Revenue Code of 1986, as amended, and the
Company intends to take the necessary steps in subsequent years
to ensure that the Company's future compensation package will
comply with such limits on compensation deductibility.
Operating results for 1994 and 1995 reflect significant
improvements over prior years. Fiscal year 1994 was the
Company's first profitable year since 1989 and highest profitable
level since 1983. Prior to 1994, as the result of adverse market
conditions and operating losses, compensation of executive
officers was primarily restricted to base salary, granting of
stock options and contributions to a retirement plan. In
recognition of the significant improvement in operating
performance, the Company awarded bonuses (ranging from $10,500 to
<PAGE>
Page 16
$12,750) and granted salary increases to each of the Company's
executive officers in December 1994.
Chief Executive Officer Compensation
Mr. Irwin's compensation for fiscal year 1995 included a
bonus of $25,000 in addition to an increase of approximately
$15,000 in his annual base salary. 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, 1995 Hans Helmerich
_________________________
(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 Committee Interlocks and Insider Participation
No member of the Compensation Committee of the Board of
Directors of the Company was, during the 1994-5 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 1994-5 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 17
COMPENSATION TABLES
The SEC compensation disclosure rules require that various
compensation information be presented in various tables as set
forth below.
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation
Long Term
Compensation
Other (Awards) All Other
Name and Principal Year Salary Bonus Annual Stock Compensation
Position Compensation Options (A)
$ $ $ (#) ($)
<S> <C> <C> <C> <C> <C> <C>
John R. Irwin 1995 174,150 25,000 --- --- 18,924
President 1994 159,000 --- --- 4,000 17,318
and Chief 1993 148,583 --- --- 6,000 16,392
Executive
Officer
Larry P. Till 1995 118,455 11,750 --- --- 13,888
Vice President 1994 110,133 --- --- 2,700 13,056
Operations 1993 104,594 2,000 --- 4,500 12,080
James M. Holland 1995 112,800 12,750 --- --- 13,323
Senior Vice 1994 104,871 --- --- 2,700 12,531
President 1993 99,006 --- --- 4,500 11,260
Glen P. Kelley 1995 95,880 10,500 --- --- 10,648
Vice President 1994 88,863 --- --- 2,700 6,880
Contracts 1993 83,010 1,500 --- 4,500 2,546
and
Administration
- ---------------------------
</TABLE>
(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 1995, 1994 and 1993 of $17,415, $15,900, and $14,858,
respectively; Company paid term life and insurance premiums ("TLIP") for
1995, 1994 and 1993 of $1,509, $1,418, and $1,534, respectively; (ii)
Mr. Till: Annual Company contribution to the DCP for 1995, 1994, and
1993 of $11,845, $11,013, and $10,459 respectively; Company paid TLIP
for 1995, 1994, and 1993 of $2,043, $2,043, and $1621, respectively;
(iii) Mr. Holland: Annual Company contributions to the DCP for 1995,
1994, and 1993 of $11,280, $10,488, and $9,901 respectively; Company
<PAGE>
Page 18
paid TLIP for 1995, 1994, and 1993 of $2,043, $2,043, and $1,359
respectively; (iv) Mr. Kelley: Annual Company contribution to the DCP
for 1995, 1994, and 1993 of $ 9,588, $5,935, and $1,660 respectively;
Company paid TLIP for 1995, 1994, and 1993 $1,060, $945, and $886,
respectively.
<TABLE>
<CAPTION>
Option Exercises and Year End Value Table
Number of
Securities
Underlying
Shares Acquired Unexercised Value of Unexercised
on Exercise Value Options at In-the-Money Options
Name during Fiscal Realized Sept. 30, 1995 at Sept. 30, 1995 (A)
1995
(#) ($) (#) ($)
Exercisable/ Exercisable/
Unexercisable Unexercisable
<S> <C> <C> <C> <C>
Irwin --- --- 13,200/16,800 $114,033/$146,167
Till 5,125 31,231 4,825/12,750 $ 39,304/$109,730
Holland 2,600 23,175 7,350/12,750 $ 58,003/$109,730
Kelley 5,475 37,713 4,325/12,400 $ 32,754/$107,651
-------------
</TABLE>
(A) At September 30, 1995, all option exercise prices were less than the
$20.69 per share market value of the Company's common stock; thus, all
options were "in the money".
<PAGE>
Page 19
ATWOOD OCEANICS, INC. COMMON STOCK PRICE PERFORMANCE GRAPH
Prior to 1995, the peer group data used in the stock price performance
graph was based upon the Center for Research in Security Prices ("CRSP") Index
for NASDAQ stocks (SIC 1380-1389). Since the NASDAQ stocks (SIC 1380-1389)
index includes companies involved in oil services other than drilling, it is
management's opinion that a more accurate peer group performance comparison
will be obtained through an index based on a self-determined peer group of
only drilling companies. A common stock price performance graph consistent
with prior year's index information, as well as a common stock price
performance graph based on the self-determined peer group of drilling
companies, is set forth below:
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS* AMONG ATWOOD OCEANICS, INC.,
THE CRSP INDEX FOR NASDAQ STOCK MARKET, AND THE CRSP INDEX FOR NASDAQ STOCKS
(SIC 1380-1389)
<S> <C> <C> <C> <C> <C> <C>
Index Description 09/28/90 09/30/91 09/30/92 09/30/93 09/30/94 09/30/95
ATWOOD OCEANICS, 100.00 48.3 51.0 57.7 74.5 111.1
INC.
CRSP Index for 100.0 157.3 176.3 231.0 232.9 320.7
NASDAQ Stock
Market
(U.S. Companies)
CRSP Index for 100.0 80.6 66.9 106.9 98.7 132.6
NASDAQ Stocks (SIC
1380-1389)
</TABLE>
<TABLE>
<CAPTION>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS* AMONG ATWOOD OCEANICS,
INC., CRSP INDEX FOR NASDAQ STOCK MARKET, AND THE PEER GROUP OF DRILLING
COMPANIES
<S> <C> <C> <C> <C> <C> <C>
Index Description 9/28/90 9/30/91 9/30//92 9/30/93 9/30/94 9/29/95
ATWOOD OCEANICS, 100.0 48.3 51.0 57.7 74.5 111.1
INC.
CRSP Index for 100.0 157.3 176.3 231.0 232.9 320.7
NASDAQ
Stock Market
(U.S. Companies)
Self-Determined
Peer Group 100.0 56.0 46.9 78.7 65.6 91.3
</TABLE>
<PAGE>
Page 20
Constituents of the Self-Determined Peer Group:
Arethusa Ltd. Dual Drilling Co.
Ensco International Inc. Falcon Drilling Company
Global Marine Inc. Marine Drilling Co. Inc.
Noble Drilling Corp. Reading & Bates Corp.
Rowan Companies, Inc. Sonat Offshore Drilling Inc.
* Assumes $1000 invested on September 28, 1990;
Total returns 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, and written representations from certain
reporting persons that no reports on Form 5 were required for
those persons, the Company believes that, during the period from
October 1, 1994 through September 30, 1995, all filing
requirements applicable to its officers, directors and greater
than ten-percent beneficial owners were complied with, except
that Mr. Glen P. Kelley filed a report on Form 4 which
incorrectly reported a stock option exercise and simultaneous
sale of 1825 shares, rather than the 1875 shares actually
exercised and sold.
RELATED TRANSACTIONS
Upon being awarded a term contract in August 1994, the
Company entered into a joint venture agreement with Helmerich &
Payne, Inc. ("H&P") (which together with its wholly-owned
subsidiary, Helmerich & Payne International Drilling Co., owns
24.11% of the Company's common stock) for the construction of
RIG-200, a new generation platform rig. Under the agreement, H&P
manages the design, construction, testing and mobilization of the
new rig and 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,
1995, the Company had invested $8.2 million in this $24 million
project, with an estimated total investment by the Company to be
<PAGE>
Page 21
approximately $12 million. RIG-200 was originally scheduled to
commence operating in offshore Australia in early 1996; however,
due to project delays in Australia unrelated to the Company's and
H&P's activities, the rig is now scheduled to commence operating
in early 1997. 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.
Effective December 31, 1994, the Company acquired a third-
generation semisubmersible drilling rig from one 50 percent owned
Texas limited partnership, and the other 50 percent limited
partner's interest in another 50 percent owned Texas limited
partnership which owns two third-generation semisubmersible
drilling rigs, for an aggregate purchase price of approximately
$36 million, consisting of approximately $13 million cash, a $3
million promissory note, and assumption of approximately $20
million in long-term notes payable to a bank group. The
consideration for the purchase was based on the values of the
three rigs, as adjusted by the debt associated with the rigs and
the economic consequences to the parties associated with transfer
of ownership of the rigs. One of the Company's directors, Robert
W. Burgess, is an officer of CIGNA Corporation, which indirectly
owned the other 50 percent limited partnership interests, and
which, as of the effective date of the transaction, was an
indirect beneficial owner of more than 5% of the Company's common
stock.
DIRECTORS COMPENSATION
As compensation for services as a director of the Company,
each director who is not an officer and full time employee of the
Company or any of its subsidiaries was paid in 1995 $2,000 per
meeting for attendance at regular Board meetings, and $250 per
meeting for attendance at special Board and committee meetings.
Commencing in 1996, the per meeting compensation will be
increased to $2,500.
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 16, 1996 in order
<PAGE>
Page 22
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, 1995 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 16, 1996
<PAGE>
Page 23
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 8, 1996
The undersigned, having received the Notice of Meeting and Proxy
Statement dated January 16, 1996, 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,
1995 at the Annual Meeting of the Shareholders of the Company to be held
February 8, 1996, 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 AND AGAINST THE SHAREHOLDER PROPOSAL.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
<PAGE>
Page 24
(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.
The Board of Directors recommends a vote "AGAINST" item 2.
(2) Shareholder Proposal
___ For ___Against ___ Abstain
(3) 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.
<PAGE>
