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:
[x] Preliminary proxy statement
[] 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] No fee required.
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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
(5) Total fee paid: None
[] Fee paid previously with preliminary materials.
[] 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
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Preliminary Copy
ATWOOD OCEANICS, INC.
15835 PARK TEN PLACE DRIVE
HOUSTON, TEXAS 77084
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Houston, Texas
September 29, 1997
To the Shareholders of ATWOOD OCEANICS, INC.:
Notice is hereby given that, pursuant to the provisions of the Bylaws of Atwood
Oceanics, Inc., a Special 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, November 6, 1997, for the following purposes:
1. To approve a proposed amendment to the Company's Restated Articles
of Incorporation to increase the number of authorized shares of the
Company's common stock.
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 September 19, 1997 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
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SPECIAL MEETING OF SHAREHOLDERS
ATWOOD OCEANICS, INC.
---------------
PROXY STATEMENT
---------------
September 29, 1997
SECURITY HOLDERS ENTITLED TO VOTE
A Special Meeting of Shareholders of Atwood Oceanics, Inc. (the
"Company") will be held November 6, 1997 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. Holders of record of shares of common stock, par value
$1.00 ("Common Stock"), of the Company at the close of business on September 19,
1997 will be entitled to vote at the Special Meeting.
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 September 29, 1997.
PERSONS MAKING THE SOLICITATION
This proxy is solicited on behalf of the Board of Directors of Atwood
Oceanics, Inc., and the cost will be borne by the Company. 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
owners of stock and to secure their voting instructions, if necessary. Proxies
may be solicited by officers, directors, and regular employees of the Company by
telephone, telegram, or oral communication. The Company also intends to retain
Corporate Investor Communications, Inc., outside proxy solicitors, to aid in the
solicitation at an estimated cost of $6,500 plus out-of-pocket expenses.
VOTING SECURITIES
At the close of business on September 19, 1997, 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
___________ shares of Common Stock of the Company outstanding. Approval of the
proposed amendment to the Company's Restated Articles of Incorporation to
increase the number of authorized shares of Common Stock will require the
affirmative vote of the holders of at least two-thirds (2/3) of the outstanding
shares of Common Stock. 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 proposal to the same
extent as a vote against such proposal. Each share of Common Stock entitles its
owner to one vote.
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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 August 31, 1997 (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 as of various dates during the Company's fiscal year by or on behalf of
the shareholders named below, and on information provided by CDA Equity
Intelligence in reports prepared for the Company. 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 12.13%
Utica at 21st
Tulsa, Oklahoma
Helmerich & Payne, Inc.(1)--------------------- 779,876 11.54%
Utica at 21st
Tulsa, Oklahoma
FMR Corp. (2)---------------------------------- 675,300 9.99%
Edward C. Johnson 3d (2)
Abigail P. Johnson (2)
82 Devonshire Street
Boston, Massachusetts 02109
State Street Research & Management Co.(3)------ 484,400 7.17%
One Financial Center
30th Floor
Boston, Massachusetts 02111
Capital Growth Management (4)------------------ 414,000 6.12%
One International Place
45th Floor
Boston, Massachusetts 02110
Ralph Wanger (5)------------------------------- 350,500 5.18%
Wanger Asset Management, Ltd. (5)
Wanger Asset Management, L.P. (5)
227 West Monroe
Suite 3000
Chicago, Illinois 60606
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(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.
<PAGE>
(2) The information set forth above concerning shares of Common
Stock beneficially owned by FMR Corp., Edward C. Johnson 3d
and Abigail P. Johnson was obtained from a report dated August
18, 1997 prepared by CDA Equity Intelligence for the Company.
Amendment No. 7 to Schedule 13G dated February 14, 1997 filed
with the Securities and Exchange Commission ("SEC") by FMR
Corp., Edward C. Johnson 3d and Abigail P. Johnson indicated
that FMR Corp. had sole voting and dispositive powers and
Edward C. Johnson 3d and Abigail P. Johnson each had sole
dispositive power with respect to the shares owned.
(3) The information set forth above concerning shares of Common
Stock beneficially owned by State Street Research & Management
Co. ("State Street") was obtained from a report dated August
18, 1997 prepared by CDA Equity Intelligence for the Company.
Schedule 13G dated February 12, 1997 filed with the SEC by
State Street indicated that State Street had sole voting and
dispositive powers with respect to the shares owned, although
State Street disclaimed any beneficial interest therein.
(4) The information set forth above concerning shares of Common
Stock beneficially owned by Capital Growth Management was
obtained from a report dated August 18, 1997 prepared by CDA
Equity Intelligence for the Company. The Company has no
knowledge concerning the voting and dispositive powers with
respect to such shares.
(5) Wanger Asset Management, Ltd. ("Wanger Ltd.") is the general
partner of Wanger Asset Management, L.P. ("Wanger LP"). The
information set forth above concerning shares of Common Stock
beneficially owned by Wanger Ltd. and Wanger LP (collectively
"Wanger") was obtained from a report dated August 18, 1997
prepared by CDA Equity Intelligence for the Company. Amendment
No. 1 to Schedule 13G dated February 14, 1997, filed with the
SEC by Wanger indicated that Ralph Wanger, Wanger Ltd. and
Wanger LP had shared voting and dispositive powers with
respect to the shares owned.
<PAGE>
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 August 31, 1997 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 1,000 (2)
John R. Irwin 18,400 (3) (2)
James M. Holland 8,692 (4) (2)
Larry P. Till 3,100 (5) (2)
Glen P. Kelley 2,800 (5) (2)
All directors and executive officers
as a group (9 persons) 33,992 (6) (2)
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(1) See Note (1) on page 4 for more information.
(2) Less than 1%.
(3) Includes 18,300 shares which may be acquired upon the exercise of
options.
(4) Includes 7,625 shares which may be acquired upon the exercise of
options.
(5) All of such shares may be acquired upon the exercise of options.
(6) Includes 31,825 shares which may be acquired upon the exercise of
options.
<PAGE>
PROPOSED INCREASE IN AUTHORIZED SHARES OF COMMON STOCK
The Restated Articles of Incorporation, as amended, of Atwood Oceanics,
Inc. currently authorize the Company to issue up to ten million (10,000,000)
shares of Common Stock, $1 par value per share, and one million (1,000,000)
shares of Preferred Stock, no par value. The Company proposes that the Restated
Articles of Incorporation be further amended to provide for twenty million
(20,000,000) authorized shares of Common Stock, $1 par value, and one million
(1,000,000) shares of Preferred Stock, no par value.
The Board has unanimously approved a two-for-one stock split of Common
Stock, to be effected through a stock dividend payable following the
effectiveness of the proposed amendment to the Company's Restated Articles of
Incorporation increasing the number of authorized shares of Common Stock. Of the
10,000,000 shares of Common Stock currently authorized, at the record date there
were ____________ shares of Common Stock outstanding and an aggregate of
___________ shares of Common Stock reserved for issuance pursuant to the
Company's employee stock option plans.
Subject to shareholder approval of the proposed increase in the number
of authorized shares of Common Stock, the Board has authorized the issuance to
shareholders of record on November 12, 1997, of one additional share of Common
Stock as a dividend on each issued and outstanding share of Common Stock. The
Board believes that the stock split in the form of a stock dividend is in the
best interests of the shareholders. The stock split is intended to place the
market price of Common Stock in a range more attractive to a wider range of
investors, particularly individuals, and may result in a broader market and more
widespread ownership of Common Stock.
The increase in the number of authorized shares of Common Stock will be
effected through an amendment to the first paragraph of Article IV of the
Company's Restated Articles of Incorporation. As amended, such paragraph would
read as follows:
"A. The aggregate number of shares which the corporation shall
have authority to issue is twenty-one million (21,000,000) of which
twenty million (20,000,000) shares of $1.00 par value each shall be
common stock ("Common Shares"), and of which one million (1,000,000)
shares without par value shall be preferred stock ("Preferred
Shares")."
Following adoption of the amendment to the Company's Restated Articles
of Incorporation, the Company intends to effect a two-for-one stock split in the
form of a stock dividend. A transfer of $1.00 for each additional share of
Common Stock issued, or approximately $____________, will be made from the
Company's additional paid-in capital account to its Common Stock account as of
November 12, 1997, the date on which shareholders of record will be entitled to
the additional shares, so that the additional shares to be issued will be fully
paid.
Following effectiveness of the increase of capital in the Common Stock
account, certificates representing the additional shares will be distributed by
the Company to shareholders of record as of November 12, 1997, without any
further action by the shareholders. The Company will list on the New York Stock
Exchange the additional shares of Common Stock to be issued. As a
<PAGE>
result of the proposed stock split, brokerage commissions and transfer taxes on
any subsequent trades of Common Stock may increase.
In the opinion of counsel for the Company, the adoption of the proposed
amendment and the issuance of the additional shares in connection with the stock
split will result in no gain or loss or any other form of taxable income for
United States federal income tax purposes. The laws of jurisdictions other than
the United States may impose income taxes on the issuance of the additional
shares in connection with the stock split, and shareholders subject to those
laws are urged to consult their advisors.
The proposed increase in the number of authorized shares of Common
Stock is required in order to effect, and is a condition to the effectiveness
of, the stock split authorized by the Board. In addition, the Board believes
that it is prudent to increase the number of authorized shares of Common Stock
in order to provide a reserve of shares available for issuance to meet business
needs. Like most corporations, the Company has historically maintained a
substantial reserve of authorized but unissued shares in order to avoid the time
and expense of seeking shareholder approval each time it needs to make a new
issuance of Common Stock.
The Board of Directors may deem it in the best interests of the
shareholders to issue Common Stock in the pursuit of establishing strategic
relationships with corporate partners, providing equity incentives to employees,
officers or directors, or effecting additional stock splits or dividends. The
additional shares of Common Stock authorized may also be used for additional
public offerings or for acquisitions or investments in complementary businesses.
In addition, the Board of Directors could use authorized but unissued
shares to create impediments to a takeover or a transfer of control of the
Company. Although the Board currently has no intention of adopting a rights
plan, implementation of the operative provisions of a rights plan may, under
certain circumstances, require an increase in the number of authorized shares of
Common Stock. Accordingly, the increase in the number of authorized shares of
Common Stock may deter a future takeover attempt which holders of Common Stock
may deem to be in their best interest or in which holders of Common Stock may be
offered a premium for their shares over the market price. The Board of Directors
is not currently aware of any attempt to take over or acquire the Company. While
it may be deemed to have potential anti-takeover effects, the proposed amendment
to increase the authorized number of shares of Common Stock is not prompted by
any specific effort or takeover threat currently perceived by management.
Approval of the increase in the number of authorized shares of Common
Stock would not affect the rights, privileges and preferences of the holders of
currently outstanding Common Stock of the Company, except for effects incidental
to increasing the number of shares of the Common Stock outstanding.
The Board of Directors may cause the issuance of additional shares of
Common Stock without further vote of the shareholders of the Company, except as
provided under Texas corporate law or under the rules of any national securities
exchange on which shares of Common Stock are then listed. Current holders of
Common Stock have no preemptive or like rights, which means that current
shareholders do not have a prior right to purchase any new issue of
<PAGE>
capital stock of the Company in order to maintain their ownership interest
therein.
Issuance of additional shares of Common Stock pursuant to the
two-for-one stock split will have no effect on the proportionate equity interest
of the Company's current shareholders. However, the issuance of other additional
shares of Common Stock would decrease the proportionate equity interest of the
Company's current shareholders and depending upon the price paid of such
additional shares, could result in dilution to the Company's current
shareholders.
Required Vote
Approval of the proposed amendment to the Company's Restated Articles
of Incorporation to increase in the number of authorized shares of Common Stock
of the Company will require the affirmative vote of the holders of at least
two-thirds (2/3) of outstanding shares of the Common Stock of Company on the
record date entitled to vote on the proposal. Accordingly, abstentions and
"broker non-votes" will have the effect of a vote "against" the proposal.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" AMENDMENT OF THE COMPANY'S
RESTATED ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK.
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 26, 1997 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.
By order of the Board of Directors
John R. Irwin, President
Houston, Texas
September 29, 1997
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FRONT SIDE OF PROXY
ATWOOD OCEANICS, INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE
SPECIAL MEETING OF SHAREHOLDERS CALLED FOR
NOVEMBER 6, 1997
The undersigned, having received the Notice of Meeting and Proxy
Statement dated September 29, 1997, 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 September 19,
1997 at the Special Meeting of the Shareholders of the Company to be held
November 6, 1997, at the corporate 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 APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY'S RESTATED
ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK.
(PLEASE DATE AND SIGN ON REVERSE SIDE)
<PAGE>
(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) APPROVAL OF THE PROPOSED AMENDMENT TO THE COMPANY'S RESTATED ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON
STOCK FROM 10,000,000 SHARES TO 20,000,000 SHARES
FOR AGAINST ABSTAIN
(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.
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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.
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