SCHEDULE 14A
(Rule 14a - 101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14a INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14 (a) OF THE
SECURITIES EXCHANGE ACE OF 1934 (AMENDMENT NO. )
Filed by the registrant [x] Filed by a party other than the registrant [] Check
the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for use of the
Commission Only (as permitted
by Rule 14a - 6(e) (2))
[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)
- - -------------------------------------------------------------------------------
(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(1)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
- - -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- - -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
- - -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transcation:
- - -------------------------------------------------------------------------------
(5) Total fee paid.
- - -------------------------------------------------------------------------------
[ ] 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:
- - -------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- - -------------------------------------------------------------------------------
(3) Filing Party:
- - -------------------------------------------------------------------------------
(4) Date Filed:
- - -------------------------------------------------------------------------------
<PAGE>
ATWOOD OCEANICS, INC.
15835 PARK TEN PLACE DRIVE
HOUSTON, TEXAS 77084
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Houston, Texas
January 15, 1999
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 11, 1999, 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, 1998 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
/s/ JAMES M. HOLLAND
JAMES M. HOLLAND, Secretary
<PAGE>
ANNUAL MEETING OF SHAREHOLDERS
ATWOOD OCEANICS, INC.
---------------
PROXY STATEMENT
---------------
January 15, 1999
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, 1998 will be entitled to vote at the
Annual Meeting of Shareholders to be held February 11, 1999 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 15, 1999.
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 owners 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, 1998, 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
13,624,926 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 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, 1998 (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 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.
Shares Owned Percent
Name and Address Beneficially of Class
- - ---------------- ------------ --------
Helmerich & Payne Intl. Drilling Co. (1) ------------- 1,640,248 12.04%
Utica at 21st
Tulsa, Oklahoma
Helmerich & Payne, Inc. (1)--------------------------- 1,359,752 9.98%
Utica at 21st
Tulsa, Oklahoma
FMR Corp. (2)--------------------------------------- 1,480,600 10.87%
Edward C. Johnson 3d (2)
Abigail P. Johnson (2)
82 Devonshire Street
Boston, Massachusetts 02109
Franklin Resources, Inc. (3)------------------------ 1,435,480 10.54%
Charles B. Johnson (3)
Rupert H. Johnson, Jr. (3)
Franklin Advisors, Inc. (3)
Franklin Advisory Services, Inc. (3)
Franklin Management, Inc. (3)
777 Mariners Island Blvd.
P.O. Box 7777
San Mateo, California 94403-7777
- - -------------------
(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 3,000,000 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) The information set forth above concerning shares of Common
Stock beneficially owned by FMR Corp., Edward C. Johnson 3d
amd Abigail P. Johnson was obtained from a report dated
December 28, 1998 prepared by CDA Equity Intelligence for the
Company. Amendment No. 10 to Schedule 13G dated March 10, 1998
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 power with respect to
752,900 shares and sole dispositive power with respect to all
of the shares of the Company's Common Stock reported as
beneficially owned, and that Edward C. Johnson 3d and Abigail
P. Johnson each had sole dispositive power with respect to all
of the shares reported as beneficially owned.
(3) The information set forth above concerning shares of Common
Stock beneficially owned by Franklin Resources, Inc. ("FRI"),
Charles B. Johnson ("CBJ"), Rupert H. Johnson, Jr. ("RHJ"),
Franklin Advisors, Inc. ("FAI"), Franklin Advisory Services
Inc. ("FASI") and Franklin Management, Inc. ("FMI"), was
obtained from a report dated December 28, 1998 prepared by CDA
Equity Intelligence for the Company and Amendment No. 1 to
Schedule 13G dated August 6, 1998 filed with the SEC by FRI,
CBJ, RHJ and FAI. Charles and Rupert Johnson are principal
shareholders of the outstanding common stock of Franklin
Resources, Inc. Franklin Advisors, Inc., Franklin Advisory
Services, Inc., and Franklin Management, Inc. are investment
advisory subsidiaries of Franklin Resources, Inc. FRI, CBJ and
RHJ have no voting or dispositive power with respect to any
shares of the Company's Common Stock. FAI has sole voting and
dispositive power with respect to 1,276,000 shares of the
Company's Common Stock. FASI has sole voting power with
respect to 26,500 shares and sole dispositive power with
respect to 97,700 shares of the Company's Common Stock. FMI
has no voting power and sole dispositive power with respect to
21,583 shares of the Company's Common Stock.
<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 December 31, 1998 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
Executive Officer 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 400 (2)
John R. Irwin 42,700 (3) (2)
James M. Holland 15,184 (4) (2)
Larry P. Till - 0.00%
Glen P. Kelley 5,550 (5) (2)
All directors and executive officers
as a group (9 persons) 63,834 (6) (2)
- - ------------
(1) See Note (1) on page 3 for more information. (2) Less than 1%.
(3) Includes 42,500 shares which may be acquired upon the exercise of
options.
(4) Includes 13,050 shares which may be acquired upon the exercise of
options.
(5) Includes 5,350 shares which may be acquired upon the exercise of
options.
(6) Includes 60,900 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, 1998 are indicated opposite his name.
Date of
First
Name Offices Held Election Age
- - --------------- ------------------ --------- -----
John R. Irwin President and Chief March 53
Executive Officer 1993
James M. Holland Senior Vice President October 53
and Secretary 1988
Glen P. Kelley Vice President - October 50
Contracts and 1988
Administration
Larry P. Till Vice President - November 54
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.
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.
Present Served as
Position a Director
with the Continuously Term to
Nominees Company Since Extend to Age
- - ------------------- -------- ------------ --------- ----
Robert W. Burgess Director September February 57
1990 2000
George S. Dotson Director February February 58
1988 2000
Walter H. Helmerich, III Director April February 75
1970 2000
Hans Helmerich Director February February 40
1989 2000
John R. Irwin Director, November February 53
President 1992 2000
and Chief
Executive
Officer
William J. Morrissey Director November February 71
1969 2000
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 of Helmerich & Payne, Inc., which as a result of its ownership of
Common Stock of the Company, may be deemed an affiliate of the Company. He also
serves as a director of Varco International, 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. 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 nineteen 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.
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 1998,
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 1998, there were two meetings of the Compensation Committee.
There were four meetings of the Board of Directors held during fiscal
1998, 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.
Required Vote for Election of Directors
Election as directors of the persons nominated in this Proxy Statement
will require the vote of the holders of a majority of the shares of Common Stock
present or represented by proxy and entitled to vote at a meeting at which a
quorum is present. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ELECTION AS
DIRECTORS OF THE PERSONS NOMINATED HEREIN.
EXECUTIVE COMPENSATION
In accordance with the Securities and Exchange Commission ("SEC")
executive compensation disclosure requirements under Item 402 of Regulation S-K,
the following compensation tables and other compensation information are
presented to enable shareholders to better understand the compensation of the
Company's executive officers.
The Company's executive compensation program is administered by the
Compensation Committee of the Board of Directors. The Committee is composed of
three independent, nonemployee directors. Following review and approval by the
Compensation Committee, all issues pertaining to executive compensation are
submitted to the full Board of Directors for approval.
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF ATWOOD
OCEANICS, INC. (A)
TO: The Board of Directors
As members of the Compensation Committee, it is our duty to review
compensation levels of Company's executive officers and administer the Company's
stock option plans.
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 the consideration and the business
area of the Company for which such officer is responsible.
For fiscal year ended September 30, 1998, the compensation program for
executive officers consisted primarily of base salary, year-end bonus, stock
option grants 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.
Shareholders' equity was significantly enhanced during fiscal 1998 due
to the Company's revenues, cash flows and net profit being at their highest
level in the Company's history. The Company has maintained an equipment
utilization rate in excess of 99 percent over the last five fiscal years, with
improving cash flows and operating earnings. In recognition of the significant
improvement in operating performance, the Company awarded bonuses (ranging from
$30,000 to $100,000) and granted salary increases to each of the Company's
executive officers in December 1997 in addition to granting certain stock
options awards during fiscal 1998.
Chief Executive Officer Compensation
Mr. Irwin's compensation for fiscal year 1998 included a bonus of
$100,000 in addition to an increase of approximately 10 percent in his annual
base salary and the granting of certain stock options. The evaluation of Mr.
Irwin's compensation was based upon the same criteria as set forth above with
respect to officers generally.
Compensation Committee
George S. Dotson
Robert W. Burgess
Hans Helmerich
December 31, 1998
- - -------------------------
(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 1997-8 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, except that Messrs. Dotson and
Helmerich are executive officers of Helmerich & Payne, Inc., with whom the
Company is a joint venture partner as described in "Related Transactions" below.
During the Company's 1997-8 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 Company, (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
Annual Compensation Compensation
---------------------- (Awards)
Other --------- All
Annual Secutities Other
Name and Fiscal Compen- Underlying Compen-
Principal Position Year Salary Bonus sation Options(A) sation(B)
- - --------------------------- ----- ------ -------- ------ --------- --------
$ $ $ (#) ($)
John R. Irwin 1998 268,755 100,000 --- 30,000 29,802
President and Chief 1997 237,507 80,000 --- 12,000 26,161
Executive Officer 1996 194,550 30,000 --- 30,000 21,814
James M. Holland 1998 155,049 50,000 --- 19,000 17,651
Senior Vice President 1997 135,636 40,000 --- 8,000 15,309
1996 120,165 12,750 --- 16,000 13,762
Larry P. Till 1998 147,660 30,000 --- 14,000 17,032
Vice President - 1997 137,445 15,000 --- 8,000 15,640
Operations 1996 126,060 11,500 --- 6,000 14,547
Glen P. Kelley 1998 135,000 40,000 --- 16,000 15,290
Vice President - 1997 115,920 30,000 --- 8,000 12,982
Contracts and 1996 102,180 10,750 --- 16,000 11,608
Administration
- - ---------------------------
(A) Retroactively adjusted to reflect two-for-one stock split declared in
November 1997.
(B) 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 1998, 1997 and 1996 of $26,875, $23,750, and $19,403,
respectively; Company paid term life and insurance premiums ("TLIP")
for 1998, 1997 and 1996 of $2,927, $2,411 and $2,411, respectively;
(ii) Mr. Holland: Annual Company contributions to the DCP for 1998,
1997, and 1996 of $15,505, $13,563 and $12,016, respectively; Company
paid TLIP for 1998, 1997, and 1996 of $2,146, $1,746 and $1,746,
respectively; (iii) Mr. Till: Annual Company contributions to the DCP
for 1998, 1997, and 1996 of $ 14,766, $13,774 and $12,606,
respectively; Company paid TLIP for 1998, 1997, and 1996 of $2,266,
$1,866 and $1,941, respectively; (iv) Mr. Kelley: Annual Company
contributions to the DCP for 1998, 1997, and 1996 of $ 13,500, $11,592
and $10,218, respectively; Company paid TLIP for 1998, 1997, and 1996
of $1,790, $1,390 and $1,390, respectively.
<PAGE>
OPTION GRANTS TABLE
Individual Grants Made in Fiscal 1998
---------------------------------------------
Potential Realizable
Value at Assumed
Number of Annual Rates of
Securities Percentage of Stock Price
Underlying Total Options Appreciation
Options Granted To Exercise for Option Term
Granted Employees in Price Expiration --------------------
Name (A)(#) Fiscal Year ($/Share) Date 5% ($) 10%($)
- - ---- ------ ----------- --------- -------- ------- ---------
Irwin 15,000 (B) 15.5% $48.75 12/3/2007 459,900 1,165,650
15,000 (C) 14.3% 17.50 9/2/2008 165,150 418,500
Holland 10,000 (B) 10.3% 48.75 12/3/2007 306,600 777,100
9,000 (C) 8.6% 17.50 9/2/2008 99,090 251,100
Till 6,000 (B) 6.2% 48.75 12/3/2007 183,960 466,260
8,000 (C) 7.6% 17.50 9/2/2008 88,080 223,200
Kelley 8,000 (B) 8.2% 48.75 12/3/2007 245,280 621,680
8,000 (C) 7.6% 17.50 9/2/2008 88,080 223,200
(A) The options were granted for a term of ten years, subject to earlier
termination in certain events related to termination of employment.
Twenty-five percent of such options become exercisable at each of two
years, three years, four years and five years, respectively, from the
date of grant. Subject to certain conditions, the exercise price may be
paid by delivery of already owned shares, and tax withholding
obligations related to exercise may be paid by offset of underlying
shares.
(B) These options were granted on December 4, 1997 pursuant to the
Company's 1996 Incentive Equity Plan.
(C) These options were granted on September 3, 1998 pursuant to the
Company's 1996 Incentive Equity Plan.
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUE TABLE
Number of
Securities
Underlying
Shares Acquired Unexercised Value of Unexercised
on Exercise Value Options at In-the-Money Options
Name during Fiscal Realized Sept. 30, 1998 at Sept. 30, 1998 (A)
1998
- - ------ -------------- --------- -------------- ---------------------
(#) ($) (#) ($)
Exercisable/ Exercisable/
Unexercisable Unexercisable
--------------- -------------------
Irwin --- --- 42,500 / 66,500 552,500 / 137,000
Holland 5,800 280,700 13,050 / 40,350 145,284 / 81,553
Till 9,700 371,610 0 / 27,850 0 / 64,413
Kelley 4,500 228,513 5,350 / 37,350 29,960 / 78,240
- - ------------
(A) Calculated based upon the September 30, 1998 fair market value of
$20.81 per share less the share price to be paid upon exercise. There
is no guarantee that options will have the indicated value if and when
exercised.
ATWOOD OCEANICS, INC. COMMON STOCK PRICE PERFORMANCE GRAPH
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS* AMONG ATWOOD
OCEANICS, INC., AND THE CENTER FOR RESEARCH IN SECURITY PRICES ("CRSP") INDEX
FOR THE NYSE/AMEX/NASDAQ STOCK MARKETS, AND THE PEER GROUP OF DRILLING
COMPANIES.
GRAPH
<PAGE>
Index Description 9/30//93 9/30/94 9/30/95 9/29/96 9/30/97 9/30/98
-------- ------- ------- ------- ------- -------
ATWOOD OCEANICS, INC. 100.00 129.1 192.4 409.3 1047.7 387.2
CRSP Index for
NYSE/AMEX/NASDAQ
Stock Markets 100.00 102.2 131.7 156.7 215.6 223.3
(U.S.Companies)
Self-Determined
Peer Group 100.00 83.9 111.9 238.0 473.8 196.0
- - --------------------------------------------------------------------------------
Constituents of the Self-Determined Peer Group (weighted according to market
capitalization):
Diamond Offshore Drilling Inc.
Ensco International Inc. R & B Falcon Corp.
Global Marine Inc. Marine Drilling Co. Inc.
Noble Drilling Corp. Transocean Offshore Inc.
Rowan Companies, Inc.
* Assumes $100 invested on September 30, 1993; Total returns assumes dividend
reinvested; Fiscal year ending September 30.
- - --------------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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, 1997 through September 30, 1998, all filing requirements
applicable to its officers, directors and greater than ten-percent beneficial
owners were complied with.
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 22.02% of the Company's common stock) for the design,
construction and operation of RIG-200, a new generation platform rig. The
construction of RIG-200 was completed in late 1995; however, due to project
delays in Australia unrelated to the Company's and H&P's activities, the rig was
not transported to Australia until late 1996. Drilling operations commenced in
January 1997. H&P managed the design, construction, testing and mobilization of
the rig, and the Company managed the initial installation and manages the daily
operations of the rig. The Company and H&P each have a fifty percent interest in
the joint venture. The Company has invested approximately $12 million in this
project. 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 who is not an officer and full time employee of the Company or any of
its subsidiaries was paid in fiscal 1998 $3,500 per meeting for attendance at
regular Board meetings, and $250 per meeting for attendance at meetings of the
compensation or audit committee if held on a day other than a regular Board
meeting.
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 of shareholders of the Company intended to be presented for
consideration at the next Annual Meeting of Shareholders of the Company must be
received by the Company not later than September 17, 1999 and must comply with
the requirements of the proxy rules promulgated by the Securities and Exchange
Commission in order to be included in the proxy statement and form of proxy
related to that meeting.
The proxy card pertaining to the next Annual Meeting of Shareholders of
the Company will grant the proxy holders discretionary authority to vote on any
matter raised at the meeting. If a shareholder intends to submit a proposal at
such meeting which is not eligible for inclusion in the proxy statement and form
of proxy relating to that meeting, the shareholder must give written notice to
the Secretary of the Company no later than December 1, 1999. If such shareholder
fails to comply with the foregoing notice provision, the proxy holders will be
allowed to use their discretionary voting authority on such shareholder proposal
when the matter is raised at such 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, 1998 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
JOHN R. IRWIN, President
Houston, Texas
January 15, 1999
<PAGE>
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 11, 1999
The undersigned, having received the Notice of Meeting and Proxy
Statement dated January 15, 1999, 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,
1998 at the Annual Meeting of the Shareholders of the Company to be held
February 11, 1999, 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 THE NOMINEES FOR DIRECTOR NAMED BELOW.
(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) 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.
