SCHEDULE 14A
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. [] 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-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 (set forth the amount on
which the filing fee is calculated and state how it was determined: 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 identified the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid: N/A
(2) Form, schedule or registration statement no.: N/A
(3) Filing party: N/A
(4) Date filed: N/A
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Houston, Texas
January 14, 2000
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 10, 2000, 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, 1999
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 14, 2000
SECURITY HOLDERS ENTITLED TO VOTE
Holders of shares of common stock, par value $1.00 per share ("Common
Stock") of Atwood Oceanics, Inc., (hereinafter sometimes called the "Company")
of record at the close of business on December 31, 1999 will be entitled to vote
at the Annual Meeting of Shareholders to be held February 10, 2000 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 14, 2000.
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, 1999, 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
13,677,701 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, 1999 (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 Zacks Investment
Research, Inc. 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)---- 1,640,248 11.99%
Utica at 21st
Tulsa, Oklahoma 74114
Helmerich & Payne, Inc. (1)----------------- 1,359,752 9.94%
Utica at 21st
Tulsa, Oklahoma 74114
FMR Corp. (2)----------------------------- 1,694,200 12.39%
Edward C. Johnson 3d (2)
Abigail P. Johnson (2)
82 Devonshire Street
Boston, Massachusetts 02109
Franklin Resources, Inc. (3)-------------- 1,583,867 11.58%
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
and Abigail P. Johnson was obtained from a report dated
December 27, 1999 prepared by Zacks Investment Research, Inc.
for the Company. Amendment No. 11 to Schedule 13G dated
February 1, 1999 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 1,176,800 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 27, 1999 prepared by
Zacks Investment Research, Inc. for the Company and Amendment
No. 2 to Schedule 13G dated January 22, 1999 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. FAI, FASI and FMI 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 1,282,900 shares of the
Company's Common Stock. FASI has sole voting power with
respect to 69,000 shares and sole dispositive power with
respect to 181,500 shares of the Company's Common Stock. FMI
has no voting power and sole dispositive power with respect to
36,850 shares of the Company's Common Stock.
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, 1999 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 56,450 (3) (2)
James M. Holland 22,534 (4) (2)
Larry P. Till - 0.00%
Glen P. Kelley 14,300 (5) (2)
All directors and executive officers as a
group (9 persons) 93,684 (6) (2)
- ------------
(1) See Note (1) on page 3 for more information.
(2) Less than 1%.
(3) Includes 56,250 shares which may be acquired upon the exercise of
options.
(4) Includes 20,400 shares which may be acquired upon the exercise of
options.
(5) Includes 14,000 shares which may be acquired upon the exercise of
options.
(6) Includes 90,650 shares which may be acquired upon the exercise of
options.
<PAGE>
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, 1999 are indicated opposite his name.
Date of
First
Name Offices Held Election Age
- ---- ------------ -------- ---
John R. Irwin President and Chief March 54
Executive Officer 1993
James M. Holland Senior Vice President October 54
and Secretary 1988
Glen P. Kelley Vice President - October 51
Contracts and 1988
Administration
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.
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
Glen P. Kelley) 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.
<PAGE>
Present Served as
Position a Director
with the Continuously Term to
Nominees Company Since Extend to Age
- -------- ------- ------------ --------- ---
Robert W. Burgess Director September February 58
1990 2001
George S. Dotson Director February February 59
1988 2001
Walter H. Helmerich, III Director April February 76
1970 2001
Hans Helmerich Director February February 41
1989 2001
John R. Irwin Director, November February 54
President 1992 2001
and Chief
Executive
Officer
William J. Morrissey Director November February 72
1969 2001
Until his retirement in 1999, Mr. Burgess served for over five years 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.
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 twenty years.
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.
The Company has standing Audit, Executive and Compensation committees.
The Audit Committee members are Messrs. Morrissey and Burgess. This Committee
functions to review in general terms the Company's accounting policies and audit
procedures and to supervise internal accounting controls. The Audit Committee
held two meetings during fiscal 1999. 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 1999, there were two meetings of the Compensation Committee.
Four meetings of the Board of Directors were held during fiscal 1999,
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 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 the Company's executive officers and to 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 consideration and the business area
of the Company for which such officer is responsible.
For fiscal year ended September 30, 1999, the compensation program for
executive officers consisted primarily 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.
Shareholders' equity was significantly enhanced during fiscal 1998 and
1999 due to the Company's revenues, cash flows and net profit being at their
highest levels in the Company's history. In recognition of the Company's strong
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 1998.
Chief Executive Office Compensation
Mr. Irwin's compensation for fiscal year 1999 included a bonus of
$100,000. In addition, the Company increased Mr. Irwin's annual base salary by
approximately 8 percent in December 1998. 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, 1999
- -------------------------
(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 1998-9 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 1998-9 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.
<PAGE>
COMPENSATION TABLES
The SEC compensation disclosure rules require that various compensation
information be presented in various tables as set forth below.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-----------------------------
Long Term
Compensation
(Awards)
----------
Securities
Name and Underlying
Principal Fiscal Other Annual Options All Other
Position Year Salary Bonus Compensation (A) Compensation
- ------------ ------ ------ ------- ------------ ------- ------------
$ $ $ (#) ($)
John R. Irwin 1999 290,007 100,000 --- --- 31,927
President and 1998 268,755 100,000 --- 30,000 29,802
Chief Executive 1997 237,507 80,000 --- 12,000 26,161
Officer
James M. Holland 1999 167,503 50,000 --- --- 18,896
Senior Vice 1998 155,049 50,000 --- 19,000 17,651
President 1997 135,636 40,000 --- 8,000 15,309
Glen P. Kelley 1999 147,500 40,000 --- --- 16,540
Vice President- 1998 135,000 40,000 --- 16,000 15,290
Contracts and 1997 115,920 30,000 --- 8,000 12,982
Administration
Larry P. Till 1999 156,750 40,000 --- --- 17,941
Vice President- 1998 147,660 30,000 --- 14,000 17,032
Operations 1997 137,445 15,000 --- 8,000 15,640
(Retired in
September 1999)
- -----------------
(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 1999, 1998 and 1997 of $29,000, $26,875 and $23,750,
respectively; Company paid term life and insurance premiums ("TLIP")
for 1999, 1998 and 1997 of $2,927, $2,927 and $2,411, respectively;
(ii) Mr. Holland: Annual Company contributions to the DCP for 1999,
1998, and 1997 of $16,750, $15,505 and $13,563, respectively; Company
paid TLIP for 1999, 1998, and 1997 of $2,146, $2,146 and $1,746,
respectively (iii) Mr. Kelley: Annual Company contributions to the DCP
for 1999, 1998, and 1997 of $14,750, $13,500 and $11,592, respectively;
Company paid TLIP for 1999, 1998, and 1997 of $1,790, $1,790 and
$1,390, respectively; (iv) Mr. Till: Annual Company contributions to
the DCP for 1999, 1998, and 1997 of $15,675, $14,766 and $13,774,
respectively; Company paid TLIP for 1999, 1998, and 1997 of $2,266,
$2,266 and $1,866, respectively.
<PAGE>
OPTION GRANTS TABLE
Individual Grants Made in Fiscal
-------------------------------------------------
Potential
Realizable Value
at
Number of Percentage Assumed Annual
Securities Total Options Appreciation for
Options Granted To Option Term
Granted Employees -------------------
(A)(#) in Fiscal Exercisable Expiration
Year Price Date 5%($) 10%($)
----------- ------------- ----------- ---------- ----- ------
Name
- ----
Irwin --- --- --- --- --- ---
Holland --- --- --- --- --- ---
Kelley --- --- --- --- --- ---
Till --- --- --- --- --- ---
OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUE TABLE
Number of
Number of
Securities
Shares Underlying
Acquired Unexercised Value of Unexercised
on Options at In-the-Money Options
Exercise Sept. 30, 1999 Sept. 30, 1999 (A)
during -------------- --------------------
Fiscal Value
Name 1999 Realized (#) ($)
- ---- -------- -------- Exercisable/ Exercisable/
(#) ($) Unexercisable Unexercisable
------------- -------------
Irwin 2,500 58,750 52,500 / 54,000 1,054,969 / 404,626
Holland 2,500 60,938 17,900 / 33,000 296,801 / 232,720
Kelley 700 17,586 12,000 / 30,000 152,657 / 219,657
Till 4,850 50,285 0 / 23,000 0 / 161,688
- -------------
(A) Calculated based upon the September 30, 1999 fair market value of
$30.56 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
Index Description 9/30/94 9/30/95 9/29/96 9/30/97 9/30/98 9/30/99
------- ------- ------- ------- ------- -------
ATWOOD OCEANICS, INC. 100.0 149.1 317.1 811.7 300.0 440.5
CRSP Index for
NYSE/AMER/NASDAQ
Stock Markets (U.S.) 100.0 128.9 153.4 211.1 218.5 278.5
Self-Determined
Peer Group 100.0 133.4 283.6 564.8 233.7 298.3
<PAGE>
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.
Norble Drilling Corp. Transocean Offshore Inc.
Rowan Companies, Inc.
* Assumes $100 invested on September 30, 1994; 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, 1998 through September 30, 1999, all filing requirements
applicable to its officers, directors and greater than ten-percent beneficial
owners were complied with, except that Mr. Till inadvertently neglected to
timely file one report with respect to the exercise of stock options and
simultaneous sale of shares, but subsequently reported the exercise and sale on
a Form 4.
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 21.93% 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, with the contract terminating in June 1999. The rig is currently
cold-stacked in Australia. H&P managed the design, construction, testing and
mobilization of the rig, and the Company managed the initial installation and
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 1999 $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 Annual Meeting of Shareholders of the Company to be held in
February, 2001 must be received by the Company no later than September 14, 2000
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. If notice of any
shareholder proposal not eligible for inclusion in the Company's proxy statement
and form of proxy is given to the Company after November 29, 2000, then proxy
holders will be allowed to use their discretionary voting authority on such
shareholder proposal when the matter is raised at such meeting.
<PAGE>
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 under
discretionary authority therein 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 10-K including financial
statements and financial statement schedules for the fiscal year ended September
30, 1999 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 14, 2000
<PAGE>
PROXY ATWOOD OCEANICS, INC.
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 10, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James M. Holland and Glen P. Kelley, or
either of them as Proxies, each with the power to appoint a substitute, and
hereby authorizes them to represent and to vote, as designated below, all the
shares of common stock, par value $1.00 per share, held of record by the
undersigned as of the close of business on December 31, 1999, at the Annual
Meeting of Shareholders to be held on February 10, 2000 or any adjournment
thereof:
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENVELOPE
PROVIDED
1. ELECTION OF DIRECTORS:
FOR all nominees listed
(except as marked to the contrary) WITHHOLD authority to vote for all
nominees listed
Nominees: Robert W. Burgess, George S. Dotson, Walter H. Helmerich, III,
Hans Helmerich, John R. Irwin, William J. Morrissey
(INSTRUCTION: To withhold authority to vote for one or more individual
nominees, write the nominee's name(s) in the line provided
below.)
2. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
- --------------------------------------------------------------------------------
(see reverse side)
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made the Proxy will be voted
FOR the election of all Directors.
Please sign exactly as name appears hereon.
________________________, 2000 _________________________________________
DATED SIGNATURE
-----------------------------------------
SIGNATURE IF JOINTLY HELD
NOTE: When shares are held
by joint tenants, both
should sign. When signing
as attorney, as executor,
administrator, trustee, or
guardian, please give full
title as such. If a
corporation, please sign in
full corporate name by
President or other
authorized officer. If a
partnership, please sign in
partnership name by
authorized person. Please
note any change in your
address alongside the
address as it appears in
the proxy.
PLEASE MARK IN BLUE OR BLACK INK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
