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SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D. C. 20549
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Form 10-K
ANNUAL REPORT UNDER SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR FISCAL YEAR ENDED SEPTEMBER 30, 2001
COMMISSION FILE NUMBER 1-13167
ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of 74-1611874
incorporation or organization) (I.R.S. Employer Identification No.)
15835 Park Ten Place Drive 77084
Houston, Texas (Zip Code)
(Address of principal executive offices)
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Registrant's telephone number, including area code:
281-749-7800
Securities registered pursuant to
Section 12(b) of the Act:
Common Stock, $1 par value
(Title of Class)
Securities registered pursuant to
Section 12(g) of the Act:
NONE
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 15 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filings requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation in S-K is not contained herein, and will not be contained, to
the best of the registrant's knowledge, in definite proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Fork 10-K { }. The aggregate market value of the voting stock
held by non-affiliates of the registrants as of November 30, 2001 is
$348,000,000.
The number of shares outstanding of the issuer's class of Common Stock, as
of November 30, 2001: 13,831,951 shares of Common Stock, $1 par value.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for the fiscal year ended September 30,
2001 - Referenced in Parts I, II and IV of this report. (2) Proxy Statement for
Annual Meeting of Shareholders to be held February 14, 2002 - Referenced in Part
III of this report.
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PART I
ITEM 1. BUSINESS
Atwood Oceanics, Inc. (which together with its subsidiaries is identified
as the "Company" or "Registrant", unless the context requires otherwise), a
corporation organized in 1968 under the laws of the State of Texas, is engaged
in contract drilling of exploratory and development oil and gas wells in
offshore areas and related support, management and consulting services. The
Company currently owns four upgraded semisubmersibles, one jack-up, one
semisubmersible tender assist vessel, one semisubmersible unit purchased for
future conversion to a tender assist vessel, one submersible, and a 50% interest
in a self-contained platform rig. The Company also provides labor, supervisory
and consulting services to two client owned self-contained platform rigs in
Australia. The Company is also constructing an ultra-premium jack-up drilling
unit for the international non-North Sea drilling market.
Since 1996, the Company has expended over $250 million in upgrading its
offshore mobile drilling fleet. In early November 2001, the Company completed
the upgrade of the ATWOOD HUNTER at an aggregate cost of approximately $58
million. The Company continues with its planning to upgrade the ATWOOD EAGLE
during 2002 at an estimated cost of $90 million. In July 2001, the Company
entered into an agreement to construct a $125 million ultra-premium jack-up with
a scheduled delivery in June 2003. Fiscal 2001 marked the Company's eighth
consecutive profitable year, with results for the year being consistent with
results for 2000 and 1999. The Company's ability to continue to produce strong
financial performance depends on a high demand for drilling equipment which is
dependent on the exploration and development of oil and gas companies.
Historically, most of the Company's drilling operations have been conducted
outside of United States waters. Approximately 82%, 72% and 76% of the Company's
contract revenues were derived from foreign operations in fiscal years 2001,
2000 and 1999, respectively. In addition to operating in United States waters,
the Company is currently involved in active foreign operations in the
territorial waters of Australia, Israel, Malaysia, Thailand, Egypt and the
Philippines. With the recent relocation of the ATWOOD HUNTER to the
Mediterranean Sea, the submersible RICHMOND is the Company's only active
drilling vessel located in United States waters; thus, the Company anticipates
that approximately 95% of its contract revenues in fiscal 2002 will be derived
from outside of United States waters. For information relating to the contract
revenues, operating income and identifiable assets attributable to specific
geographic areas of operations, see Note 12 of Notes to Consolidated Financial
Statements contained in the Company's Annual Report to Shareholders for fiscal
year 2001, incorporated by reference herein.
OFFSHORE DRILLING EQUIPMENT
The Company's diversified fleet of owned or operated drilling rigs
currently consists of four upgraded semisubmersibles, one jack-up, one
semisubmersible tender assist vessel and one semisubmersible to be converted to
a tender assist vessel at a future date, one submersible, and three modular,
self-contained platform rigs, in addition to the ultra-premium jack-up being
constructed. Each type of drilling rig is designed for different purposes and
applications, for operations in different water depths, bottom conditions,
environments and geographical areas, and for different drilling and operating
requirements. The following descriptions of the various types of drilling rigs
owned or operated by the Company illustrate the diversified range of application
of the Company's rig fleet.
Each semisubmersible drilling unit has two hulls, the lower of which is
capable of being flooded. Drilling equipment is mounted on the main hull. After
the drilling unit is towed to location, the lower hull is flooded, lowering the
entire drilling unit to its operating draft, and the drilling unit is anchored
in place. On completion of operations, the lower hull is deballasted, raising
the entire drilling unit to its towing draft. This type of drilling unit is
designed to operate in greater water depths than a jack-up and in more severe
sea conditions than a drillship. Semisubmersible units are generally more
expensive to operate than jack-up rigs and are often limited in the amount of
supplies that can be stored on board.
Semisubmersible tender assist vessels operate like a semisubmersible except
that their drilling equipment is temporarily installed on permanently
constructed offshore support platforms. The semisubmersible vessel provides crew
accommodations, storage facilities and other support for the drilling
operations.
A jack-up drilling unit contains all of the drilling equipment on a single
hull designed to be towed to the well site. Once on location, legs are lowered
to the sea floor and the unit is raised out of the water by jacking up the legs.
On completion of the well, the unit is jacked down, and towed to the next
location. A jack-up drilling unit can operate in more severe sea and weather
conditions than a drillship and is less expensive to operate than a
semisubmersible. However, because it must rest on the sea floor, a jack-up
cannot operate in water as deep as other units.
The submersible drilling unit owned by the Company has two hulls, the lower
being a mat which is capable of being flooded. Drilling equipment and crew
accommodations are located on the main hull. After the drilling unit is towed to
its location, the lower
hull is flooded, lowering the entire unit to its operating draft at which
it rests on the sea floor. On completion of operations, the lower hull is
deballasted, raising the entire unit to its towing draft. This type of drilling
unit is designed to operate in shallow water depths ranging from 9 to 70 feet
and can operate in moderately severe sea conditions. Although drilling units of
this type are less expensive to operate, like the jack-up rig, they cannot
operate in as deep water as other units.
A modular platform rig is similar to a land rig in its basic components.
Modular platform rigs are temporarily installed on permanently constructed
offshore support platforms in order to perform the drilling operations. After
the drilling phase is completed, the modular rig is broken down into convenient
packages and moved by work boats. A platform rig usually stays at a location for
several months, if not years, since several wells are typically drilled from a
support platform.
DRILLING CONTRACTS
The contracts under which the Company operates its vessels are obtained
either through individual negotiations with the customer or by submitting
proposals in competition with other contractors and vary in their terms and
conditions. The initial term of contracts for the Company's owned and/or
operated vessels has ranged from the length of time necessary to drill one well
to several years and is generally subject to early termination in the event of a
total loss of the drilling vessel, excessive equipment breakdown or failure to
meet minimum performance criteria. It is not unusual for contracts to contain
renewal provisions at the option of the customer.
The rate of compensation specified in each contract depends on the nature
of the operation to be performed, the duration of the work, the amount and type
of equipment and services provided, the geographic areas involved, market
conditions and other variables. Generally, contracts for drilling, management
and support services specify a basic rate of compensation computed on a dayrate
basis. Such agreements generally provide for a reduced dayrate payable when
operations are interrupted by equipment failure and subsequent repairs, field
moves, adverse weather conditions or other factors beyond the control of the
Company. Some contracts also provide for revision of the specified dayrates in
the event of material changes in certain items of cost. Any period during which
a vessel is not earning a full operating dayrate because of the above conditions
or because the vessel is idle and not on contract will have an adverse effect on
operating profits. An over-supply of drilling rigs in any market area can
adversely affect the Company's ability to employ its drilling vessels. The
Company's active rig utilization for 1999, 2000 and 2001 was 77%, 71% and 80%,
respectively. At the end of fiscal 2001, the Company retired RIG-19 (a platform
rig located in Australia), with its equipment available for sale. The Company's
other partially owned platform rig, RIG-200, has not worked since it became idle
in June 1999, with the Company not anticipating the rig to work in 2002. With
the exception of RIG-200 and the RICHMOND, the Company's other active drilling
units have current contract commitments with terms that should keep them
employed most, if not all, of fiscal 2002. However, there is no guarantee that
the Company will not experience some idle time on some of its drilling units,
during fiscal 2002.
For long moves of drilling equipment, the Company attempts to obtain either
a lump sum or a dayrate as mobilization compensation for expenses incurred
during the period in transit. A surplus of certain types of units, either
worldwide or in particular operating areas, can result in the Company's
acceptance of a contract which provides only partial or no recovery of
relocation costs. In 2000, the Company incurred net costs of approximately $1.2
million in relocating the ATWOOD SOUTHERN CROSS from Australia to the
Mediterranean Sea. In November 2001, the Company incurred costs of approximately
$2.1 million in relocating the ATWOOD HUNTER to the Mediterranean Sea. The
Company can give no assurance that it will receive full recovery of any future
relocation costs.
Operation of the Company's drilling equipment is subject to the offshore
drilling requirements of petroleum exploration companies and agencies of foreign
governments. These requirements are, in turn, subject to fluctuations in
government policies, world demand and prices for petroleum products, proved
reserves in relation to such demand and the extent to which such demand can be
met from onshore sources.
The Company also contracts to provide various types of services to third
party owners of drilling rigs. These contracts are normally for a stated term or
until termination of operations or stages of operation at a particular facility
or location. The services may include, as in the case of contracts entered into
by the Company in connection with operations offshore Australia, the supply of
personnel and rig design, fabrication, installation and operation. The contracts
normally provide for reimbursement to the Company for all out-of-pocket
expenses, plus a service or management fee for all of the services performed. In
most instances, the amount charged for the services may be adjusted if there are
changes in conditions, scope or costs of operations. The Company generally
obtains insurance or a contractual indemnity from the owner for liabilities
which could be incurred in operations.
OPERATIONAL RISKS AND INSURANCE
The Company's operations are subject to the usual hazards associated with
the drilling of oil and gas wells, such as blowouts, explosions and fires. In
addition, the Company's vessels are subject to those perils peculiar to marine
operations, such as capsizing, grounding, collision and damage from severe
weather conditions. Any of these risks could result in damage or destruction of
drilling rigs and oil and gas wells, personal injury and property damage,
suspension of operations or environmental damage through oil spillage or
extensive, uncontrolled fires. The Company's operations are also subject to
disruption due to terrorism. As a result of the terrorist attacks in the United
States on September 11, 2001, the Company premiums for war risk insurance
coverage in certain parts of the world increased 40%. Although the Company
believes that it is adequately insured against normal and foreseeable risks in
its operations in accordance with industry standards, such insurance may not be
adequate to protect the Company against liability from all consequences of well
disasters, marine perils, extensive fire damage, damage to the environment or
disruption due to terrorism. To date, the Company has not experienced difficulty
in obtaining insurance coverage, although no assurance can be given as to the
future availability of such insurance or cost thereof. The occurrence of a
significant event against which the Company is not fully insured could have a
material adverse effect on the Company's financial position.
ENVIRONMENTAL PROTECTION
Under the Federal Water Pollution Control Act, as amended by the Oil
Pollution Act of 1990, operators of vessels in navigable United States waters
and certain offshore areas are liable to the United States government for the
costs of removing oil and certain other pollutants for which they may be held
responsible, subject to certain limitations, and must establish financial
responsibility to cover such liability. The Company has taken all steps
necessary to comply with this law, and has received a Certificate of Financial
Responsibility (Water Pollution) from the U.S. Coast Guard. The Company's
operations in United States waters are also subject to various other
environmental regulations regarding pollution and control thereof, and the
Company has taken steps to ensure compliance therewith.
CUSTOMERS
During fiscal year 2001, the Company performed operations for 17 customers.
Because of the relatively limited number of customers for which the Company can
operate at any given time, sales to each of 3 different customers amounted to
10% or more of the Company's fiscal 2001 revenues. Shell Philippines Exploration
B.V., Esso Production Malaysia, Inc., and Rashid Petroleum Company accounted for
26%, 18% and 11%, respectively, of fiscal year 2001 revenues. The Company's
business operations are subject to the risks associated with a business having a
limited number of customers for its products or services, and a decrease in the
drilling programs of these customers in the areas where they employ the Company
may adversely affect the Company's revenues.
COMPETITION
The Company competes with approximately 10 other drilling contractors, most
of which are substantially larger than the Company and possess appreciably
greater financial and other resources. Although some business combinations among
drilling companies have resulted in a decrease in the total number of
competitors, the drilling industry still remains very competitive, with no
single drilling contractor being dominant. Thus, there continues to be
competition in securing available drilling contracts.
Price competition is generally the most important factor in the drilling
industry, but the technical capability of specialized drilling equipment and
personnel at the time and place required by customers is also important. Other
competitive factors include work force experience, rig suitability, efficiency,
condition of equipment, reputation and customer relations. The Company believes
that it competes favorably with respect to these factors. If demand for drilling
rigs increases in the future, rig availability may also become a competitive
factor. Competition usually occurs on a regional basis and, although drilling
rigs are mobile and can be moved from one region to another in response to
increased demand, an oversupply of rigs in any region may result. Demand for
drilling equipment is also dependent on the exploration and development programs
of oil and gas companies, which are in turn influenced by the financial
condition of such companies, by general economic conditions, by prices of oil
and gas, and, from time to time, by political considerations and policies.
FOREIGN OPERATIONS
The operations of the Company are conducted primarily in foreign waters and
are subject to certain political, economic and other uncertainties not
encountered by purely domestic drilling contractors, including risks of
expropriation, nationalization, foreign exchange restrictions, foreign taxation,
changing conditions and foreign and domestic monetary policies, as well as a
higher risk for disruption of operations due to terrorism. Generally, the
Company purchases insurance to protect against some or all losses due to events
of political risk such as nationalization, expropriation, war, confiscation and
deprivation. Occasionally, customers will indemnify the Company against such
losses. Moreover, offshore drilling activity is affected by government
regulations and policies limiting the withdrawal of offshore oil and gas,
regulations affecting production, regulations restricting the importation of
foreign petroleum, environmental regulations and regulations which may limit
operations in offshore areas by foreign companies and/or personnel. See Note 12
to Consolidated Financial Statements contained in the Company's Annual Report to
Shareholders for fiscal year 2001, incorporated herein by reference, for a
summary of contract revenues, operating income and identifiable assets by
geographic region.
Because of the Company's foreign operations, its overall effective tax rate
may in the future be higher than the maximum United States corporate statutory
rate due to higher foreign tax rates in certain jurisdictions or less than full
creditability of foreign taxes paid.
EMPLOYEES
The Company currently employs approximately 850 persons in its domestic and
worldwide operations. In connection with its foreign drilling operations, the
Company has often been required by the host country to hire substantial portions
of its work force in that country and, in some cases, these employees may be
represented by foreign unions. To date, the Company has experienced little
difficulty in complying with such requirements, and the Company's drilling
operations have not been significantly interrupted by strikes or work stoppages.
SECURITIES LITIGATION SAFE HARBOR STATEMENT
Some of the information presented in, or in connection with, this Report
constitute "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve potential risks and
uncertainties. The Company's future results could differ materially from those
discussed here. Some of the factors that could cause or contribute to such
differences include:
o The Company's dependence on the oil and gas industry;
o the risks involved in the construction and upgrade of the Company's rigs;
o the operational risks involved in drilling for oil and gas;
o the efforts of vigorous competition;
o the risk of disruption in operations by terrorism;
o the risk inherent in international operations, including possible economic,
political or monetary instability; and,
o governmental regulations and environmental matters.
The words "believe", "impact", "intend", "estimate", "anticipate", "plan"
and similar expressions identify forward-looking statements. These
forward-looking statements are found at various places throughout the
Management's Discussion and Analysis incorporated by reference in Part II and
elsewhere in this report.
Undue reliance should not be placed on these forward-looking statements,
which are applicable only on the date hereof. The Company and its
representatives have no general obligation to revise or update these
forward-looking statements to reflect events or circumstances that arise after
the date hereof or to reflect the occurrence of unanticipated events.
COMPANY INFORMATION
The Company's filings made with the Securities and Exchange Commission
("SEC") may be obtained from the SEC at the physical address and internet
address indicated in the Company's Annual Report to Shareholders for fiscal year
2001, incorporated herein by reference. The Company's internet address is
http://www.atwd.com.
ITEM 2. PROPERTIES
Information regarding the location and general character of the Company's
principal assets may be found in the table with the caption heading "Offshore
Drilling Operations" in the Company's Annual Report to Shareholders for fiscal
year 2001, which is incorporated by reference herein.
Since 1996, the Company has expended over $250 million in upgrading all of
its current active drilling units. In 1997, the ATWOOD HUNTER and ATWOOD
SOUTHERN were upgraded at costs of $40 million and $35 million, respectively. In
1998, the ATWOOD FALCON and VICKSBURG were upgraded at costs of $45 million and
$35 million, respectively. In 1999, the SEAHAWK was upgraded at a cost of $22
million. In June 2000, a small water-depth upgrade was performed on the ATWOOD
EAGLE along with an upgrade and refurbishment of the RICHMOND at costs of $8
million and $7 million, respectively. In 2001, the ATWOOD HUNTER was upgraded
again to, among other things, extend its drilling water-depth capabilities to
5,000 feet at a cost of $58 million. During fiscal year 2002, the Company is
planning an additional upgrade of the ATWOOD EAGLE which is estimated to cost
$90 million. In December 2000, the Company purchased the semisubmersible unit
SEASCOUT for $4.5 million. This unit was purchased for conversion and upgrade to
a semisubmersible tender assist vessel once an acceptable contract opportunity
has been secured. In July 2001, the Company contracted to construct a
ultra-premium jack-up estimated to cost $125 million, with delivery scheduled
for June 2003. For more information concerning these costs, see Note 4 in
Consolidated Financial Statements contained in the Company's Annual Report to
Shareholders for fiscal year 2001, incorporated by reference herein.
ITEM 3. LEGAL PROCEEDINGS
On August 31, 2000, the Company became a defendant in Bryant v. R&B Falcon
Drilling USA, Inc. et al., Civil Action No. G-00-488, in the United States
District Court for the Southern District of Texas-Galveston Division. In this
suit, the plaintiff purported to represent a class of persons who are members of
the crew aboard water-based drilling apparatuses and who accepted employment
with defendants while in the United States for domestic or international employ.
The plaintiff alleged the Company and a number of other offshore drilling
contractors or their affiliates, all defendants in the suit, acted in concert to
depress wages and benefits paid to their offshore employees. The plaintiff
contended that this alleged conduct violates federal and state antitrust laws.
The Company vigorously denies these allegations and in 2001 reached a settlement
in principle with the plaintiff, pending final approval by the members of the
class action suit. Management does not believe that the outcome of this matter
will have a material effect on its business, financial position or results of
operations.
The Company is party to a number of other lawsuits which are ordinary,
routine litigation incidental to the Company's business, the outcome of which,
individually, or in the aggregate, is not expected to have a material adverse
effect on the Company's financial conditions or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
During the fourth quarter of fiscal 2001, no matters were submitted to a
vote of shareholders through the solicitation of proxies or otherwise.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND
RELATED SHAREHOLDER MATTERS
As of November 30, 2001, there were over 750 beneficial owners of the
Company's common stock.
The Company did not pay cash dividends in fiscal years 2000 or 2001 and the
Company does not anticipate paying cash dividends in the foreseeable future
because of the capital intensive nature of its business. To enable the company
to maintain its high competitive profile in the industry, cash reserves will be
utilized, at the appropriate time, to upgrade existing equipment or to acquire
additional equipment. The Company's revolving credit facility prohibits the
Company from paying dividends on common stock.
Market information concerning the Company's common stock may be found under
the caption heading "Stock Price Information" in the Company's Annual Report to
Shareholders for fiscal 2001, which is incorporated by reference herein.
ITEM 6. SELECTED FINANCIAL DATA
Information required by this item may be found under the caption "Five Year
Financial Review" in the Company's Annual Report to Shareholders for fiscal
2001, which is incorporated by reference herein.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Information required by this item may be found in the Company's Annual
Report to Shareholders for fiscal 2001, which is incorporated by reference
herein.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information required by this item may be found under the caption
"Disclosures About Market Risk" in the Company's Annual Report to Shareholders
for fiscal 2001, which is incorporated by reference herein.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Information required by this item may be found in the Company's Annual
Report to Shareholders for fiscal 2001, which is incorporated by reference
herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
There have been no changes in or disagreements with the Company's
independent public accountants on accounting and financial disclosure.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
This information is incorporated by reference from the Company's definitive
Proxy Statement for the Annual Meeting of Shareholders to be held February 14,
2002, to be filed with the Securities and Exchange Commission (the Commission)
not later than 120 days after the end of the fiscal year covered by this Form
10-K.
ITEM 11. EXECUTIVE COMPENSATION
This information is incorporated by reference from the Company's definitive
Proxy Statement for the Annual Meeting of Shareholders to be held February 14,
2002, to be filed with the Commission not later than 120 days after the end of
the fiscal year covered by this Form 10-K.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
This information is incorporated by reference from the Company's definitive
Proxy Statement for the Annual Meeting of Shareholders to be held February 14,
2002, to be filed with the Commission not later than 120 days after the end of
the fiscal year covered by this Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
This information is incorporated by reference from the Company's definitive
Proxy Statement for the Annual Meeting of Shareholders to be held February14,
2002, to be filed with the Commission not later than 120 days after the end of
the fiscal year covered by this Form 10-K.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS, AND REPORTS ON FORM 8-K
(a) FINANCIAL STATEMENTS AND EXHIBITS
1. FINANCIAL STATEMENTS
The following financial statements, together with the report of Arthur
Andersen LLP dated November 19, 2001 appearing in the Company's Annual Report to
Shareholders, are incorporated by reference herein:
Report of Independent Public Accountants
Consolidated Balance Sheets as of September 30, 2001 and 2000
Consolidated Statements of Operations for each of the three years
in the period ended September 30, 2001
Consolidated Statements of Cash Flows for each of the three years in
the period ended September 30, 2001
Consolidated Statements of Changes in Shareholders' Equity for each
of the three years in the period ended September 30, 2001
Notes to Consolidated Financial Statements
2. EXHIBITS
See the "EXHIBIT INDEX" for a listing of all of the Exhibits filed as part
of this report.
The management contracts and compensatory plans or arrangements required to
be filed as exhibits to this report are as follows:
Atwood Oceanics, Inc. 1990 Stock Option Plan - See Exhibit 10.1.1
hereof.
Form of Atwood Oceanics, Inc. Stock Option Agreement (1990 Stock
Option Plan) - See Exhibit 10.1.2 hereof
Amendment No. 1 to the Atwood Oceanics, Inc. 1990 Stock Option
Plan - See Exhibit 10.1.3 hereof
Form of Amendment No. 1 to the Atwood Oceanics, Inc. Stock Option
Agreement (1990 Stock Option Plan) - See Exhibit 10.1.4 hereof
Atwood Oceanics, Inc. 1996 Incentive Equity Plan -
See Exhibit 10.3.1 hereof.
Form of Atwood Oceanics, Inc. Stock Option Agreement (1996 Incentive
Equity Plan) - See Exhibit 10.3.2 hereof
Amendment No. 1 to Atwood Oceanics, Inc. 1996 Incentive Equity Plan -
See Exhibit 10.3.3. hereof
Form of Amendment No. 1 to the Atwood Oceanics, Inc. Stock Option
Agreement(1996 Incentive Equity Plan)- See Exhibit 10.3.4 hereof
Amendment No. 2 to Atwood Oceanics, Inc. 1996 Incentive Equity
Plan - See Exhibit 10.3.5. hereof.
(b) REPORTS ON FORM 8-K
On July 24, 2001, the Company filed a report on Form 8-K announcing that it
entered into an agreement to construct a $125 million ultra-premium jack-up
drilling unit.
On August 1, 2001, the Company in conjunction with releasing its third
quarter operating results furnished a report Form 8-K reporting certain
information relating to Regulation FD disclosure.
On September 5, 2001, the Company furnished a report on Form 8-K providing
certain information relating to Regulation FD disclosure.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ATWOOD OCEANICS, INC.
/s/ JOHN R. IRWIN
JOHN R. IRWIN, President
DATE: 6 December 2001
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities on the dates indicated.
/s/ JAMES M. HOLLAND /s/ JOHN R. IRWIN
JAMES M. HOLLAND JOHN R. IRWIN
Senior Vice President President and Director
(Principal Financial and Accounting Officer) (Principal Executive Officer)
Date: 6 December 2001 Date: 6 December 2001
/s/ ROBERT W. BURGESS /s/ GEORGE S. DOTSON
ROBERT W. BURGESS GEORGE S. DOTSON
Director Director
Date: 6 December 2001 Date: 6 December 2001
/s/ HANS HELMERICH /s/ WILLIAM J. MORRISSEY
HANS HELMERICH WILLIAM J. MORRISSEY
Director Director
Date: 6 December 2001 Date: 6 December 2001
/s/ W.H. HELMERICH, III
W.H. HELMERICH, III
Director
DATE: 6 December 2001
EXHIBIT INDEX
3.1.1 Restated Articles of Incorporation dated January 1972 (Incorporated
herein by reference to Exhibit 3.1.1 of the Company's Form 10-K for
the year ended September 30, 1993).
3.1.2 Articles of Amendment dated March 1975 (Incorporated herein by
reference to Exhibit 3.1.2 of the Company's Form 10-K for the year
ended September 30, 1993).
3.1.3 Articles of Amendment dated March 1992 (Incorporated herein by reference
to Exhibit 3.1.3 of the Company's Form 10-K for the year ended
September 30, 1993).
3.1.4 Articles of Amendment dated November 6, 1997 (Incorporated herein by
reference to Exhibit 3.1.4 of the Company's Form 10-K for the year
ended September 30, 1997).
3.2 Bylaws, as amended (Incorporated herein by reference to Exhibit 3.2 of
the Company's Form 10-K for the year ended September 30, 1993).
10.1.1 Atwood Oceanics, Inc. 1990 Stock Option Plan (Incorporated herein by
reference to Exhibit 10.2 of the Company's Form 10-K for the year
ended September 30, 1993).
10.1.2 Form of Atwood Oceanics, Inc. Stock Option Agreement - 1990 Stock Option
Plan (Incorporated herein by reference to the Company's Form 10-K for
the year ended September 30, 1999).
10.1.3 Amendment No.1 to the Atwood Oceanics, Inc. 1990 Stock Option Plan
(Incorporated herein by reference to the Company's Form 10-K for the
year ended September 30, 1999).
10.1.4 Form of Amendment No. 1 to the Atwood Oceanics, Inc. Stock Option
Agreement 1990 Stock Option Plan (Incorporated herein by reference to
the Company's Form 10-K for the year ended September 30, 1999).
10.2 Joint Venture Letter Agreement dated November 4, 1994 between the
Company and Helmerich & Payne, Inc. (Incorporated herein by reference
to Exhibit 10.3 of the Company's Form 10-K for the year ended
September 30, 1994).
10.3.1 Atwood Oceanics, Inc. 1996 Incentive Equity Plan (Incorporated herein by
reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter
ended June 30, 1997).
10.3.2 Form of Atwood Oceanics, Inc. Stock Option Agreement - 1996 Incentive
Equity Plan (Incorporated herein by reference to the Company's Form 10-K
for the year ended September 30, 1999).
10.3.3 Amendment No. 1 to the Atwood Oceanics, Inc. 1996 Incentive Equity Plan
(Incorporated herein by reference to the Company's Form 10-K for the year
ended September 30, 1999).
10.3.4 Form of Amendment No. 1 to the Atwood Oceanics, Inc. Stock Option
Agreement - 1996 Incentive Equity Plan (Incorporated herein by reference
to the Company's Form 10-K for the year ended September 30, 1999).
10.3.5 Amendment No.2 to the Atwood Oceanics, Inc. 1996 Incentive Equity Plan
(Incorporated herein by reference to the Company's Form DEF14A dated
February 20, 2001).
10.4 Drilling Contract dated January 29, 1997 between the Company and
Occidental Phillipines, Inc. (Incorporated herein by reference to
the Company's Form 8-K dated July 10, 1997).
10.5 Credit Agreement dated July 17, 1997 between the Company and Bank
One, Texas, N.A., Christiania Bank OG Kreditkasse Asa, New York
Branch and Other Financial Institutions (Incorporated herein by
reference to the Company's Form 8-K dated July 21, 1997).
10.6 Drilling Contract dated June 20, 1996 between the Company and
British-Borneo Petroleum, Inc. for use of the ATWOOD HUNTER
(Incorporated herein by reference to the Company's Form 8-K dated
June 24, 1996).
10.7 Credit Agreement dated June 30, 2000 between the Company and Bank
One, N.A., and Other Financial Institutions (Incorporated herein by
reference to Exhibit 99.1 of the Company's Form 8-K dated July 5,
2000).
10.8 Credit Agreement dated June 30, 2000 between the Company and Bank One,
N.A. and Other Financial Institutions (Incorporated by reference to
Exhibit 99.2 of the Company's Form 8-K dated July 5, 2000).
10.9 Vessel Construction Agreement dated July 24, 2001 between the Company
and Keppel Fels Limited to construct a KFELS Mod V Enhanced B-Class
Jack-up drilling unit.
*13.1 Annual Report to Shareholders
*21.1 List of Subsidiaries
*23.1 Consent of Independent Public Accountants
* Filed herewith