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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 1995
Commission File Number 0-6352
ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)
State of Texas
(State or other juridsiction of incorporation or organization)
74-1611874
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
15835 Park Ten Place Drive
P.O. Box 218350
Houston, Texas 77218
(Address of principal executive offices)
Registrant's telephone number, including area code:
(713) 492-2929
Securities registered pursuant to Section 12(b) of the Act:
NONE
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1 par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 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 filing
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 Form 10-K [ ]
The aggregate market value of the voting stock held by non-
affiliates of the registrants as of November 30, 1995 is
$94,294,000.
The number of shares outstanding of the issuer's class of Common
Stock, as of November 30 , 1995: 6,629,013 shares of Common
Stock, $1 par value.
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ITEM 14. EXHIBITS, FINANCIAL STATEMENT AND REPORT 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 21, 1995 appearing in the
Company's Annual Report to Shareholders, are incorporated herein
by reference to Exhibit 13.1 of the Company's Form 10-K for the
year ended September 30, 1995:
Consolidated Balance Sheets
Consolidated Statements of Operations
Consolidated Statements of Cash Flows
Consolidated Statements of Changes in Shareholders'
Equity
Report of Independent Public Accountants
Notes to Consolidated Financial Statements
2. Exhibits
Listed below are all of the Exhibits filed as part of this
report.
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 ofthe Company's Form 10-K
for the year ended September 30, 1993).
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 Atwood Oceanics, Inc. 1981 Incentive Stock
Option Plan (Incorporated herein by reference
to Exhibit 10.1 of the Company's Form 10-K
for the year ended September 30, 1993).
10.2 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).
10.3 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).
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10.4.1 Second Amended and Restated Master Loan
Restructuring Agreement as of March 31,
1995 between Atwood Deep Seas, Ltd.;
Texas Commerce Bank, National
Association; CoMac Partners and Chemical
Bank.
10.4.2 First Amendment to Second Amended and
Restated Master Loan Restructuring
Agreement dated as of November 28, 1995
between Atwood Deep Seas, Ltd.; Texas
Commerce Bank, National Association;
CoMac Partners and Chemical Bank.
10.5 Asset Purchase Agreement dated February 14,
1995, effective as of December 31, 1995
between Atwood Falcon I, Ltd. and Atwood
Oceanics Pacific Limited. (Incorporated
herein by reference to Exhibit 10.5 of the
Company's Form 10-K for the year ended
September 30, 1995.)
10.6 Purchase and Sale Agreement dated February
14, 1995, effective as of December 31, 1995
among Philadelphia Investment Corporation of
Delaware, Philadelphia Falcon Drilling
Company, Philadelphia Drilling Company,
Atwood Oceanics Drilling Company, Atwood
Falcon Co., Atwood Hunter Co., Eagle Oceanics
Inc., the Company, Atwood Falcon I, Ltd. and
Atwood Deep Seas, Ltd. (Incorporated herein
by reference to Exhibit 10.6 of the Company's
Form 10-K for the year ended September 30,
1995.)
13.1 Annual Report to Shareholders. (Incorporated
herein by reference to Exhibit 13.1 of the
Company's Form 10-K for the year ended
September 30, 1995.)
21.1 List of Subsidiaries. (Incorporated herein
by reference to Exhibit 21.1 of the Company's
Form 10-K for the year ended September 30,
1995.)
23.1 Accountants Consent. (Incorporated herein by
reference to Exhibit 23.1 of the Company's
Form 10-K for the year ended September 30,
1995.)
27.1 Financial Data Schedule. (Incorporated
herein by reference to Exhibit 27.1 of the
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Company's Form 10-K for the year ended
September 30, 1995.)
4. Executive Compensation Plans and Arrangements
Atwood Oceanics, Inc. 1981 Incentive Stock Option
Plan - See Exhibit 10.1 hereof.
Atwood Oceanics, Inc. 1990 Stock Option Plan - See
Exhibit 10.2 hereof.
(b) Reports on Form 8-K
During the last quarter of fiscal 1995, the Company
did not file with the Securities and Exchange Commission any
reports on Form 8-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ATWOOD OCEANICS, INC.
JOHN R. IRWIN, President JAMES M. HOLLAND, Senior Vice President
(Principal Executive Officer) (Principal Financial and Accounting
Officer)
Date: January 18, 1996 Date: January 18, 1996