-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CvhjIQJes+hiTTE5sSKk2Q+6rt7s/eAg6Sa6nf0D4SFZOehLVDaw0EYL+dZiqlGL 9ayyq7R/h60w6b9TyijuIg== 0000008411-96-000004.txt : 20030213 0000008411-96-000004.hdr.sgml : 20030213 19960112160403 ACCESSION NUMBER: 0000008411-96-000004 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960112 FILED AS OF DATE: 19960112 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATWOOD OCEANICS INC CENTRAL INDEX KEY: 0000008411 STANDARD INDUSTRIAL CLASSIFICATION: DRILLING OIL & GAS WELLS [1381] IRS NUMBER: 741611874 STATE OF INCORPORATION: TX FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-06352 FILM NUMBER: 96503188 BUSINESS ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 7134922929 DEF 14A 1 Page 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the registrant [x] Filed by a party other than the registrant [] Check the appropriate box: [] Preliminary proxy statement [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) ATWOOD OCEANICS, INC. (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check the appropriate box): [x] $125 per Exchange Act Rule 0-11(c)(l)(ii), 14a-6(i)(l), or 14a-6(j)(2). [] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [] Fee computed on table below per Exchange Act Rules 14-a6(i)(4) and 0-11. (1) Title of each class of securities to which transactions applies: N/A (2) Aggregate number of securities to which transaction applies: N/A (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: N/A (4) Proposed maximum aggregate value of transaction: N/A [] 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. Page 2 (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 3 ATWOOD OCEANICS, INC. 15835 PARK TEN PLACE DRIVE HOUSTON, TEXAS 77084 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Houston, Texas January 16, 1996 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 8, 1996, 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 act upon shareholder proposal. 3. 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, 1995 will be entitled to notice of and to vote at the Annual Meeting. Shareholders are cordially invited to attend the meeting in person. Those who will not attend are requested to sign and promptly mail the enclosed proxy for which a stamped return envelope is provided. By Order of the Board of Directors JAMES M. HOLLAND, Secretary Page 4 ANNUAL MEETING OF SHAREHOLDERS ATWOOD OCEANICS, INC. _______________ PROXY STATEMENT _______________ January 16, 1996 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, 1995 will be entitled to vote at the Annual Meeting of Shareholders to be held February 8, 1996 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 16, 1996. 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 owner 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, 1995, 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 6,635,713 shares of Common Stock of the Company outstanding. The election as directors of the persons nominated in this proxy statement, as well as approval of any other matters which may properly come before the meeting, 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 Page 5 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, 1995 (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. Unless otherwise noted, each shareholder listed below has sole voting and dispositive power with respect to the shares listed. Page 6
Name and Address Shares Owned Percent Beneficially of Class Helmerich & Payne Intl. Drilling Co.(1)----------------------- 820,124 12.36% Utica at 21st Tulsa, Oklahoma Helmerich & Payne, Inc.(1)---------------- 779,876 11.75% Utica at 21st Tulsa, Oklahoma Lindner Fund, Inc. (2)-------------------- 581,000 8.76% Ryback Management Corporation (2) 7711 Cardonelet Ave. St. Louis, Mo. 63105 Forstmann-Leff Associates Inc.(3)--------- 565,000 8.52% FLA Asset Management, Inc. (3) 55 East 52nd Street New York, New York 10055 FMR Corp (4)------------------------------ 484,600 7.30% Edward C. Johnson 3d (4) 82 Devonshire Street Boston, MA 02109 Ralph Wanger (5)-------------------------- 352,500 5.31% Wanger Asset Management, Ltd. (5) Wanger Asset Management, L.P. (5) 227 West Monroe Suite 3000 Chicago, Illinois 60606
___________________ (1) Walter H. Helmerich, III is Chairman and a director, and Hans Helmerich, son of Walter H. Helmerich, III, is President, Chief Executive Officer and a director, respectively, of Helmerich & Payne, Inc. Messrs. Walter H. Helmerich, III and Hans Helmerich, together with other family members and the estate of W.H. Helmerich, deceased, are controlling shareholders of Helmerich & Payne, Inc., which with its wholly-owed subsidiary, Helmerich & Payne International Drilling Co., owns of record and beneficially 1,600,000 shares of Common Stock of the Company. Messrs. Walter H. Helmerich, III and Hans Helmerich Page 7 have disclaimed beneficial ownership of the Common Stock owned by these companies. (2) Lindner Fund, Inc. ("LFI") and Ryback Management Corporation ("RMC") have no sole voting or dispositive power with respect to any shares of the Company's Common Stock, and each has shared voting and dispositive power with respect to 581,000 shares of the Company's Common Stock. The foregoing information was obtained from Schedule 13G dated January 25, 1995 filed with the Securities and Exchange Commission by RMC and LFI. (3) FLA Asset Management, Inc. is a subsidiary of Forstmann-Leff Associates Inc. Forstmann-Leff Associates, Inc. has sole voting power with respect to 319,500 shares, shared voting power with respect to 14,500 shares, sole dispositive power with respect to 446,400 shares and shared dispositive power with respect to 118,600 shares of the Company's Common Stock. FLA Asset Management, Inc. has no sole voting or dispositive power with respect to any shares of the Company's Common Stock, and has shared voting power with respect to 14,500 shares and shared dispositive power with respect to 118,600 shares of the Company's Common Stock. The foregoing information was obtained from an Amendment No. 5 to Schedule 13G dated February 13, 1995 filed with the Securities and Exchange Commission by Forstmann-Leff Associates, Inc. and FLA Asset Management, Inc. (4) FMR Corp. has sole voting power with respect to 326,900 shares and sole dispositive power with respect to 484,600 shares of the Company's Common Stock. Edward C. Johnson 3d has sole dispositive power with respect to 484,600 shares of the Company's Common Stock. The foregoing information was obtained from an Amendment No. 5 to Schedule 13G dated February 13, 1995 filed with the Securities and Exchange Commission by FMR Corp. (5) Wanger Asset Management, Ltd. ("WAM LTD") is the general partner of Wanger Asset Management, L.P. ("WAM L.P."). Ralph Wanger, WAM LTD. and WAM L.P. have no sole voting or dispositive power with respect to any shares of the Company's Common Stock, and have shared voting and dispositive powers with respect to 352,500 shares of the Company's Common Stock. The foregoing information was obtained from an Amendment No. 2 to Schedule 13G dated February 8, 1995 filed with the Securities and Exchange Commission by Ralph Wanger, WAM Page 8 LTD. and WAM L.P. adjusted by 59,000 shares reported as purchased by WAM L.P. since March 1995 in a report prepared by CDA Equity Intelligence for the Company. It was assumed that Ralph Wanger, WAM LTD. and WAM L.P. had no sole voting or dispositive power, with each having shared voting and dispositive power with respect to the 59,000 shares purchased; therefore the reported data in Amendment No. 2 to Schedule 13G were accordingly adjusted. 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, 1995 by each of the directors, by each of the named executive officers, and by all directors and executive officers as a group. Unless otherwise indicated below, each of the named persons and members of the group has sole voting and investment power with respect to the shares shown.
Name of Director, Shares Owned Percent Nominees or Group Beneficially of Class Robert W. Burgess - 0.00% George S. Dotson - 0.00% Walter H. Helmerich, III (1) 0.00% Hans Helmerich (1) 0.00% William J. Morrissey - 0.00% John R. Irwin 13,200 (3) (2) James M. Holland 7,417 (4) (2) Larry P. Till 4,825 (3) (2) Glen P. Kelley 2,450 (3) (2) All directors and executive officers as a group (9 persons) 27,892 (5) (2)
____________ (1) See Note (1) on page 6 for more information. (2) Less than 1%. (3) All of such shares may be acquired upon the exercise of options. (4) Includes 6,350 shares which may be acquired upon the exercise of options. (5) Includes 26,825 shares which may be acquired upon the exercise of options. Page 9 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, 1995 are indicated opposite his name.
Date of First Name Offices Held Election Age John R. Irwin President and Chief March 50 Executive Officer 1993 James M. Holland Senior Vice President October 50 and Secretary 1988 Glen P. Kelley Vice President - October 47 Contracts and 1988 Administration Larry P. Till Vice President - November 51 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. Page 10 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 54 1990 1997 George S. Dotson Director February February 55 1988 1997 Walter H. Helmerich, III Director April February 72 1970 1997 Hans Helmerich Director February February 37 1989 1997 John R. Irwin Director, November February 50 President 1992 1997 and Chief Executive Officer Page 11 William J. Morrissey Director November February 68 1969 1997
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 on the Board of Helmerich & Payne, 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. In addition to the position Mr. Helmerich holds with Helmerich & Payne, Inc., he serves as a director on the Boards of Liberty Bank & Trust Company of Oklahoma City, N.A., Liberty Bank & Trust Company of Tulsa, N.A., and Liberty Bancorp, Inc. 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 sixteen 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. Pursuant to an agreement between the Company, several of its wholly-owned subsidiaries, and several wholly-owned subsidiaries of CIGNA Corporation (including Insurance Company of North America), Philadelphia Investment Corporation of Delaware ("PICD") a Page 12 wholly-owned subsidiary of CIGNA Corporation, was given the right, under certain circumstances, to nominate one person to be a member of the Board of Directors of the Company. Pursuant to such right, and in accordance with the terms and provisions of the Company's Bylaws, Mr. Burgess was nominated and elected as a member of the Board of Directors of the Company in September 1990. Should Mr. Burgess resign or otherwise vacate his office, another person appointed by PICD will be nominated to fill the unexpired term of office. 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 1995, 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 1995, there was one meeting of the Compensation Committee. There were four meetings of the Board of Directors held during fiscal 1995, 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. ITEM 2 - SHAREHOLDER PROPOSAL A shareholder, whose name, address and share ownership will be furnished by the Company promptly upon request, has given notice of its intention to introduce the following proposal at the Annual Meeting. Shareholder Proposal and Supporting Statement We believe the employee and board composition of major corporations should reflect the people in the work force and marketplace of the 21st century if our company is going to remain competitive. Our employees, customers and stockholders are now made up of a greater diversity of backgrounds than ever before. The report of the Department of Labor's 1995 bi-partisan Glass Ceiling Commission, "Good For Business: Making Full Use of the Nation's Human Capital," confirms diversity and inclusiveness in the workplace has a positive impact on the bottom line. A report of Standard and Poor 500 companies provided by Covenant Fund Page 13 revealed "...firms that succeed in shattering their own glass ceiling racked up stock-market records that were nearly 2 1/2 times better than otherwise - comparable companies." In 1994 the Investor Responsibility Research Center reported inclusiveness at senior management and board levels was only 9% of the fortune 500 companies in a comparable work force of 57% diversity. The Glass Ceiling Commission reported that companies are selecting from only half of the talent of our work force. Therefore we urge our corporation to enlarge its search for the best qualified board members by casting a wider net. If we are to be prepared for the 21st century we must learn how to compete in a growing diverse global market place by promoting and selecting the best people regardless of race, gender or physical challenge. We believe the judgements and perspectives of a diverse board would serve to improve the quality of corporate decision-making. Since the board of directors is responsible for representing shareholder interests in corporate meetings, a growing proportion of stockholders is now attaching value to board inclusiveness. A 1994 Investor Responsibility Research Center survey revealed 37% of respondents cited board diversity as the influencing factor for supporting votes. The Teachers Insurance and Annuity Association and College Retirement Equities Fund, the largest institutional investor in the United States, recently issued a set of corporate governance guidelines including a call for "diversity of directors of experience, sex, age and race." Therefore be it resolved that shareholders request: 1. The nominating committee of the Board in its search for suitable board candidates, make a greater effort to find qualified women and minority candidates for nomination to the Board of Directors. 2. The Board of Directors issue a statement publicly committing the company to a policy of board inclusiveness with a program of steps to take and the timeline expected to move in that direction. 3. The Company issue a report by September 1996 at a reasonable expense that includes a description of: a) efforts to encourage diversified representation to our Board of Directors b) criteria for board qualification c) the process of selecting the board candidates d) the process of selecting the board committee members. Page 14 Board of Directors' Response to Shareholder Proposal The Company's Board of Directors unanimously recommends a vote AGAINST the shareholder proposal. Unlike many other public companies that have large boards of directors, Atwood Oceanics, Inc. has taken a different approach. To maintain a knowledgeable, effective and efficient board of directors and to avoid unnecessary expenses, the number of directors on the Company's board has ranged from six to seven during the last ten years and is currently six. During this period, the contract drilling industry in which the Company competes has experienced significant challenges. Many challenges still exist. When selecting individuals for nomination to the Company's Board of Directors, all qualified candidates are considered based on their knowledge of and participation in the Company and the industry in which the Company operates. The individuals currently on the Company's Board bring to bear a collective 75 years of experience with the Company in fulfilling their duties. The success of the Company under the guidance of its Board is well documented. Under the experienced leadership of the current Board during turbulent market conditions of the 80's and early 90's, the Company maintained a strong balance sheet and met all of its obligations. In recent years, the Company has been towards the top of the industry in earnings per share and cash flow per share. The Board is now challenged to continue its successful leadership of the Company through the current cycle of fluctuating market conditions. The shareholder proposal would require the Board of Directors to make a greater effort to find women and minority candidates, to issue a public statement committing the Company to a policy of board inclusiveness and establishing a timetable for achieving same, and to issue a report describing its efforts, criteria and process of achieving board inclusiveness. Your Board of Directors believes that the shareholder proposal (i) is inappropriately restrictive, (ii) would unduly limit the Company in its selection of directors, (iii) would involve significant costs without any benefit, and (iv) would clearly be detrimental to the best interests of the Company and its shareholders. The Company's Board of Directors unanimously recommends a vote AGAINST the shareholder proposal. EXECUTIVE COMPENSATION In accordance with the Securities and Exchange Commission ("SEC") executive compensation disclosure requirements under Item Page 15 402 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 plan. 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, 1995, the compensation program for executive officers consisted 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. Operating results for 1994 and 1995 reflect significant improvements over prior years. Fiscal year 1994 was the Company's first profitable year since 1989 and highest profitable level since 1983. Prior to 1994, as the result of adverse market conditions and operating losses, compensation of executive officers was primarily restricted to base salary, granting of stock options and contributions to a retirement plan. In recognition of the significant improvement in operating performance, the Company awarded bonuses (ranging from $10,500 to Page 16 $12,750) and granted salary increases to each of the Company's executive officers in December 1994. Chief Executive Officer Compensation Mr. Irwin's compensation for fiscal year 1995 included a bonus of $25,000 in addition to an increase of approximately $15,000 in his annual base salary. Subsequent evaluations of Mr. Irwin's compensation will be based upon the same criteria as set forth above with respect to officers generally. Compensation Committee George S. Dotson Robert W. Burgess December 31, 1995 Hans Helmerich _________________________ (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 1994-5 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. During the Company's 1994-5 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 Board of Directors, (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 17 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 Other (Awards) All Other Name and Principal Year Salary Bonus Annual Stock Compensation Position Compensation Options (A) $ $ $ (#) ($) John R. Irwin 1995 174,150 25,000 --- --- 18,924 President 1994 159,000 --- --- 4,000 17,318 and Chief 1993 148,583 --- --- 6,000 16,392 Executive Officer Larry P. Till 1995 118,455 11,750 --- --- 13,888 Vice President 1994 110,133 --- --- 2,700 13,056 Operations 1993 104,594 2,000 --- 4,500 12,080 James M. Holland 1995 112,800 12,750 --- --- 13,323 Senior Vice 1994 104,871 --- --- 2,700 12,531 President 1993 99,006 --- --- 4,500 11,260 Glen P. Kelley 1995 95,880 10,500 --- --- 10,648 Vice President 1994 88,863 --- --- 2,700 6,880 Contracts 1993 83,010 1,500 --- 4,500 2,546 and Administration - ---------------------------
(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 1995, 1994 and 1993 of $17,415, $15,900, and $14,858, respectively; Company paid term life and insurance premiums ("TLIP") for 1995, 1994 and 1993 of $1,509, $1,418, and $1,534, respectively; (ii) Mr. Till: Annual Company contribution to the DCP for 1995, 1994, and 1993 of $11,845, $11,013, and $10,459 respectively; Company paid TLIP for 1995, 1994, and 1993 of $2,043, $2,043, and $1621, respectively; (iii) Mr. Holland: Annual Company contributions to the DCP for 1995, 1994, and 1993 of $11,280, $10,488, and $9,901 respectively; Company Page 18 paid TLIP for 1995, 1994, and 1993 of $2,043, $2,043, and $1,359 respectively; (iv) Mr. Kelley: Annual Company contribution to the DCP for 1995, 1994, and 1993 of $ 9,588, $5,935, and $1,660 respectively; Company paid TLIP for 1995, 1994, and 1993 $1,060, $945, and $886, respectively.
Option Exercises and Year End Value Table Number of Securities Underlying Shares Acquired Unexercised Value of Unexercised on Exercise Value Options at In-the-Money Options Name during Fiscal Realized Sept. 30, 1995 at Sept. 30, 1995 (A) 1995 (#) ($) (#) ($) Exercisable/ Exercisable/ Unexercisable Unexercisable Irwin --- --- 13,200/16,800 $114,033/$146,167 Till 5,125 31,231 4,825/12,750 $ 39,304/$109,730 Holland 2,600 23,175 7,350/12,750 $ 58,003/$109,730 Kelley 5,475 37,713 4,325/12,400 $ 32,754/$107,651 -------------
(A) At September 30, 1995, all option exercise prices were less than the $20.69 per share market value of the Company's common stock; thus, all options were "in the money". Page 19 ATWOOD OCEANICS, INC. COMMON STOCK PRICE PERFORMANCE GRAPH Prior to 1995, the peer group data used in the stock price performance graph was based upon the Center for Research in Security Prices ("CRSP") Index for NASDAQ stocks (SIC 1380-1389). Since the NASDAQ stocks (SIC 1380-1389) index includes companies involved in oil services other than drilling, it is management's opinion that a more accurate peer group performance comparison will be obtained through an index based on a self-determined peer group of only drilling companies. A common stock price performance graph consistent with prior year's index information, as well as a common stock price performance graph based on the self-determined peer group of drilling companies, is set forth below:
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS* AMONG ATWOOD OCEANICS, INC., THE CRSP INDEX FOR NASDAQ STOCK MARKET, AND THE CRSP INDEX FOR NASDAQ STOCKS (SIC 1380-1389) Index Description 09/28/90 09/30/91 09/30/92 09/30/93 09/30/94 09/30/95 ATWOOD OCEANICS, 100.00 48.3 51.0 57.7 74.5 111.1 INC. CRSP Index for 100.0 157.3 176.3 231.0 232.9 320.7 NASDAQ Stock Market (U.S. Companies) CRSP Index for 100.0 80.6 66.9 106.9 98.7 132.6 NASDAQ Stocks (SIC 1380-1389)
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURNS* AMONG ATWOOD OCEANICS, INC., CRSP INDEX FOR NASDAQ STOCK MARKET, AND THE PEER GROUP OF DRILLING COMPANIES Index Description 9/28/90 9/30/91 9/30//92 9/30/93 9/30/94 9/29/95 ATWOOD OCEANICS, 100.0 48.3 51.0 57.7 74.5 111.1 INC. CRSP Index for 100.0 157.3 176.3 231.0 232.9 320.7 NASDAQ Stock Market (U.S. Companies) Self-Determined Peer Group 100.0 56.0 46.9 78.7 65.6 91.3
Page 20 Constituents of the Self-Determined Peer Group: Arethusa Ltd. Dual Drilling Co. Ensco International Inc. Falcon Drilling Company Global Marine Inc. Marine Drilling Co. Inc. Noble Drilling Corp. Reading & Bates Corp. Rowan Companies, Inc. Sonat Offshore Drilling Inc. * Assumes $1000 invested on September 28, 1990; Total returns assumes dividend reinvested; Fiscal year ending September 30 COMPLIANCE WITH SECTION (16(a) OF THE EXCHANGE ACT 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, 1994 through September 30, 1995, all filing requirements applicable to its officers, directors and greater than ten-percent beneficial owners were complied with, except that Mr. Glen P. Kelley filed a report on Form 4 which incorrectly reported a stock option exercise and simultaneous sale of 1825 shares, rather than the 1875 shares actually exercised and sold. 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 24.11% of the Company's common stock) for the construction of RIG-200, a new generation platform rig. Under the agreement, H&P manages the design, construction, testing and mobilization of the new rig and the Company will manage the initial installation and daily operation of the new rig. The Company and H&P each have a fifty percent interest in the joint venture. At September 30, 1995, the Company had invested $8.2 million in this $24 million project, with an estimated total investment by the Company to be Page 21 approximately $12 million. RIG-200 was originally scheduled to commence operating in offshore Australia in early 1996; however, due to project delays in Australia unrelated to the Company's and H&P's activities, the rig is now scheduled to commence operating in early 1997. 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. Effective December 31, 1994, the Company acquired a third- generation semisubmersible drilling rig from one 50 percent owned Texas limited partnership, and the other 50 percent limited partner's interest in another 50 percent owned Texas limited partnership which owns two third-generation semisubmersible drilling rigs, for an aggregate purchase price of approximately $36 million, consisting of approximately $13 million cash, a $3 million promissory note, and assumption of approximately $20 million in long-term notes payable to a bank group. The consideration for the purchase was based on the values of the three rigs, as adjusted by the debt associated with the rigs and the economic consequences to the parties associated with transfer of ownership of the rigs. One of the Company's directors, Robert W. Burgess, is an officer of CIGNA Corporation, which indirectly owned the other 50 percent limited partnership interests, and which, as of the effective date of the transaction, was an indirect beneficial owner of more than 5% of the Company's common stock. 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 1995 $2,000 per meeting for attendance at regular Board meetings, and $250 per meeting for attendance at special Board and committee meetings. Commencing in 1996, the per meeting compensation will be increased to $2,500. 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 by Shareholders of the Company intended to be presented at the next Annual Meeting of the Shareholders must be received by the Company on or before September 16, 1996 in order Page 22 to be included in the next Proxy statement and Form of Proxy relating to that meeting. OTHER MATTERS Management does not intend to bring any other matters before the meeting and has not been informed that any matters are to be presented by others. In the event any other matters properly come before the meeting, the persons named in the enclosed form of proxy will vote the proxies in accordance with their judgment on such matters. If you do not contemplate attending the meeting in person, you are respectfully requested to sign, date and return the accompanying proxy in the enclosed, stamped envelope at your earliest convenience. 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, 1995 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, President Houston, Texas January 16, 1996 Page 23 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 8, 1996 The undersigned, having received the Notice of Meeting and Proxy Statement dated January 16, 1996, 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, 1995 at the Annual Meeting of the Shareholders of the Company to be held February 8, 1996, 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 DIRECTORS AND AGAINST THE SHAREHOLDER PROPOSAL. (PLEASE DATE AND SIGN ON REVERSE SIDE) Page 24 (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. The Board of Directors recommends a vote "AGAINST" item 2. (2) Shareholder Proposal ___ For ___Against ___ Abstain (3) 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. -----END PRIVACY-ENHANCED MESSAGE-----