-----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, C/JWqhraVOQ98BJT6COqEXMuQ/wvsxgROX3vRtFEOobQw/3hzzJxC6ioAn//Bygl 8KNxxwFUTFZ4ViTTMAExBA== 0000008411-01-500006.txt : 20010516 0000008411-01-500006.hdr.sgml : 20010516 ACCESSION NUMBER: 0000008411-01-500006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010331 FILED AS OF DATE: 20010515 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: 10-Q SEC ACT: SEC FILE NUMBER: 001-13167 FILM NUMBER: 1635721 BUSINESS ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 2817497845 MAIL ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 10-Q 1 f10qfmar312001.txt - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------------- Form 10-Q QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR QUARTERLY PERIOD ENDED MARCH 31, 2001 COMMISSION FILE NUMBER 1-13167 ATWOOD OCEANICS, INC. (Exact name of registrant as specified in its charter) TEXAS 74-1611874 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 15835 Park Ten Place Drive 77084 Houston, Texas (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: 281-749-7800 --------------- 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 and (2) has been subject to such filings requirements for the past 90 days. Yes X No___ The number of shares outstanding of the issuer's class of common stock, as of April 30, 2001; 13,829,326 shares of Common Stock, $1 par value. - ------------------------------------------------------------------------------ PART I. ITEM I - FINANCIAL STATEMENTS ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) March 31, September 30, 2001 2000 ------------------- ----------------------- (Unaudited) ASSETS CURRENT ASSETS: Cash and cash equivalents $ 34,832 $ 19,740 Accounts receivable 27,481 31,466 Inventories of materials and supplies, at lower of average cost or market 9,613 9,544 Deferred tax assets 950 950 Prepaid expenses 1,930 3,217 -------- -------- Total Current Assets 74,806 64,917 -------- -------- SECURITIES HELD FOR INVESTMENT: Held-to-maturity, at amortized cost --- 22,594 Available-for-sale, at fair value 371 327 -------- -------- 371 22,921 -------- -------- PROPERTY AND EQUIPMENT, at cost: Drilling vessels, equipment and drill pipe 422,915 391,879 Other 8,477 8,197 -------- -------- 431,392 400,076 Less-accumulated depreciation 188,987 176,569 -------- -------- Net Property and Equipment 242,405 224,107 -------- -------- DEFERRED COSTS AND OTHER ASSETS 1,517 1,306 -------- -------- $319,099 $313,251 ======== ========
The accompanying notes are an integral part of these consolidated financial statements. PART I. ITEM I - FINANCIAL STATEMENTS ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands) March 31, September 30, 2001 2000 --------------------- ----------------------- (Unaudited) LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 5,298 $ 5,886 Accrued liabilities 13,480 11,598 -------- -------- Total Current Liabilities 18,778 17,484 -------- -------- LONG-TERM DEBT, net of current maturities: 40,000 46,000 -------- -------- DEFERRED CREDITS: Income taxes 11,406 10,390 Other 16,520 21,172 -------- -------- 27,926 31,562 -------- -------- SHAREHOLDERS' EQUITY: Preferred stock, no par value; 1,000,000 shares authorized, none outstanding --- --- Common stock, $1 par value; 20,000,000 shares authorized with 13,828,000 and 13,823,000 shares issued and outstanding at March 31, 2001 and September 30, 2000, respectively 13,828 13,823 Paid-in capital 55,237 55,151 Accumulated other comprehensive income (loss) (123) (152) Retained earnings 163,453 149,383 -------- -------- 232,395 218,205 -------- -------- $319,099 $313,251 ======== ========
The accompanying notes are an integral part of these consolidated financial statements. PART I. ITEM I - FINANCIAL STATEMENTS ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) Three Months Ended Six Months Ended March 31, March 31, ---------------------------------------- -------------------------------- 2001 2000 2001 2000 --------- -------- --------- -------- (Unaudited) (Unaudited) REVENUES: Contract drilling $ 35,793 $ 31,878 $ 73,540 $ 62,539 Contract management 1,417 483 3,110 1,006 -------- -------- -------- -------- 37,210 32,361 76,650 63,545 -------- -------- -------- -------- COSTS AND EXPENSES: Contract drilling 16,665 12,392 32,603 26,358 Contract management 1,453 354 3,005 743 Depreciation 6,627 7,564 13,261 13,708 General and administrative 2,371 2,137 4,736 4,137 -------- -------- -------- -------- 27,116 22,447 53,605 44,946 -------- -------- -------- -------- OPERATING INCOME 10,094 9,914 23,045 18,599 -------- -------- -------- -------- OTHER INCOME (EXPENSE) Interest expense (834) (974) (1,800) (1,928) Interest income 517 581 1,087 1,118 -------- -------- -------- -------- (317) (393) (713) (810) -------- -------- -------- -------- INCOME BEFORE INCOME TAXES 9,777 9,521 22,332 17,789 PROVISION FOR INCOME TAXES 3,747 3,540 8,262 6,755 -------- -------- -------- -------- NET INCOME $ 6,030 $ 5,981 $ 14,070 $ 11,034 ======== ======== ======== ======== EARNINGS PER SHARE Basic $.44 $ .44 $1.02 $ .81 Diluted $.43 $ .43 $1.00 $ .80 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING Basic 13,826 13,719 13,824 13,700 Diluted 14,069 13,902 14,048 13,828
The accompanying notes are an integral part of these consolidated financial statements. . PART I. ITEM I - FINANCIAL STATEMENTS ATWOOD OCEANICS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) Six Months Ended March 31, --------------------------------------------- 2001 2000 ------------------ ----------------------- (Unaudited) CASH FLOW FROM OPERATING ACTIVITIES: Net Income $ 14,070 $ 11,034 Adjustments to reconcile net income to net cash provided (used) by operating activities: Depreciation 13,261 13,708 Amortization 26 373 Deferred federal income tax provision 1,000 550 Changes in assets and liabilities: Decrease (increase) in accounts receivable 3,985 (6,795) Increase (decrease) in accounts payable and accrued liabilities 3,515 (5,370) Net mobilization fees (4,261) 6,195 Other 585 1,122 -------- -------- 18,111 9,783 -------- -------- Net cash provided by operating activities 32,181 20,817 -------- -------- CASH FLOW FROM INVESTING ACTIVITIES: Capital expenditures (33,780) (20,980) Treasury notes maturity 22,600 --- -------- -------- Net cash used by investing activities (11,180) (20,980) -------- -------- CASH FLOW FROM FINANCING ACITIVITES: Proceeds from revolving credit facility --- 6,000 Principal payments on long-term debt (6,000) (11,000) Proceeds from exercises of stock options 91 1,624 -------- -------- Net cash used by financing activities (5,909) (3,376) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 15,092 (3,539) CASH AND CASH EQUIVALENTS, at beginning of period 19,740 20,105 -------- -------- CASH AND CASH EQUIVALENTS, at end of period $ 34,832 $ 16,566 ======== ======== - --------------------------- Supplemental disclosure of cash flow information: Cash paid during the period for domestic and foreign income taxes $ 4,465 $ 5,553 ======== ======== Cash paid during the period for interest, net of amounts capitalized $ 1,950 $ 1,096 ======== ========
The accompanying notes are an integral part of these consolidated financial statements. PART I. ITEM 1 - FIANCIAL STATEMENTS ATWOOD OCEANICS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. UNAUDITED INTERIM INFORMATION The unaudited interim financial statements as of March 31, 2001 and for each of the three month and six month periods ended March 31, 2001 and 2000, included herein, have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial reporting. Accordingly, these financial statements and related information have been prepared without audit, and certain information and note disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted, although management believes that the note disclosures are adequate to make the information not misleading. For interim periods, the Company records income taxes using the expected effective tax rate for the fiscal year. In the opinion of the Company's management, the unaudited interim financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position and results of operations of the Company for the periods presented. The interim financial results may not be indicative of results that could be expected for a full year. It is suggested these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and the notes thereto included in the Company's September 30, 2000 Annual Report to Shareholders. 2. EARNINGS PER COMMON SHARE The computation of basic and diluted earnings per share is as follows (in thousands, except per share amounts): Three Months Ended Six Months Ended Net Per Share Net Per Share Income Shares Amount Income Shares Amount ------- ------- ------ -------- ------ ------- March 31, 2001: Basic earnings per share $ 6,030 13,826 $ .44 $14,070 13,824 $ 1.02 Effect of dilutive securities - Stock Options --- 243 (.01) --- 224 (.02) ------- ------ ----- ------- ------ ------ Diluted earnings per share $ 6,030 14,069 $ .43 $14,070 14,048 $1.00 ======= ====== ===== ======= ====== ====== March 31, 2000: Basic earnings per share $ 5,981 13,719 $ .44 $11,034 13,700 $ .81 Effect of dilutive securities- Stock Options --- 183 (.01) --- 128 (.01) ------- ------ ----- ------- ------ ----- Diluted earnings per share $ 5,981 13,902 $ .43 $11,034 13,828 $ .80 ======= ====== ===== ======= ====== =====
3. COMPREHENSIVE INCOME Comprehensive income includes the following (in thousands): THREE MONTHS ENDED MARCH 31, 2001 2000 ----------- ---------- Net Income $ 6,030 $ 5,981 Other comprehensive income: Unrealized holding gain (loss) on available-for-sale securities, net of tax expense of $3 in 2001 and tax benefit of $5 in 2000, respectively 5 (8) Comprehensive income $ 6,035 $ 5,973 SIX MONTHS ENDED MARCH 31, 2001 2000 ---------- --------- Net Income $ 14,070 $11,034 Other comprehensive income: Unrealized holding gain (loss) on available-for-sale securities, net of tax expense of $15 in 2001 and tax benefit of $13 in 2000, respectively 29 (23) -------- ------- Comprehensive income $14,099 $11,011 ======== =======
4. CHANGE IN DEPRECIATION POLICY In November 2000, the Company engaged an independent appraiser to evaluate the expected useful lives of the ATWOOD HUNTER, ATWOOD FALCON and ATWOOD EAGLE. Based, in part, upon such appraisal, the Company, effective October 1, 2000, extended the depreciable lives of ATWOOD HUNTER and ATWOOD FALCON from 12 to 22 years and will extend the depreciable life of the ATWOOD EAGLE from 12 to 22 years following the completion of its water-depth upgrade currently planned in early fiscal 2002. The Company believes that these changes in depreciable lives provide a better matching of the revenues and expenses of these assets over their anticipated useful lives. This change in the Company's depreciation policy lowered depreciation expense by $1.7 million and $3.4 million for the three months and six months ended March 31, 2001, and increased net income by $1.1 million ($0.08 per diluted share) and $2.2 million ($0.16 per diluted share) for the three months and six months ended March 31, 2001, respectively. 5. NEW ACCOUNTING PRONOUNCEMENTS Statement of Financial Accounting Standard ("SFAS") No. 133 establishes accounting and reporting standards requiring that any derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at fair value. In the first quarter of fiscal 2001, the Company adopted SFAS No. 133, which had no material impact on the Company's financial statements. In December 1999, the SEC staff issued Staff Accounting Bulletin No. 101 "Revenue Recognition in Financial Statements" which summarized the staff's view on applying generally accepted accounting principles to revenue recognition in financial statements. This bulletin has been amended to become effective no later than the fourth quarter of fiscal years beginning after December 15, 1999, which is the fourth quarter of fiscal 2001 for the Company. In the opinion of management, the Company's current accounting policies are in compliance with the staff's views, and the adoption of SAB 101 will not have a material impact on the Company's financial statements. PART I. ITEM 2 ATWOOD OCEANICS, INC. AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS All statements other than statements of historical facts included in this report regarding the Company's financial position, business strategy, budgets and plans and objectives of management for future operations are forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. These forward-looking statements involve risks and uncertainities that may cause the Company's actual future activities and results of operations to be materially different from those suggested or described in this Report. The Company's periodic reports filed with the Securities and Exchange Commission should be consulted for a description of risk factors associated with an investment in the Company. MARKET OUTLOOK The worldwide mobile offshore drilling fleet utilization is currently around 90%. The Company continues to be optimistic about the long-term offshore drilling market fundamentals, which should promote high equipment utilization with increasing dayrates. With the exception of the Company's two platform rigs (cold stacked in Australia at very low costs) and the SEASCOUT (purchased in December 2000 for a future conversion to a tender-assist unit), all of the Company's drilling units have current contracts ranging from one well to four years. With the VICKSBURG currently being relocated from India to Vietnam and the ATWOOD HUNTER anticipated to commence its upgrade in early June 2001; thus, being off dayrate for the remainder of fiscal 2001, the Company's operating results for the second half of fiscal 2001 are expected to be lower than the results realized in the first half of fiscal 2001. However, even with operating results for the second half of fiscal 2001 expected to be below results for the first half of fiscal 2001, net income for fiscal 2001 is expected to exceed net income earned in fiscal 2000. RESULTS OF OPERATIONS Contract revenues for the three months and six months ended March 31, 2001 increased 15% and 21%, respectively, compared to the same periods in 2000. A comparative analysis of contract revenues is as follows: CONTRACT REVENUES (In Millions) ------------------------------------------------------------------- Three Months Ended Six Months Ended March 31, March 31, ---------------------------- ---------------------------------- 2001 2000 Variance 2001 2000 Variance ----- ----- -------- ----- ----- -------- ATWOOD SOUTHERN CROSS $ 3.9 $ 0.0 $ 3.9 $ 8.0 $ 0.0 $ 8.0 ATWOOD EAGLE 5.3 2.9 2.4 10.3 7.3 3.0 RICHMOND 2.7 1.6 1.1 4.8 3.0 1.8 VICKSBURG 3.2 2.9 0.3 6.0 6.2 (0.2) SEAHAWK 5.8 5.6 0.2 11.7 7.8 3.9 ATWOOD FALCON 9.8 9.9 (0.1) 20.1 20.4 (0.3) RIG 200/RIG-19 0.0 0.0 0.0 0.0 0.0 0.0 ATWOOD HUNTER 5.1 9.0 (3.9) 12.7 17.8 (5.1) GOODWYN `A'/NORTH RANKIN `A' 1.4 0.5 0.9 3.1 1.0 2.1 ----- ------ ----- ------ ----- ----- $37.2 $ 32.4 $ 4.8 $ 76.7 $63.5 $13.2 ===== ====== ===== ====== ===== =====
The increase in revenues for the ATWOOD SOUTHERN CROSS was due to the drilling unit being under contract since it was relocated from Australia to the Mediterranean Sea in April/May 2000. The increase in revenues for the ATWOOD EAGLE was due to the drilling unit having continuous drilling operations in 2001 compared to a partial quarter of work during the second quarter of fiscal 2000 due to its Phase I upgrade. Revenue increase for the RICHMOND was due to higher dayrates being realized in the United States Gulf of Mexico during 2001. The VICKSBURG completed over two-years of work in India at the end of March 2001 and should commence working in Vietnam at the end of May 2001. The SEAHAWK returned to work in January 2000 following the completion of its upgrade, which accounts for its increase in revenues in 2001. The ATWOOD FALCON continues working in the last year of its three-year contract commitment in the Philippines. Due to a reduction in dayrates following the ATWOOD HUNTER's completion of its long-term contract commitment in the United States Gulf of Mexico at the end of 2000, revenues have declined for this drilling unit. As a result of drilling operations recommencing on the GOODWYN `A'/NORTH RANKIN `A' Platforms following completion of their upgrades during 2000, revenues and costs increased on these operations. Contract drilling and management costs for the three months and six months ended March 31, 2001 increased 42% and 31%, respectively, compared to the same periods in 2000. An analysis of contract drilling and management costs by rig is as follows. CONTRACT DRILLING AND MANAGEMENT COSTS (In Millions) ------------------------------------------------------------------- ---------------------------- --- ---------------------------------- Three Months Ended Six Months Ended March 31, March 31, ---------------------------- ---------------------------------- 2001 2000 Variance 2001 2000 Variance ----- ----- -------- ----- ----- -------- ATWOOD EAGLE $ 3.3 $ 1.5 $ 1.8 $ 5.9 $ 4.2 $ 1.7 ATWOOD SOUTHERN CROSS 2.6 1.1 1.5 5.0 2.1 2.9 RICHMOND 1.8 1.5 0.3 3.1 2.8 0.3 VICKSBURG 1.6 1.3 0.3 3.3 2.8 0.5 ATWOOD HUNTER 2.7 2.4 0.3 6.1 5.2 0.9 ATWOOD FALCON 2.2 2.0 0.2 4.4 4.1 0.3 SEAHAWK 1.9 1.9 0.0 3.8 4.1 (0.3) RIG-200/RIG-19 0.0 0.0 0.0 0.1 0.1 0.0 GOODWYN `A'/NORTH RANKIN `A' 1.5 0.4 1.1 3.0 0.8 2.2 OTHER 0.5 0.6 (0.1) 0.9 0.9 0.0 ----- ----- ----- ----- ----- ----- $18.1 $12.7 $ 5.4 $35.6 $27.1 $ 8.5 ===== ===== ===== ===== ===== =====
The increase in operating costs for the ATWOOD EAGLE was due to the drilling unit undergoing a Phase I upgrade (with no operating costs being realized during the upgrade period) in January/February 2000 compared to being fully utilized during the second quarter of fiscal 2001. Operating cost increase for the ATWOOD SOUTHERN CROSS is due to the rig being idle during the first half of fiscal 2000 compared to being fully employed during the first half of fiscal 2001. The increase in operating costs for the RICHMOND, VICKSBURG, ATWOOD HUNTER and ATWOOD FALCON were due to higher maintenance and personnel costs. An analysis of depreciation expense by rig is as follows: DEPRECIATION EXPENSE ------------------------------------------------------------------------------------ (In Millions) Three Months Ended Six Months Ended March 31, March 31, --------------------------------------- ---------------------------------------- 2001 2000 Variance 2001 2000 Variance --------- --------- ------------- --------- ---------- ------------- SEAHAWK $1.7 $1.7 $ 0.0 $ 3.4 $ 1.7 $ 1.7 ATWOOD EAGLE 0.9 0.5 0.4 1.8 1.2 0.6 RICHMOND 0.4 0.1 0.3 0.7 0.2 0.5 ATWOOD SOUTHERN CROSS 0.9 0.9 0.0 2.0 1.9 0.1 VICKSBURG 0.7 0.8 (0.1) 1.4 1.5 (0.1) ATWOOD HUNTER 0.5 1.3 (0.8) 1.1 2.6 (1.5) ATWOOD FALCON 0.8 1.7 (0.9) 1.4 3.3 (1.9) OTHER 0.7 0.6 0.1 1.5 1.3 0.2 ---- ---- ----- ----- ----- ----- $6.6 $7.6 $(1.0) $13.3 $13.7 $(0.4) ==== ==== ===== ===== ===== =====
The Company does not recognize depreciation expense during the period a rig is out of service for a significant upgrade, which accounts for the SEAHAWK and ATWOOD EAGLE having reduced depreciation for the six months ended March 31, 2000. The decrease in depreciation expense for the ATWOOD HUNTER and ATWOOD FALCON was due to extending the depreciable lives of these rigs (effective October 1, 2000) from 12 to 22 years. LIQUIDITY AND CAPITAL RESOURCES During the first half of fiscal 2001, operating cash flow (before changes in working capital and other assets and liabilities) was $28.4 million compared to $25.7 million for the first half of fiscal 2001. During the first half of fiscal 2001, the Company utilized internally generated funds, along with proceeds of $23 million from the treasury notes maturities, to invest $4.5 million to purchase the SEASCOUT for future conversion and upgrade to a semisubmersible tender assist unit when an acceptable contract opportunity has been secured; to invest approximately $21.5 million in early order items relating to the upgrades of the ATWOOD HUNTER and ATWOOD EAGLE; to invest approximately $2.6 million in completing the upgrade of the RICHMOND; to fund approximately $5.2 million of other capital expenditures and to reduce long-term debt by $6 million. The Company continues with its plans to perform an approximate $45 million upgrade of the ATWOOD HUNTER commencing in June 2001. Immediately upon the ATWOOD EAGLE completing its current contractual commitments (estimated late fourth quarter fiscal 2001, or early first quarter fiscal 2002) it is anticipated that the rig will enter a shipyard for an approximate $80 million upgrade. The Company continues to explore the market for possible growth opportunities. Further reduction or increase in long-term debt will depend on identifying investment opportunities and timing of planned upgrade costs. The Company's current $150 million credit facility (with a current outstanding balance of $40 million) should be more than adequate to provide funding for currently planned capital expenditures. The Company will adjust planned capital expenditures, debt repayment and financing requirements in light of current market conditions. PART II. OTHER INFORMATION ATWOOD OCEANICS, INC. AND SUBSIDIARIES ITEM 4. Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Shareholders was held on February 8, 2001, at which the shareholders voted on the election of six directors and on amending the Company's 1996 Incentive Equity Plan to include non-employee directors of the Company as eligible participants. Of the 12,856,806 shares of Common Stock present in person or by proxy, the number of shares voted for or against in connection with the election of each director and amendment of the Company's 1996 Incentive Equity Plan are as follows: ELECTION OF DIRECTORS NAME CAST FOR VOTES WITHHELD - --------------------- ---------- -------------- Robert W. Burgess 12,610,716 246,090 George S. Dotson 12,499,370 357,436 Walter H. Helmerich III 12,633,866 222,940 Hans Helmerich 12,510,837 345,969 John R. Irwin 12,634,066 222,740 William J. Morrissey 12,647,366 209,440 AMENDMENT TO INCENTIVE EQUITY PLAN Number of Shares Voted For 9,667,530 Number of Shares Voted Against 3,180,892 Number of Shares Abstained from Voting 8,384 ITEM 6. Reports on Form 8-K (a) Exhibits None (b) Report on Form 8-K 1) Current and planned activities relating to the ATWOOD HUNTER and RICHMOND (Filed January 4, 2001) 2) Earnings for the first quarter of Fiscal Year 2001 along with supportive information (Filed February 7, 2001) 3) Amendment Number 2 to the Company's 1996 Incentive Equity Plan ("Plan") expanding the pool of participants in the Plan by allowing non-employee directors to receive 2,000 non-qualified stock options per year (Filed February 20, 2001) 4) Current and planned activities relating to the VICKSBURG (Filed March 12, 2001) SIGNATURES Pursuant to the requirements 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. (Registrant) Date: May 15, 2001 s/JAMES M. HOLLAND______ James M. Holland Senior Vice President and Chief Accounting Officer -----END PRIVACY-ENHANCED MESSAGE-----