-----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, M2VEE9QhtL/auqsLDVeI7TsklvpqaX9hHQlSUcKKtUSyspyjf6cQCfdaZnOf96Kc QKU4NiQGeMJzXDsewiDUfA== 0000008411-02-000055.txt : 20021023 0000008411-02-000055.hdr.sgml : 20021023 20021023150253 ACCESSION NUMBER: 0000008411-02-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20021023 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021023 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13167 FILM NUMBER: 02796096 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 8-K 1 f8k102302.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 ---------------- Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF EARLIEST EVENT REPORTED: October 18, 2002 ATWOOD OCEANICS, INC. (Exact name of registrant as specified in its charter) COMMISSION FILE NUMBER 1-13167 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 ================================================================================ ITEM 5. OTHER EVENTS On October 18, 2002, Atwood Oceanics, Inc. ("Atwood"), following adoption and approval of the Board of Directors of a shareholders rights plan, entered into a Rights Agreement with Continental Stock Transfer & Trust Company as Rights Agent. The Rights Agreement provides for the declaration of a dividend of one right per common share to all holders of the Company's Common Stock on the record date, which the Board of Directors has set as November 5, 2002, and certain future holders of Atwood's common stock. The rights are governed by the Rights Agreement and become exercisable upon the occurrence of certain events generally relating to a change of control of Atwood. Prior to the distribution date (as defined in the Rights Agreement), the rights are not exercisable and are attached to and trade only with the Common Stock. The rights expire ten years after the date of the Rights Agreement unless extended by the Board. Prior to the distribution date, the rights are redeemable by Atwood for $0.01 per right. After the distribution date, the rights can no longer be redeemed. The Rights Agreement, a copy of which is filed as an exhibit to Atwood's Form 8-A filed on October 21, 2002, contains a complete description of the rights. ITEM 7. EXHIBITS (c) Exhibits Exhibit 4.1 Rights Agreement (incorporated by reference to Exhibit 4.1 to Form 8-A filed October 21, 2002) Exhibit 99.1 Press Release 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 hereunto duly authorized. ATWOOD OCEANICS, INC. (Registrant) /s/ James M. Holland James M. Holland Senior Vice President DATE: October 23, 2002 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 4.1 Rights Agreement (incorporated by references to Exhibit 4.1 to Form 8-A filed October 21, 2002) 99.1 Press Release dated October 23, 2002 EXHIBIT 99.1 HOUSTON, TEXAS 23 OCTOBER 2002 FOR IMMEDIATE RELEASE: Atwood Oceanics, Inc. (A Houston based International Offshore Drilling Contractor - NYSE:ATW) announced today that on October 18, 2002, the Company, following adoption and approval of the Board of Directors of a shareholders rights plan, entered into a Rights Agreement with Continental Stock Transfer & Trust Company as Rights Agent. The Rights Agreement provides for the declaration of a dividend of one right per common share to all holders of the Company's Common Stock on the record date, which the Board of Directors has set as November 5, 2002, and certain future holders of Atwood's common stock. The rights are governed by the Rights Agreement and become exercisable upon the occurrence of certain events generally relating to a change of control of Atwood. Prior to the distribution date (as defined in the Rights Agreement), the rights are not exercisable and are attached to and trade only with the Common Stock. The rights expire ten years after the date of the Rights Agreement unless extended by the Board. Prior to the distribution date, the rights are redeemable by Atwood for $0.01 per right. After the distribution date, the rights can no longer be redeemed. The Rights Agreement, a copy of which is filed as an exhibit to Atwood's Form 8-A filed on October 21, 2002, contains a complete description of the rights. CONTACT: Jim Holland 281-749-7804 -----END PRIVACY-ENHANCED MESSAGE-----