-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, i8m3vcnqD+nay+rxFNPWVeSxq7dWCZsYGCfWD8G8Oh6/l4rNTfFdN0ceNwhZro7j lzBJn4REnBCuC65FjT071g== 0000950123-95-001772.txt : 19950621 0000950123-95-001772.hdr.sgml : 19950621 ACCESSION NUMBER: 0000950123-95-001772 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950620 SROS: NASD GROUP MEMBERS: CIGNA CORP GROUP MEMBERS: INSURANCE COMPANY OF NORTH AMERICA GROUP MEMBERS: PHILADELPHIA INVESTMENT CORP. OF DELAWARE SUBJECT COMPANY: 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: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-03611 FILM NUMBER: 95548030 BUSINESS ADDRESS: STREET 1: 15835 PARK TEN PL DR STREET 2: SUITE 200 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 7134922929 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CIGNA CORP CENTRAL INDEX KEY: 0000701221 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 061059331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE LIBERTY PL 1650 MARKET ST STREET 2: P O BOX 7716 CITY: PHILADELPHIA STATE: PA ZIP: 19192-1550 BUSINESS PHONE: 2157611000 SC 13D/A 1 AMENDMENT NO. 3 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* ATWOOD OCEANICS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $1.00 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 050095108 - -------------------------------------------------------------------------------- (CUSIP Number) Joel W. Messing - Assistant General Counsel CIGNA Corporation, Hartford, CT 06152 (203) 726-5445 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 12, 1995 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. / / Check the following box if a fee is being paid with this statement / /. (A fee is not required only if the reporting person: (l) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item l; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of less than five percent of such class. See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). THIS SCHEDULE 13D IS RESTATED IN ITS ENTIRETY PURSUANT TO RULE 101 OF REGULATION S-T. THE EFFECTED PORTIONS REQUIRING AMENDMENT ARE IN ITEM 5. Page 1 of 24 Pages 2 SCHEDULE 13D CUSIP NO. 050095108 Page 2 of 24 Pages ________________________________________________________________________________ 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person CIGNA Corporation 06-1059331 ________________________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) /a/ /b/ ________________________________________________________________________________ 3) SEC Use Only ________________________________________________________________________________ 4) Source of Funds (See Instructions) N/A ________________________________________________________________________________ 5) Check Box if Disclosure of Legal Proceedings is Required / / Pursuant to Items 2(d) or 2(e) ________________________________________________________________________________ 6) Citizenship or Place of Organization Delaware ________________________________________________________________________________ (7) Sole Voting Power 0 Number of ________________________________________________________ Shares Beneficially (8) Shared Voting Power 261,402 Owned ________________________________________________________ by Each Reporting (9) Sole Dispositive Power 0 Person ________________________________________________________ With (10) Shared Dispositive Power 261,402 ________________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person 261,402 ________________________________________________________________________________ 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / ________________________________________________________________________________ 13) Percent of Class Represented by Amount in Row (11) 4.0% ________________________________________________________________________________ 14) Type of Reporting Person (See Instructions) HC, CO ________________________________________________________________________________ 3 SCHEDULE 13D CUSIP NO. 050095108 Page 3 of 24 Pages ________________________________________________________________________________ 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Insurance Company of North America 23-0723970 ________________________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) /a/ /b/ ________________________________________________________________________________ 3) SEC Use Only ________________________________________________________________________________ 4) Source of Funds (See Instructions) N/A ________________________________________________________________________________ 5) Check Box if Disclosure of Legal Proceedings is Required / / Pursuant to Items 2(d) or 2(e) ________________________________________________________________________________ 6) Citizenship or Place of Organization Pennsylvania ________________________________________________________________________________ (7) Sole Voting Power 0 Number of _________________________________________________________ Shares Beneficially (8) Shared Voting Power 261,402 Owned _________________________________________________________ by Each Reporting (9) Sole Dispositive Power 0 Person _________________________________________________________ With (10) Shared Dispositive Power 261,402 ________________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person 261,402 ________________________________________________________________________________ 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / ________________________________________________________________________________ 13) Percent of Class Represented by Amount in Row (11) 4.0% ________________________________________________________________________________ 14) Type of Reporting Person (See Instructions) CO, IC ________________________________________________________________________________ 4 SCHEDULE 13D CUSIP NO. 050095108 Page 4 of 24 Pages ________________________________________________________________________________ 1) Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Philadelphia Investment Corporation of Delaware 23-2126061 ________________________________________________________________________________ 2) Check the Appropriate Box if a Member of a Group (See Instructions) /a/ /b/ ________________________________________________________________________________ 3) SEC Use Only ________________________________________________________________________________ 4) Source of Funds (See Instructions) N/A ________________________________________________________________________________ 5) Check Box if Disclosure of Legal Proceedings is Required / / Pursuant to Items 2(d) or 2(e) ________________________________________________________________________________ 6) Citizenship or Place of Organization Delaware ________________________________________________________________________________ (7) Sole Voting Power 0 Number of _________________________________________________________ Shares Beneficially (8) Shared Voting Power 261,402 Owned _________________________________________________________ by Each Reporting (9) Sole Dispositive Power 0 Person _________________________________________________________ With (10) Shared Dispositive Power 0 ________________________________________________________________________________ 11) Aggregate Amount Beneficially Owned by Each Reporting Person 261,402 ________________________________________________________________________________ 12) Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) / / ________________________________________________________________________________ 13) Percent of Class Represented by Amount in Row (11) 4.0% ________________________________________________________________________________ 14) Type of Reporting Person (See Instructions) CO ________________________________________________________________________________ 5 Amendment No. 3 to Schedule 13D This Amendment No. 3 hereby amends Item 5 of the statement on Schedule 13D as originally filed on October 9, 1990 ("Original Statement"), and as amended on August 8, 1991 ("Amendment No. 1"), and on February 27, 1992 ("Amendment No. 2"), with respect to the common stock, par value $ 1.00 per share, of Atwood Oceanics, Inc. Except where otherwise indicated in Item 5, the text of this Amendment No. 3 is a restatement of the text of the Original Statement as previously amended by Amendment No. 1 and Amendment No. 2. ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $1.00 per share ("Common Stock"), of Atwood Oceanics, Inc., a Texas corporation ("Issuer"). The address of the principal executive offices of the Issuer is: 15835 Park Ten Place Drive P.O. Box 218350 Houston, Texas 77218 ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed by Philadelphia Investment Corporation of Delaware, a Delaware corporation ("PICD"), Insurance Company of North America, a Pennsylvania corporation ("INA"), and CIGNA Corporation, a Delaware corporation ("CIGNA," and together with PICD and INA, the "Reporting Persons"). PICD, INA and CIGNA have agreed to file a joint statement pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934. A copy of the Joint Filing Agreement is attached hereto as Exhibit G. PICD and INA are indirect wholly-owned subsidiaries of CIGNA. (b) The address of the principal business and the address of the principal office of PICD is: One Beaver Valley Road Wilmington, Delaware 19850 The address of the principal business and the address of the principal office of CIGNA is: One Liberty Place 1650 Market Street Philadelphia, Pennsylvania 19192 Page 5 of 24 Pages 6 The address of the principal business and the address of the principal office of INA is: Two Liberty Place 1601 Chestnut Street Philadelphia, Pennsylvania 19192 Attached hereto as Schedule 1 and incorporated by reference herein is a list of all executive officers and directors of each Reporting Person, together with the address, principal occupation or employment, and citizenship of each person listed thereon. (c) PICD is a holding company which, through its subsidiaries, invests in oil and gas properties and related service industry interests. INA is licensed to underwrite all lines of property and casualty insurance and reinsurance. INA also provides related insurance services (e.g. loss control services). CIGNA is a holding company which, through its subsidiaries, provides insurance and related financial services. (d) and (e) During the past five years, none of the Reporting Persons nor any person listed on Schedule 1 was (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) PICD and CIGNA are corporations incorporated under the laws of the State of Delaware. INA is a corporation incorporated under the laws of the State of Pennsylvania. All persons named on Schedule 1, except Mr. David W. Johnson, are citizens of the United States. Mr. David W. Johnson is a citizen of Australia. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. PICD purchased the Common Stock reported in Item 5 of this statement for $10,090,903.72. The source of the funds used in making this purchase was a line of credit (the "Line of Credit") provided to PICD by CIGNA Holdings, Inc., a wholly-owned subsidiary of CIGNA (the "Lender"), a copy of which is attached hereto as Exhibit B. The Line of Credit provides up to $20,000,000 for PICD's use. At the Lender's option, the loans are made under either (i) an average cost of funds basis, in which case the loans are payable on demand and bear interest at the average cost of short term funds incurred by CIGNA plus .25% per annum, or (ii) a fixed rate and maturity basis, in which case the loans have a maturity of not more than 270 days and bear interest at a rate equivalent to the interest rate(s) associated Page 6 of 24 Pages 7 with CIGNA's issuance of commercial paper of equivalent maturities plus .25% per annum. There are no conditions precedent to making loans under the Line of Credit other than the execution and delivery of the Line of Credit documents and the notification of the Lender by PICD of its desire to borrow funds. There are no restrictions or affirmative duties concerning the operations or properties of PICD imposed under the Line of Credit. Loans made under the Line of Credit are unsecured. The Line of Credit can be terminated immediately by the Lender upon an Event of Default (as defined in the Line of Credit) or by either party upon at least 30 day's prior written notice. INA purchased the Common Stock reported in Item 5 of this statement from PICD at the market value of the Common Stock on February 25, 1992 for an aggregate consideration of $5,754,370.50. The funds for INA's purchase of the Common Stock were obtained from invested assets available for reinvestment. ITEM 4. PURPOSE OF TRANSACTION. PICD purchased the Common Stock reported in Item 5 of this statement from the Issuer pursuant to a Closing Agreement dated September 26, 1990, a copy of which is attached as Exhibit C (the "Closing Agreement"). PICD purchased the Common Stock as part of a group of transactions the purpose of which was to provide for the ongoing operation, funding, and management of certain limited partnerships in which affiliates of PICD and the Issuer own interests. The specific purpose of PICD's purchase of Common Stock was to provide the Issuer with cash to be used in meeting its obligations under these transactions and the Closing Agreement. PICD plans to hold the Common Stock as an investment, and except as described in Item 6 below, does not plan to change or influence the management of the Issuer, increase its interest in the Issuer, or dispose of securities of the Issuer. Pursuant to the Closing Agreement, the Issuer agreed: (i) to register the Common Stock owned by PICD or any of its affiliates by filing one or more "shelf" registration statements under Rule 415 of the Securities Act of 1933, as amended (the "Securities Act"), during a certain time period following the Issuer's fiscal year ended September 30, 1990 and (ii) to include certain shares of the Common Stock held by PICD in any future underwritten public offering of the Common Stock. In accordance with the terms of the Closing Agreement, the Issuer filed a Registration Statement (No. 33-39993) on Form S-3 (the "Registration Statement") to register the resale of the Common Stock owned by PICD. Amendment No. 1 to the Registration Statement was filed by the Issuer with the Securities and Exchange Commission on August 9, 1991. In connection with the registration of such shares of Common Stock, PICD and the Issuer entered into a Distribution Agreement (the "Distribution Agreement") dated as of August 8, 1991. The Distribution Agreement contains provisions which govern certain of PICD's and the Issuer's rights and obligations with respect to the registration of Common Stock made pursuant to the Closing Agreement. Page 7 of 24 Pages 8 Among other things, the Distribution Agreement provides that if the Issuer pursues an underwritten public offering of its Common Stock and, due to a need to limit the size of the offering, the amount of Common Stock to be offered for the account of PICD is reduced, then PICD or any affiliate of PICD holding Common Stock registered pursuant to the shelf registration rights granted in the Closing Agreement ("Holder") agrees not to sell or otherwise dispose of such Common Stock (other than those included in the registration) for a certain period of time without the prior consent of the Issuer or the underwriters. Further, under the Distribution Agreement, the Issuer and PICD and each Holder have agreed generally to indemnify each other and specified other persons with respect to certain matters related to the registration of the Common Stock held by PICD or its affiliates. The Distribution Agreement also imposes contribution obligations on PICD and each Holder under certain circumstances in the event that the indemnification provisions are unenforceable. The foregoing descriptions of the Distribution Agreement and the Closing Agreement are qualified in their entirety by the complete text of the documents. The Closing Agreement appears as Exhibit C to the Original Statement. A copy of the Distribution Agreement is set forth as Exhibit E hereto and incorporated herein by reference. PICD has reviewed its investment in the Issuer and intends to evaluate such investment on a continuing basis. In connection with such continuing review, PICD requested that the Issuer take steps to comply with the "shelf" registration rights provided for in the Closing Agreement pursuant to which the Registration Statement was filed, and depending upon certain other factors, including general economic and financial conditions, PICD may in the future decide to dispose of all or a portion of its holdings of Common Stock. Sales or dispositions, if made pursuant to the Registration Statement, may be through underwriters or dealers, through agents, or directly to one or more purchasers depending upon the course of action PICD pursues, market conditions and other factors. At such time as Rule 144 under the Securities Act becomes available to PICD, PICD may sell the Common Stock either under Rule 144 or pursuant to the Registration Statement. For internal management and asset control purposes of CIGNA, the shares of Common Stock held by PICD may be transferred from PICD to another subsidiary or indirect subsidiary of CIGNA. In addition, PICD or other affiliates of CIGNA may purchase additional shares of Common Stock. On February 26, 1992, INA purchased the Common Stock reported in Item 5 of this statement from PICD pursuant to resolutions adopted by the Executive Committee of the Board of Directors of INA on August 14, 1991 and by the Board of Directors of PICD on September 19, 1991 ("Stock Resolutions"), copies of which are attached hereto as Exhibit H. The purpose of the sale of the Common Stock was to enable PICD to repay certain outstanding loans. The Common Stock owned by INA has been acquired for investment purposes. INA will evaluate its investment in the Common Stock on a continuing basis, and depending upon certain factors, including general economic and financial conditions, INA may in the future decide to dispose of all or a portion of its holdings of Common Stock. For internal management and asset control purposes of CIGNA, the shares of Common Stock held by INA may be transferred from INA to another subsidiary or indirect subsidiary of CIGNA. In addition, INA or other affiliates of CIGNA may purchase additional shares of Common Stock. Page 8 of 24 Pages 9 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. The following paragraph (a) replaces in its entirety paragraph (a) of the Original Statement, as amended by Amendment No. 1 and Amendment No 2: (a) As of the date of the Original Statement, PICD directly owned 584,981 shares of Common Stock, all of which were purchased pursuant to the Closing Agreement, which represented 8.9% of the shares of Common Stock then outstanding (according to publicly available information and including the shares purchased by PICD). As of the date of Amendment No. 1, PICD directly owned 561,402 shares of Common Stock, which represented 8.5% of the shares of Common Stock then outstanding (according to publicly available information), following PICD's exercise of its right under the Closing Agreement to put certain shares of Common Stock to the Issuer and the resulting repurchase by the Issuer of 23,579 shares at a purchase price of $17.25 per share. As of the date of Amendment No. 2, INA directly owned 561,402 shares of Common Stock, which represented 8.5% of the shares of Common Stock then outstanding (according to publicly available information), following INA's purchase of such shares from PICD on February 26, 1992 pursuant to the Stock Resolutions, and PICD owned no shares of Common Stock directly. As of the date hereof, INA directly owns 261,402 shares of Common Stock, which represents 4.0% of the 6,582,613 shares of Common Stock outstanding as of December 31, 1994 as reported in the Issuer's Form 10-Q for the quarter ended March 31, 1995 filed with the Securities and Exchange Commission. PICD, through its right to nominate a director to the Issuer's Board of Directors pursuant to the Shareholders' Agreement and the Closing Agreement, may be deemed to beneficially own the shares of Common Stock directly owned by INA. CIGNA, through its indirect ownership of INA, may also be deemed to have beneficial ownership of the Common Stock directly owned by INA. (b) INA has the power to vote, direct the vote, dispose of, and direct the disposition of the shares of Common Stock through INA's direct ownership of the Common Stock. PICD has the right to nominate a director to the Issuer's Board of Directors pursuant to the Shareholders' Agreement and the Closing Agreement. Pursuant to such right, PICD may be deemed to have shared power to vote or direct the vote of the Common Stock owned by INA. CIGNA, through its indirect ownership of INA, may be deemed to have shared power to vote, direct the vote, dispose of and direct the disposition of the shares of Common Stock owned by INA. Page 9 of 24 Pages 10 The following paragraph (c) replaces in its entirety paragraph (c) of the Original Statement, as amended by Amendment No. 1 and Amendment No. 2: (c) On June 12, 1995, INA sold 300,000 shares of Common Stock pursuant to the Registration Statement to a single purchaser at a price per share of $14.75. No other transactions in the Common Stock have been effected during the past 60 days by any of the Reporting Persons. (d) Except as described in Item 6, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock owned by the Reporting Persons. The following paragraph (e) replaces in its entirety paragraph (e) of the Original Statement, as amended by Amendment No. 1 and Amendment No. 2: (e) Upon settlement of the sale described in Item 5(c) above on June 14, 1995, INA ceased to be the beneficial owner of more than 5% of the outstanding shares of Common Stock. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. PICD has the right, pursuant to the Closing Agreement, to nominate one person to be a member of the Issuer's board of directors, and the Issuer has the obligation to include such nominee in the slate of nominees recommended by the management of the Issuer. PICD has selected Robert W. Burgess, an Officer of CIGNA, as its nominee. PICD entered into a Shareholders' Agreement (the "Shareholders' Agreement") dated as of September 26, 1990 with Helmerich and Payne, Inc., a Delaware corporation ("H&P"), and Helmerich and Payne International Drilling Co., a Delaware corporation ("HPID"), a copy of which is attached as Exhibit D, pursuant to which H&P and HPID agreed, for so long as PICD or any of its affiliates own any shares of Common Stock, to vote all of the shares of Common Stock they own (approximately 27.9% of the outstanding Common Stock according to publicly available information) in favor of the election of a PICD nominee to the Issuer's board of directors. The Shareholders' Agreement also provides that without the consent of PICD, H&P and HPID, individually and collectively, will not engage in any transaction or series of transactions, the effect of which would be to reduce H&P's and HPID's cumulative ownership of Common Stock to less than 20% of the outstanding Common Stock. If H&P or HPID does enter into such a transaction, or if either otherwise suffer a dilution of their cumulative ownership to less than 20% of the outstanding Common Stock, then H&P and HPID will obtain an option for PICD to sell its Common Stock concurrently with, and on terms similar to, such transaction. The Shareholders' Agreement has a term of ten years. Page 10 of 24 Pages 11 The Closing Agreement provides that the Issuer shall sell to PICD and PICD shall purchase from the Issuer a certain number of shares of Common Stock at a purchase price of $17.25 per share. The specific number of shares is to be based on the level of capital expenses incurred by the Issuer relating to limited partnerships of which affiliates of PICD are limited partners and of which affiliates of the Issuer are the general partners and limited partners (the "Partnerships"). The Issuer is required to apply the proceeds of such sales to such capital expenses. The Closing Agreement also provides that at PICD's option, the Issuer shall purchase shares of Common Stock owned by PICD at a purchase price of $17.25 per share. The number of shares subject to this option will vary depending on the level of capital expenses funded by PICD relating to the Partnerships. The Closing Agreement provides PICD with certain rights regarding the registration under the Securities Act of 1933 of the Common Stock owned by it. The information provided in Item 4 above relating to the Distribution Agreement is incorporated by reference herein. On March 11, 1991 the Issuer, PICD and certain other entities which are parties thereto, executed a Memorandum of Correction to Closing Agreement and Amended and Restated Funding Agreement ("Memorandum of Correction") that has not previously been filed as an exhibit. The Memorandum of Correction, among other things, corrects certain errors in the Closing Agreement. A copy of the Memorandum of Correction is set forth as Exhibit F hereto and incorporated herein by reference. On December 20, 1991, the Issuer, PICD and certain other entities which are parties thereto, executed an Amendment to Closing Agreement ("Amendment to Closing Agreement"), pursuant to which certain rights granted to PICD under the Closing Agreement are extended to the affiliates of PICD which own Common Stock. A copy of the Amendment to Closing Agreement is set forth as Exhibit I hereto and incorporated herein by reference. PICD, Helmerich and Payne, Inc., a Delaware corporation ("H&P"), and Helmerich and Payne International Drilling Co., a Delaware corporation ("HPID"), executed an Amendment to Shareholders' Agreement ("Amendment to Shareholders' Agreement") on December 20, 1991, a copy of which is attached hereto as Exhibit J and incorporated herein by reference. The Amendment to Shareholders' Agreement extends certain rights granted to PICD under the Shareholders' Agreement to the affiliates of PICD which own Common Stock. Page 11 of 24 Pages 12 ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit A - Joint Filing Agreement Exhibit B - Line of Credit Exhibit C - Closing Agreement Exhibit D - Shareholders' Agreement Exhibit E - Distribution Agreement Exhibit F - Memorandum of Correction Exhibit G - Joint Filing Agreement Exhibit H - Stock Resolutions Exhibit I - Amendment to Closing Agreement Exhibit J - Amendment to Shareholders' Agreement Page 12 of 24 Pages 13 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. CIGNA CORPORATION June 19, 1995 By: /s/ David C. Kopp - -------------- --------------------------------------- Date Name: David C. Kopp Title: Assistant Corporate Secretary Page 13 of 24 Pages 14 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. INSURANCE COMPANY OF NORTH AMERICA June 19, 1995 By: /s/ David C. Kopp - ----------------- --------------------------------------- Date Name: David C. Kopp Title: Assistant Corporate Secretary Page 14 of 24 Pages 15 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. PHILADELPHIA INVESTMENT CORPORATION OF DELAWARE June 19, 1995 By: /s/ William C. Hartman - ----------------- --------------------------------------- Date Name: William C. Hartman Title: President Page 15 of 24 Pages 16 SCHEDULE 1 OFFICERS AND DIRECTORS OF PICD, INA AND CIGNA CIGNA CORPORATION
DIRECTORS --------- Present Name Business Address Principal Occupation Citizenship ---- ---------------- -------------------- ----------- ROBERT P. BAUMAN SB House Chief Executive, USA Great West Road SmithKline Brentford Beecham p.l.c. Middelsex TW8 9BD (a manufacturer of England pharmaceuticals and health care products) EVELYN BEREZIN 10 Tinker Lane Venture Capital USA East Setauket, NY 11733 Consultant ALFRED C. DECRANE, JR. 2000 Westchester Ave. Chairman of the Board, USA White Plains, NY 10650 Texaco, Inc. (an integrated oil, gas and chemical manufacturer) JAMES F. ENGLISH, JR. 777 Prospect Avenue President Emeritus, USA West Hartford, CT 06105 Trinity College DAVID W. JOHNSON Campbell Place President and Chief Australia Camden, NJ 08103 Executive Officer, Campbell Soup Company (a manufacturer of prepared foods) FRANK S. JONES Massachusetts Institute Ford Professor of Urban USA of Technology Affairs, Massachusetts Building 3, Room 401 Institute of Technology Cambridge, MA 02139 ROBERT D. KILPATRICK James Center III Retired Chairman of the USA 1051 E. Cary Street Board, CIGNA Corporation Suite 1208 Richmond, VA 23219 GERALD D. LAUBACH 50 East 89th Street Retired President, USA New York, NY 10128 Pfizer Inc. (as manufacturer of pharmaceuticals)
Page 16 of 24 pages 17 CIGNA CORPORATION (CONTINUED)
Present Name Business Address Principal Occupation Citizenship ---- ---------------- -------------------- ----------- PAUL F. OREFFICE 2030 Willard H. Dow Chairman of the Board, USA Center The Dow Chemical Company Midland, MI 48674 (a manufacturer of chemicals, metals, plastics and other products) CHARLES R. SHOEMATE International Plaza Chairman and Chief USA Englewood Cliffs, NJ Executive Officer, CPC 07632 International Inc. (a manufacturer of food products) WILSON H. TAYLOR One Liberty Place Chairman of the Board USA 1650 Market Street and Chief Executive Philadelphia, PA 19192 Officer, CIGNA Corporation HICKS B. WALDRON 242 Trumbull St. Retired Chairman and USA Hartford, CT 06103 Chief Executive Officer, Avon Products Inc. (a manufacturer of beauty products) EZRA K. ZILKHA 30 Rockfeller Plaza President, Zilkha & Sons, USA Room 4220 Inc. (an investment New York, NY 10112-0153 company) EXECUTIVE OFFICERS ------------------ CALEB L. FOWLER Two Liberty Place Executive Vice President, USA 1601 Chestnut Street CIGNA Corporation, and Philadelphia, PA 19192 President - Domestic Property and Casualty Division, CIGNA Companies DONALD M. LEVINSON One Liberty Place Executive Vice President USA 1650 Market Street - Human Resources and Philadelphia, PA 19192 Services Division, CIGNA Corporation G. ROBERT O'BRIEN 900 Cottage Grove Road Executive Vice President USA Bloomfield, CT 06002 CIGNA Corporation, and President, Employee Benefits Division, CIGNA Companies
Page 17 of 24 pages 18 CIGNA CORPORATION (CONTINUED)
Present Name Business Address Principal Occupation Citizenship ---- ---------------- -------------------- ----------- JAMES G. STEWART One Liberty Place Executive Vice President USA 1650 Market Street and Chief Financial Philadelphia, PA 19192 Officer, CIGNA Corporation WILSON H. TAYLOR One Liberty Place Chairman of the Board USA 1650 Market Street and Chief Executive Philadelphia, PA 19192 Officer, CIGNA Corporation GEORGE R. TRUMBULL 900 Cottage Grove Road Executive Vice USA Bloomfield, CT 06002 President, CIGNA Corporation, and President - Individual Financial Services Division, CIGNA Companies THOMAS J. WAGNER One Liberty Place Executive Vice USA 1650 Market Street President, General Counsel Philadelphia, PA 19192 and Corporate Secretary, CIGNA Corporation LAWRENCE P. ENGLISH 900 Cottage Grove Road President-Designate, USA Bloomfield, CT 06002 Employee Benefits Division, CIGNA Companies H. EDWARD HANWAY CIGNA Worldwide President, CIGNA USA 1880 John F. Kennedy Worldwide Division, Boulevard CIGNA Companies Philadelphia, PA 19103 GORDON L. MURPHY Two Liberty Place President, Special USA 1601 Chestnut Street Benefits Division, CIGNA Philadelphia, PA 19192 Companies ARTHUR C. REEDS, III 900 Cottage Grove Road President - CIGNA USA Bloomfield, CT 06002 Investment Division, CIGNA Companies
Page 18 of 24 pages 19 INSURANCE COMPANY OF NORTH AMERICA
DIRECTORS --------- Present Name Business Address Principal Occupation Citizenship ---- ---------------- -------------------- ----------- A. NORD BJORKE Two Liberty Place President, Insurance USA 1601 Chestnut Street Company of North Philadelphia, PA 19192 America, and Senior Vice President, CIGNA Domestic Property and Casualty Division, CIGNA Companies THOMAS P. COBB Two Liberty Place Senior Vice President, USA 1601 Chestnut Street Insurance Company of Philadelphia, PA 19192 North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies WARREN E. COUPLAND Two Liberty Place Senior Vice President, USA 1601 Chestnut Street Insurance Company of Philadelphia, PA 19192 North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies HOWARD V. DEMPSTER Two Liberty Place Senior Vice President and USA 1601 Chestnut Street Chief Financial Officer, Philadelphia, PA 19192 Insurance Company of North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies JAMES D. ENGEL Two Liberty Place Senior Vice President, USA 1601 Chestnut Street Claims Management Philadelphia, PA 19192 Division, Insurance Company of North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies CALEB L. FOWLER Two Liberty Place Executive Vice USA 1601 Chestnut Street President, CIGNA Corporation, Philadelphia, PA 19192 and President - Domestic Property and Casualty Division, CIGNA Companies
Page 19 of 24 pages 20 INSURANCE COMPANY OF NORTH AMERICA (CONTINUED)
Present Name Business Address Principal Occupation Citizenship ---- ---------------- -------------------- ----------- RICHARD J. HOAG Two Liberty Place Senior Vice President, USA 1601 Chestnut Street Insurance Company of Philadelphia, PA 19192 North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies DENNIS P. KANE 1185 Avenue of the Senior Vice President, USA Americas CIGNA Special Risk New York, NY 10036 Department, Insurance Company of North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies JOHN A. MURPHY, JR. Two Liberty Place Vice President and Chief USA 1601 Chestnut Street Counsel, CIGNA Domestic Philadelphia, PA 19192 Property and Casualty Division, CIGNA Companies ARTHUR C. REEDS, III 900 Cottage Grove Road President-CIGNA USA Bloomfield, CT 06002 Investment Division, CIGNA Companies JAMES G. STEWART One Liberty Place Executive Vice President USA 1650 Market Street and Chief Financial Philadelphia, PA 19192 Officer, CIGNA Corporation THOMAS J. WAGNER One Liberty Place Executive Vice USA 1650 Market Street President, General Counsel Philadelphia, PA 19192 and Corporate Secretary, CIGNA Corporation EXECUTIVE OFFICERS ------------------ CALEB L. FOWLER Two Liberty Place Executive Vice USA CHAIRMAN OF THE BOARD 1601 Chestnut Street President, CIGNA Corporation, Philadelphia, PA 19192 and President - Domestic Property and Casualty Division, CIGNA Companies
Page 20 of 24 pages 21 INSURANCE COMPANY OF NORTH AMERICA (CONTINUED)
Present Name Business Address Principal Occupation Citizenship ---- ---------------- -------------------- ----------- A. NORD BJORKE Two Liberty Place President, Insurance USA PRESIDENT 1601 Chestnut Street Company of North Philadelphia, PA 19192 America, and Senior Vice President, CIGNA Domestic Property and Casualty Division, CIGNA Companies THOMAS P. COBB Two Liberty Place Senior Vice President, USA SENIOR VICE PRESIDENT 1601 Chestnut Street Insurance Company of Philadelphia, PA 19192 North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies WARREN E. COUPLAND Two Liberty Place Senior Vice President, USA SENIOR VICE PRESIDENT 1601 Chestnut Street Insurance Company of Philadelphia, PA 19192 North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies HOWARD V. DEMPSTER Two Liberty Place Senior Vice President USA SENIOR VICE PRESIDENT 1601 Chestnut Street and Chief Financial Philadelphia, PA 19192 Officer, Insurance Company of North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies JAMES D. ENGEL Two Liberty Place Senior Vice President, USA SENIOR VICE PRESIDENT 1601 Chestnut Street Claims Management Philadelphia, PA 19192 Division, Insurance Company of North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies H. EDWARD HANWAY Two Liberty Place Senior Vice President, USA SENIOR VICE PRESIDENT 1601 Chestnut Street Insurance Company of Philadelphia, PA 19192 North America, and President, CIGNA Worldwide Division, CIGNA Companies
Page 21 of 24 pages 22 INSURANCE COMPANY OF NORTH AMERICA (CONTINUED)
Present Name Business Address Principal Occupation Citizenship ---- ---------------- -------------------- ----------- RICHARD J. HOAG Two Liberty Place Senior Vice President, USA SENIOR VICE PRESIDENT 1601 Chestnut Street Insurance Company of Philadelphia, PA 19192 North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies DENNIS P. KANE 1185 Avenue of the Senior Vice President, USA SENIOR VICE PRESIDENT Americas CIGNA Special Risk New York, NY 10036 Department, Insurance Company of North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies RICHARD A. MORRISEY Two Liberty Place Senior Vice President, USA SENIOR VICE PRESIDENT 1601 Chestnut Street Insurance Company of Philadelphia, PA 19192 North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies GORDON L. MURPHY Two Liberty Place Chairman and President, USA SENIOR VICE PRESIDENT 1601 Chestnut Street Life Insurance Company Philadelphia, PA 19192 of North America, and President, Special Benefits Division, CIGNA Companies ROBERT L. ROBINSON Two Liberty Place Senior Vice President USA SENIOR VICE PRESIDENT 1601 Chestnut Street and Chief Counsel, CIGNA Philadelphia, PA 19192 Corporation ERIC O. SCHEFFLER Two Liberty Place Senior Vice President, USA SENIOR VICE PRESIDENT 1601 Chestnut Street Insurance Company of Philadelphia, PA 19192 North America, and CIGNA Systems Division, CIGNA Companies NORMAN M. WAYNE Two Liberty Place President, CIGNA USA SENIOR VICE PRESIDENT 1601 Chestnut Street Reinsurance Company, and Philadelphia, PA 19192 President, CIGNA Property and Casualty Reinsurance Division, CIGNA Companies
Page 22 of 24 pages 23 INSURANCE COMPANY OF NORTH AMERICA (CONTINUED)
Present Name Business Address Principal Occupation Citizenship ---- ---------------- -------------------- ----------- ROBERT K. GROSS Two Liberty Place Assistant Vice USA VICE PRESIDENT 1601 Chestnut Street President, Treasury AND TREASURER Philadelphia, PA 19192 Operations, CIGNA Corporation, and Vice President and Treasurer, Insurance Company of North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies HARRY E. HOYT Two Liberty Place Assistant Corporate USA VICE PRESIDENT AND 1601 Chestnut Street Secretary and Senior CORPORATE SECRETARY Philadelphia, PA 19192 Counsel, CIGNA Corporation, and Vice President and Corporate Secretary, CIGNA Domestic Property and Casualty Division, CIGNA Companies ROBERT P. IRVAN Two Liberty Place Vice President and Chief USA VICE PRESIDENT 1601 Chestnut Street Actuary, Insurance AND ACTUARY Philadelphia, PA 19192 Company of North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies JOHN A. MURPHY, JR. Two Liberty Place Vice President and Chief USA VICE PRESIDENT 1601 Chestnut Street Counsel, Insurance AND CHIEF COUNSEL Philadelphia, PA 19192 Company of North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies JAMES A. SEARS Two Liberty Place Vice President and Chief USA VICE PRESIDENT 1601 Chestnut Street Accounting Officer, AND CONTROLLER Philadelphia, PA 19192 Insurance Company of North America, and CIGNA Domestic Property and Casualty Division, CIGNA Companies
Page 23 of 24 pages 24 PHILADELPHIA INVESTMENT CORPORATION OF DELAWARE
DIRECTORS --------- Present Name Business Address Principal Occupation Citizenship ---- ---------------- -------------------- ----------- PAUL B. LUKENS One Beaver Valley Road Chairman, CIGNA USA Wilmington, DE 19850 Holdings, Inc. BARRY A. BEROTH 900 Cottage Grove Road Assistant Vice USA Bloomfield, CT 06002 President, Financial Division, CIGNA Investment Division WILLIAM C. HARTMAN One Beaver Valley Road Assistant Vice USA Wilmington, DE 19850 President, Corporate Accounting, CIGNA Holdings, Inc. DAVID C. KOPP 900 Cottage Grove Road Assistant General USA Bloomfield, CT 06002 Counsel, Legal Division, and Assistant Corporate Secretary, CIGNA Corporation CAROL J. WARD One Liberty Place Assistant Corporate USA 1650 Market Street Secretary, CIGNA Philadelphia, PA 19192 Corporation EXECUTIVE OFFICERS ------------------ WILLIAM C. HARTMAN, One Beaver Valley Road Assistant Vice USA PRESIDENT Wilmington, DE 19850 President, Corporate Accounting, CIGNA Holdings, Inc. JOHN M. DIIORIO, One Beaver Valley Road Assistant Director, USA VICE PRESIDENT AND Wilmington, DE 19850 Corporate Treasury, TREASURER CIGNA Holdings, Inc. SAMUEL E. LAROSA, One Beaver Valley Road Assistant Director, USA VICE PRESIDENT AND Wilmington, DE 19850 Corporate Accounting, CONTROLLER CIGNA Holdings, Inc. GREGORY S. BROWN, One Beaver Valley Road Manager, Corporate USA SECRETARY Wilmington, DE 19850 Treasury, CIGNA Holdings, Inc.
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