UNITED STATES
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 5, 2004
ATWOOD OCEANICS, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER 1-13167
Internal Revenue Service - Employer Identification No. 74-1611874
15835 Park Ten Place Drive, Houston, Texas, 77084
(281) 749-7800
------------
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
-1-
ITEM 8.01 OTHER EVENTS
Atwood Oceanics, Inc. announced today that it has filed a preliminary
prospectus supplement for an offering of 2,000,000 shares of common stock
pursuant to effective shelf registration statements on Form S-3 previously filed
with the Securities and Exchange Commission. The offering includes 1,000,000
shares of common stock to be sold by Atwood and 1,000,000 shares of common stock
to be sold by Helmerich & Payne International Drilling Co., as selling
stockholder. The underwriters have the option to purchase up to 300,000
additional shares of common stock to cover over-allotments, if any. A copy of
the press release announcing the public offering of common stock is filed with
this Form 8-K as Exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
(c) 99.1 Press Release dated October 5, 2004
-2-
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 5, 2004
-3-
EXHIBIT 99.1
Atwood Oceanics Announces Public Offering of Common Stock
Houston, Texas
5 October 2004
FOR IMMEDIATE RELEASE
HOUSTON, October 5, 2004/PRNewswire/ -- Atwood Oceanics, Inc. (NYSE: ATW)
(Houston-based International Offshore Drilling Contractor) announced today that
it has filed a preliminary prospectus supplement for an offering of 2,000,000
shares of common stock pursuant to effective shelf registration statements on
Form S-3 previously filed with the Securities and Exchange Commission. The
offering includes 1,000,000 shares of common stock to be sold by Atwood and
1,000,000 shares of common stock to be sold by Helmerich & Payne International
Drilling Co., as selling stockholder. The underwriters have the option to
purchase up to 300,000 additional shares of common stock to cover
over-allotments, if any.
Atwood intends to use the net proceeds from the offering to repay a portion
of the outstanding indebtedness under its existing credit facility. Atwood will
not receive any proceeds from the sale of common stock by the selling
stockholder.
Goldman, Sachs & Co. is acting as sole book-runner and joint manager with
Credit Suisse First Boston LLC. Jefferies & Company, Inc., Raymond James &
Associates, Inc. and Stifel, Nicolaus & Company, Incorporated are serving as
co-managers.
A copy of the preliminary prospectus supplement and related base prospectus
relating to this offering may be obtained from Goldman, Sachs & Co.'s Prospectus
Department at 85 Broad Street, New York, New York, 10004, by telephone at
212-902-1171 or by faxing a request to 212-902-9316.
This press release does not constitute an offer to sell or a solicitation
of an offer to buy the securities described herein, nor shall there be any sale
of these securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. The offering may be made
only by means of the prospectus supplement and related base prospectus.
Statements contained in this release with respect to the future are
forward-looking statements. These statements reflect management's reasonable
judgment with respect to future events. Forward-looking statements involve risks
and uncertainties. Actual results could differ materially from those anticipated
as a result of various factors: the Company's dependence on the oil and gas
industry; the risks involved in upgrade to and repair of the Company's rigs;
competition; operating risks; risks involved in foreign operations; risks
associated with possible disruptions in operations due to terrorism; and
governmental regulations and environmental matters. A list of additional risk
factors can be found in the Company's Annual Report on Form 10-K, as amended,
for the year ended September 30, 2003, the preliminary prospectus supplement,
and base prospectus, as filed with the Securities and Exchange Commission.
Contact: Jim Holland
(281) 749-7804
-4-