================================================================================
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