UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST EVENT REPORTED: February 9, 2006
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
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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))
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ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On February 9, 2006, at the annual meeting of shareholders, the
shareholders of Atwood Oceanics, Inc. (the "Company") approved proposals for the
adoption of an Amended and Restated Certificate of Formation and an increase in
the number of authorized shares of common stock from 20,000,000 to 50,000,000.
The definitive proxy statement which included both proposals was sent to the
Company's shareholders in advance of the annual meeting and filed with the
Securities and Exchange Commission on January 13, 2006. The primary purposes of
the Amended and Restated Certificate of Formation are (1) to reflect the
approved increase in the authorized number of shares of common stock, (2) to
reflect the effectiveness, as of January 1, 2006, of the Texas Business
Organizations Code ("TBOC"), and (3) to consolidate prior amendments and
designations relating to the Company's Restated Articles of Incorporation into
one document. (Under the TBOC, "articles of incorporation" have been replaced
with a "certificate of formation.") TBOC-related amendments included (1)
modernization of language, (2) deletion of provisions that are no longer
necessary, ineffective, or inappropriate, and (c) inclusion of language ensuring
that the Company's shareholders will maintain their right to cumulative voting
for the election of directors.
The TBOC was primarily enacted to modernize and consolidate the laws of
Texas governing business organizations. For corporations existing prior to
January 1, 2006, the TBOC applies effective January 1, 2010, unless an early
election to be governed by the TBOC is filed before that date. Except for the
increase in the authorized number of shares of common stock approved by the
shareholders, no substantive change to the rights of shareholders under the
previously in effect Restated Articles of Incorporation (as amended or modified
by designation, the "Prior Articles") is intended by the adoption of the Amended
and Restated Certificate of Formation.
The Board of Directors of the Company had approved early election by the
Company to be governed by the TBOC, subject to approval of the shareholders of
the Amended and Restated Certificate of Formation. The Amended and Restated
Certificate of Formation amends and restates in its entirety the Prior Articles.
On February 10, 2006, the Company filed with the Texas Secretary of State an
early election to be governed by the TBOC as well as the Amended and Restated
Certificate of Formation. A copy of the Amended and Restated Certificate of
Formation as filed with the Texas Secretary of State is attached as Exhibit 3.1
hereto.
ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS
(d) 3.1 Amended and Restated Certificate of Formation
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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: February 14, 2006
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Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF FORMATION
OF
ATWOOD OCEANICS, INC.
ARTICLE I.
The name of the corporation is Atwood Oceanics, Inc. (the "Corporation").
ARTICLE II.
The Corporation is a for-profit corporation.
ARTICLE III.
The purpose or purposes for which the Corporation is organized are:
The transaction of any or all lawful business for which for-profit
corporations may be incorporated under the Texas Business Organizations Code
(the "TBOC").
To do everything necessary, proper, advisable or convenient for the
accomplishment or furtherance of such purposes, provided the same not be
prohibited by the laws of the State of Texas.
ARTICLE IV.
A. AUTHORIZED AMOUNT OF CAPITAL STOCK
The aggregate number of shares which the Corporation shall have authority
to issue is fifty-one million (51,000,000) shares of capital stock, of which
fifty million (50,000,000) shares shall be common stock (the "Common Shares")
each with a par value of $1.00 per share, and of which one million (1,000,000)
shares, each without par value, shall be preferred stock (the "Preferred
Shares").
B. SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
Section 1. Designation and Amount. The Corporation has designated five
hundred thousand (500,000) shares of preferred stock as the "Series A Junior
Participating Preferred Stock" (the "Series A Preferred Stock"). The number of
shares initially constituting the Series A Preferred Stock shall be 500,000;
provided, however, that if more than a total of 500,000 shares of Series A
Preferred Stock shall be issuable upon the exercise of Rights (the "Right")
issued pursuant to the Rights Agreement dated October 18, 2002 between the
Corporation and Continental Stock Transfer & Trust Company, as Rights Agent (the
"Rights Agreement"), the Board of Directors of the Corporation, pursuant to
Sections 21.155 and 21.156 of the TBOC, shall direct by resolution or
resolutions that a statement be properly executed, acknowledged, filed and
recorded, in accordance with the provisions of Sections 21.155 and 21.156,
providing for the total number of shares of Series A Preferred Stock authorized
to be issued to be increased (to the extent that the Amended and Restated
Certificate of Formation then permits) to the largest number of whole shares
(rounded up to the nearest whole share) issuable upon exercise of such Rights.
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Section 2. Dividends and Distributions.
(a) Subject to the prior and superior rights of the holders of shares of
any other series of Preferred Stock or other class of stock of the Corporation
ranking prior and superior to the Series A Preferred Stock with respect to
dividends, the holders of shares of Series A Preferred Stock shall be entitled
to receive, when, as and if declared by the Board of Directors, out of the
assets of the Corporation legally available therefor,
(i) quarterly dividends payable in cash on the last day of each fiscal
quarter in each year, or such other dates as the Board of Directors of the
Corporation shall approve (each such date being referred to herein as a
"Quarterly Dividend Payment Date"), commencing on the first Quarterly Dividend
Payment Date after the first issuance of a share or a fraction of a share of
Series A Preferred Stock, in the amount of $.01 per whole share (rounded to the
nearest cent) less the amount of all cash dividends declared on the Series A
Preferred Stock pursuant to the following clause (ii) since the immediately
preceding Quarterly Dividend Payment Date or, with respect to the first
Quarterly Dividend Payment Date, since the first issuance of any share or
fraction of a share of Series A Preferred Stock (the total of which shall not,
in any event, be less than zero) and
(ii) dividends payable in cash on the payment date for each cash dividend
declared on the Common Stock in an amount per whole share (rounded to the
nearest cent) equal to the Formula Number (as hereinafter defined) then in
effect multiplied times the cash dividends then to be paid on each share of
Common Stock. In addition, if the Corporation shall pay any dividend or make any
distribution on the Common Stock payable in assets, securities or other forms of
noncash consideration (other than dividends or distributions solely in shares of
Common Stock), then, in each such case, the Corporation shall simultaneously pay
or make on each outstanding whole share of Series A Preferred Stock a dividend
or distribution in like kind equal to the Formula Number then in effect
multiplied times such dividend or distribution on each share of the Common
Stock. As used herein, the "Formula Number" shall be 1000; provided, however,
that, if at any time after November 5, 2002, the Corporation shall (x) declare
or pay any dividend on the Common Stock payable in shares of Common Stock or
make any distribution on the Common Stock in shares of Common Stock, (y)
subdivide (by a stock split or otherwise) the outstanding shares of Common Stock
into a larger number of shares of Common Stock or (z) combine (by a reverse
stock split or otherwise) the outstanding shares of Common Stock into a smaller
number of shares of Common Stock, then in each such event the Formula Number
shall be adjusted to a number determined by multiplying the Formula Number in
effect immediately prior to such event by a fraction, the numerator of which is
the number of shares of Common Stock that are outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
are outstanding immediately prior to such event (and rounding the result to the
nearest whole number); and provided further, that, if at any time after November
5, 2002, the Corporation shall issue any shares of its stock in a merger,
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reclassification, or change of the outstanding shares of Common Stock, then in
each such event the Board of Directors (or, if the Corporation is not the
surviving corporation in any such transaction, the board of directors of the
surviving corporation) shall make adjustments, determined by the Board of
Directors in its discretion to be appropriate, to the Formula Number to reflect
such merger, reclassification or change.
(b) The Corporation shall declare a dividend or distribution on the Series
A Preferred Stock as provided in paragraph (a) of this Section 2 immediately
prior to or at the same time it declares a dividend or distribution on the
Common Stock (other than a dividend or distribution solely in shares of Common
Stock); provided, however, that, in the event no dividend or distribution (other
than a dividend or distribution solely in shares of Common Stock) shall have
been declared on the Common Stock during the period between any Quarterly
Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a
dividend of $.01 per share on the Series A Preferred Stock shall nevertheless be
payable on such subsequent Quarterly Dividend Payment Date. The Board of
Directors may fix a record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a dividend or distribution declared
thereon, which record date shall be not more than 60 days prior to the date
fixed for the payment thereof.
(c) Dividends shall begin to accrue and be cumulative on outstanding shares
of Series A Preferred Stock from and after the Quarterly Dividend Payment Date
next preceding the date of original issue of such shares of Series A Preferred
Stock; provided, however, that dividends on such shares which are originally
issued after the record date for the determination of holders of shares of
Series A Preferred Stock entitled to receive a quarterly dividend and on or
prior to the next succeeding Quarterly Dividend Payment Date shall begin to
accrue and be cumulative from and after such Quarterly Dividend Payment Date.
Notwithstanding the foregoing, dividends on shares of Series A Preferred Stock
which are originally issued prior to the record date for the determination of
holders of shares of Series A Preferred Stock entitled to receive a quarterly
dividend on the first Quarterly Dividend Payment Date shall be calculated as if
cumulative from and after the last day of the fiscal quarter next preceding the
date of original issuance of such shares. Accrued but unpaid dividends shall not
bear interest. Dividends paid on the shares of Series A Preferred Stock in an
amount less than the total amount of such dividends at the time accrued and
payable on such shares shall be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.
(d) So long as any shares of the Series A Preferred Stock are outstanding,
no dividends or other distributions shall be declared, paid or distributed, or
set aside for payment or distribution, on the Common Stock unless, in each case,
the dividend required by this Section 2 to be declared on the Series A Preferred
Stock shall have been declared and the Corporation shall have paid such dividend
or shall have set apart a sum sufficient for the payment thereof.
(e) The holders of the shares of Series A Preferred Stock shall not be
entitled to receive any dividends or other distributions except as provided
herein.
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Section 3. Voting Rights. The holders of shares of Series A Preferred Stock
shall have the following voting rights:
(a) Each holder of Series A Preferred Stock shall be entitled to a number
of votes equal to the Formula Number then in effect, for each share of Series A
Preferred Stock held of record on each matter on which holders of the Common
Stock or shareholders generally are entitled to vote, multiplied times the
maximum number of votes per share which any holder of the Common Stock or
shareholders generally then have with respect to such matter (assuming any
holding period or other requirement to vote a greater number of shares is
satisfied).
(b) Except as otherwise provided herein or by applicable law, the holders
of shares of Series A Preferred Stock and the holders of shares of Common Stock
shall vote together as one class for the election of directors of the
Corporation and on all other matters submitted to a vote of shareholders of the
Corporation.
(c) If, at the time of any annual meeting of shareholders for the election
of directors, the equivalent of six quarterly dividends (whether or not
consecutive) payable on any share or shares of Series A Preferred Stock are in
default, the number of directors constituting the Board of Directors of the
Corporation shall be increased by two. In addition to voting together with the
holders of Common Stock for the election of other directors of the Corporation,
the holders of record of the Series A Preferred Stock, voting separately as a
class to the exclusion of the holders of Common Stock, shall be entitled at said
meeting of shareholders (and at any subsequent annual meeting of shareholders),
unless all dividends in arrears have been paid or declared and set apart for
payment prior thereto, to vote for the election of two directors of the
Corporation, the holders of any Series A Preferred Stock being entitled to cast
a number of votes per share of Series A Preferred Stock equal to the Formula
Number. Until the default in payments of all dividends which permitted the
election of said directors shall cease to exist, any director who shall have
been so elected pursuant to the next preceding sentence may be removed at any
time, either with or without cause, only by the affirmative vote of the holders
of the shares of Series A Preferred Stock at the time entitled to cast a
majority of the votes entitled to be cast for the election of any such director
at a special meeting of such holders called for that purpose, and any vacancy
thereby created may be filled by the vote of such holders. If and when such
default shall cease to exist, the holders of the Series A Preferred Stock shall
be divested of the foregoing special voting rights, subject to revesting in the
event of each and every subsequent like default in payments of dividends. Upon
the termination of the foregoing special voting rights, the terms of office of
all persons who have been elected directors pursuant to said special voting
rights shall forthwith terminate, and the number of directors constituting the
Board of Directors shall be reduced by two. The voting rights granted by this
Section 3(c) shall be in addition to any other voting rights granted to the
holders of the Series A Preferred Stock in this Section 3.
(d) Except as provided herein, in Section 11 of Article IV, Part B or by
applicable law, holders of Series A Preferred Stock shall have no special voting
rights and their consent shall not be required (except to the extent they are
entitled to vote with holders of Common Stock as set forth herein) for
authorizing or taking any corporate action.
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Section 4. Certain Restrictions.
(a) Whenever quarterly dividends or other dividends or distributions
payable on the Series A Preferred Stock as provided in Section 2 of Article IV,
Part B are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Preferred Stock
outstanding shall have been paid in full, the Corporation shall not:
(i) declare or pay dividends on, make any other distributions on, or redeem
or purchase or otherwise acquire for consideration any shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock;
(ii) declare or pay dividends, or make any other distributions, on any
shares of stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock, except dividends
paid ratably on the Series A Preferred Stock and all such parity stock on which
dividends are payable or in arrears in proportion to the total amounts to which
the holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for consideration shares of
any stock ranking on a parity (either as to dividends or upon liquidation,
dissolution or winding up) with the Series A Preferred Stock; provided that the
Corporation may at any time redeem, purchase or otherwise acquire shares of any
such parity stock in exchange for shares of any stock of the Corporation ranking
junior (either as to dividends or upon dissolution, liquidation or winding up)
to the Series A Preferred Stock; or
(iv) purchase or otherwise acquire for consideration any shares of Series A
Preferred Stock, or any shares of stock ranking on a parity with the Series A
Preferred Stock, except in accordance with a purchase offer made in writing or
by publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of stock of the
Corporation unless the Corporation could, under paragraph (a) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.
Section 5. Reacquired Shares. Any shares of Series A Preferred Stock
purchased or otherwise acquired by the Corporation in any manner whatsoever
shall be retired and canceled promptly after the acquisition thereof. All such
shares shall upon their cancellation become authorized but unissued shares of
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Preferred Stock, without designation as to series, and may thereafter be issued
as part of a new series of Preferred Stock subject to the conditions and
restrictions on issuance set forth herein, or in any other Certificate of
Designations creating a series of Preferred Stock or any similar stock of the
Corporation or as otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up. Upon the liquidation,
dissolution or winding up of the Corporation, whether voluntary or involuntary,
no distribution shall be made (i) to the holders of shares of stock ranking
junior (either as to dividends or upon liquidation, dissolution or winding up)
to the Series A Preferred Stock unless, prior thereto, the holders of shares of
Series A Preferred Stock shall have received an amount equal to accrued and
unpaid dividends and distributions thereon, whether or not declared, to the date
of such payment, plus an amount equal to the greater of (x) $1.00 per whole
share and (y) an aggregate amount per share equal to the Formula Number then in
effect multiplied times the aggregate amount to be distributed per share to
holders of Common Stock, or (ii) to the holders of stock ranking on a parity
(either as to dividends or upon liquidation, dissolution or winding up) with the
Series A Preferred Stock, except distributions made ratably on the Series A
Preferred Stock and all such parity stock in proportion to the total amounts to
which the holders of all such shares are entitled upon such liquidation,
dissolution or winding up.
Section 7. Consolidation, Merger, etc. In case the Corporation shall enter
into any consolidation, merger, combination or other transaction in which the
shares of Common Stock are exchanged for or changed into other stock or
securities, cash or any other property, or any combination thereof, then in any
such case the then outstanding shares of Series A Preferred Stock shall at the
same time be similarly exchanged for or changed into an amount per share equal
to the Formula Number then in effect multiplied times the aggregate amount of
stock, securities, cash or any other property (payable in kind), as the case may
be, into which or for which each share of Common Stock is exchanged or changed.
In the event both this Section 7 and Section 2 of Article IV, Part B appear to
apply to a transaction, this Section 7 shall control.
Section 8. No Redemption; No Sinking Fund.
(a) The shares of Series A Preferred Stock shall not be subject to
redemption by the Corporation; provided, however, that the Corporation may
purchase or otherwise acquire outstanding shares of Series A Preferred Stock in
the open market or by offer to any holder or holders of shares of Series A
Preferred Stock.
(b) The shares of Series A Preferred Stock shall not be subject to or
entitled to the operation of a retirement or sinking fund.
Section 9. Ranking. The Series A Preferred Stock shall rank, with respect
to the payment of dividends and as to distributions of assets upon liquidation,
dissolution or winding up of the Corporation, junior to all other series of
Preferred Stock of the Corporation, if any, unless the Board of Directors shall
specifically determine otherwise in fixing the powers, preferences and relative,
participating, optional and other special rights of the shares of any such other
series and the qualifications, limitations and restrictions thereof.
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Section 10. Fractional Shares. The Series A Preferred Stock shall be
issuable upon exercise of the Rights issued pursuant to the Rights Agreement in
whole shares or in any fraction of a share that is one one-thousandth of a share
or any integral multiple of such fraction which shall entitle the holder, in
proportion to such holder's fractional shares, to receive dividends, exercise
voting rights, participate in distributions and to have the benefit of all other
rights of holders of Series A Preferred Stock. In lieu of fractional shares, the
Corporation, prior to the first issuance of a share or a fraction of a share of
Series A Preferred Stock, may elect (i) to make a cash payment as provided in
the Rights Agreement for fractions of a share other than one one-thousandth of a
share or any integral multiple thereof or (ii) to issue depository receipts
evidencing such authorized fraction of a share of Series A Preferred Stock
pursuant to an appropriate agreement between the Corporation and a depository
selected by the Corporation; provided that such agreement shall provide that the
holders of such depository receipts shall have all the rights, privileges and
preferences to which they are entitled as holders of the Series A Preferred
Stock.
Section 11. Amendment. None of the powers, preferences or relative,
participating, optional or other special rights of the Series A Preferred Stock
as provided in this Amended and Restated Certificate of Formation of the
Corporation shall be amended in any manner that would alter or change the
powers, preferences, rights or privileges of the holders of Series A Preferred
Stock so as to affect them adversely without the affirmative vote of the holders
of at least 66-2/3 percent of the outstanding shares of Series A Preferred
Stock, voting as a separate class.
C. OTHER PREFERRED SHARES
Section 1. General. Other Preferred Shares authorized by this Amended and
Restated Certificate of Formation may be issued from time to time in one or more
series. The Board of Directors is hereby expressly authorized from time to time
to divide all or any part of the Preferred Shares, other than any already
designated series of Preferred Shares, in series thereof and to fix and
determine variations, if any, between any series so established as to dividend
rates, conversion rights, rights and terms of redemption including sinking fund
provisions, the redemption price or prices, the liquidation preferences, the
conversion privileges, and the voting rights of any wholly unissued series of
preferred shares, and the number of shares constituting any such series and the
designation thereof, or any of them. The provisions of Sections 2 to 6 of this
Article IV, Part C shall apply to all Preferred Shares except to the extent any
designation shall otherwise provide, and in such event, the designation shall
govern to the extent of any inconsistency.
Section 2. Preferred Dividends. The holders of all Preferred Shares,
regardless of series, at the time outstanding shall be entitled to receive, when
and as declared to be payable by the Board of Directors, out of any funds
legally available for the payment thereof, dividends at the rate theretofore
fixed by the Board of Directors for each series of such Preferred Shares that
have theretofore been established, and no more, payable on dates theretofore
fixed by the Board of Directors for each series of such Preferred Shares.
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Section 3. Dividends Other Than Preferred Dividends. After adequate
provision has been made for payment of full dividends on all Preferred Shares
then outstanding for all past dividend periods and for the current dividend
period, the Board of Directors may declare such further dividends as are
permitted by law, and the Board of Directors shall have the absolute discretion
in fixing the fashion in which holders of Preferred Shares and holders of Common
Shares shall participate in such further dividends, with provision being made
for one class participating more fully than the other or to the total exclusion
of the other.
Section 4. Cumulativeness of Preferred Dividends. Dividends on all
Preferred Shares, regardless of series, shall be cumulative. No dividends shall
be declared on any shares of any series of Preferred Shares for any dividend
period unless all dividends accumulated for all prior dividend periods shall
have been declared or shall then be declared at the same time upon all Preferred
Shares then outstanding. No dividends shall be declared on any shares of any
series of Preferred Shares unless a dividend for the same period shall be
declared at the same time upon all Preferred Shares outstanding at the time of
such declaration in like proportion to the dividend rate then declared. No
dividends shall be declared or paid on the Common Shares unless full dividends
on all the Preferred Shares then outstanding for all past dividend periods and
for the current dividend period shall have been declared and the Corporation
shall have paid such dividends or shall have set apart a sum sufficient for the
payment thereof.
Section 5. Preference on Liquidation. In the event of any dissolution,
liquidation or winding up of the Corporation, whether voluntary or involuntary,
the holders of each series of the then outstanding Preferred Shares shall be
entitled to receive the amount fixed for such purpose in the resolution or
resolutions of the Board of Directors establishing the respective series of
Preferred Shares that might then be outstanding, together with a sum equal to
the amount of all accumulated and unpaid dividends thereon at the dividend rate
fixed therefore in the aforesaid resolution or resolutions. After such payment
to such holders of Preferred Shares, the remaining assets and funds of the
Corporation shall be distributed pro rata among the holders of the Common
Shares. A consolidation, merger or other reorganization of the Corporation with
any other corporation or corporations or a sale of all or substantially all of
the assets of the Corporation shall not be considered a dissolution,
liquidation, or winding up of the Corporation within the meaning of these
provisions.
Section 6. Redemption Privileges of the Corporation. The whole or any part
of the outstanding Preferred shares or the whole or any part of any series
thereof may be called for redemption and redeemed at any time at the option of
the Corporation, exercisable by the Board of Directors upon thirty (30) days'
notice by mail to the holders of such shares as are to be redeemed, by paying
therefore in cash the redemption price fixed for such shares in the resolution
or resolutions of the Board of Directors establishing the respective series of
which the shares to be redeemed are a part, together with a sum equal to the
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amount of all accumulated and unpaid dividends thereon at the dividend rate
fixed therefore in the aforesaid resolution or resolutions to the date fixed for
such redemption. The Corporation may redeem the whole or any part of the shares
of any series, or of several series, without redeeming the whole or any part of
the shares of any other series; provided, however, that if at any time less than
the whole of the Preferred Shares of any particular series then outstanding
shall be called for redemption, the Preferred Shares to be redeemed shall be
determined by lot or by such other equitable method as may be determined by the
Board of Directors. If on the redemption date specified in any such notice funds
necessary for such redemption shall have been set aside by the Corporation,
separate and apart of its other funds, in trust for the pro rata benefit of the
holders of the Preferred Shares so called for redemption, then, notwithstanding
that any certificate for shares so called for redemption shall not have been
surrendered for cancellation, the shares so called for redemption shall no
longer be deemed to be outstanding, the right to receive dividends thereon shall
cease to accrue from and after the date so fixed, and all rights of shareholders
of Preferred Shares so called for redemption shall, after such redemption date,
cease and terminate, excepting only the right of the holders thereof to receive
the redemption price thereof, but without interest; and if, before the
redemption date specified in any notice of the redemption of any Preferred
Shares the Corporation shall deposit with a bank or trust company in the City of
Houston, Texas, having a capital and surplus of at least $10,000,000 according
to its last published statement of condition, in trust to be applied to the
redemption of the Preferred Shares so called for redemption, the funds necessary
for such redemption, then, from and after the date of such deposit, the shares
so called for redemption shall no longer be deemed to be outstanding and all
rights of the holders of the shares so called for redemption shall cease and
terminate, excepting only the right of holders thereof to receive the redemption
price thereof, without interest. Any interest accrued on funds so deposited
shall be paid to the Corporation from time to time. In case the holder of shares
which shall have been called for redemption shall not, within five years after
the making of such deposit, claim the amount deposited with respect to the
redemption of such shares, the bank or trust company in which such deposit was
made shall be relieved of all responsibility in respect thereof to such holder.
Preferred Shares which are redeemed shall be cancelled and shall not be
reissued.
ARTICLE V.
The street address of the registered office of the Corporation is 15835
Park Ten Place, Houston, Texas 77084, and the name of its registered agent at
such address is James M. Holland.
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ARTICLE VI.
The number of directors constituting the board of directors is seven (7),
but there is currently a vacancy. The names and addresses of the persons who are
to serve as directors until the next annual meeting of the shareholders, or
until their successors are duly elected and qualified are:
NAME ADDRESS
Deborah A. Beck 15835 Park Ten Place Drive
Houston, Texas 77084
Robert W. Burgess 15835 Park Ten Place Drive
Houston, Texas 77084
George S. Dotson 15835 Park Ten Place Drive
Houston, Texas 77084
Hans Helmerich 15835 Park Ten Place Drive
Houston, Texas 77084
John R. Irwin 15835 Park Ten Place Drive
Houston, Texas 77084
William J. Morrissey 15835 Park Ten Place Drive
Houston, Texas 77084
ARTICLE VII.
A director of the Corporation shall not be liable to the Corporation or its
shareholders for monetary damages for an act or omission in the director's
capacity as a director, except for liability for (i) a breach of the director's
duty of loyalty to the Corporation or its shareholders, (ii) an act or omission
not in good faith or that involves intentional misconduct or a knowing violation
of the law, (iii) a transaction from which the director received an improper
benefit, whether or not the benefit resulted from an action taken within the
scope of the director's office, or (iv) an act or omission for which the
liability of a director is expressly provided for by statute.
If the TBOC is amended after approval by the shareholders of this Article
VII to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the fullest extent permitted by the TBOC, as
so amended.
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Any repeal or modification of the foregoing paragraph by the shareholders
of the Corporation shall not adversely affect any right or protection of a
director of the Corporation existing at the time of such repeal or modification.
ARTICLE VIII.
The right to cumulate votes in the election of directors by any shareholder
of the Corporation is hereby expressly authorized.
[Signature page follows]
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DATED: February 9, 2006
ATWOOD OCEANICS, INC.
By: /s/ James M. Holland
James M. Holland
Secretary
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