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: May 14, 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 4. Changes in Registrant's Certifying Accountant.
On May 14, 2002, Atwood Oceanics, Inc. (the "Company") dismissed Arthur
Andersen LLP as its independent public accountants and appointed
PricewaterhouseCoopers LLP as its new independent accountants. The decision to
dismiss Arthur Andersen and to retain PricewaterhouseCoopers was recommended by
the Company's Audit Committee and approved by its Board of Directors.
Arthur Andersen's reports on the Company's consolidated financial
statements for each of the years ended September 30, 2001 and 2000 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles.
During the years ended September 30, 2001 and 2000, and the subsequent
interim period through May 14, 2002, there were no disagreements between the
Company and Arthur Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to Arthur Andersen's satisfaction, would have
caused them to make reference to the subject matter of the disagreement in
connection with their report. None of the reportable events described in Item
304(a)(1)(v) of Regulation S-K occurred during the years ended September 30,
2001 and 2000 or during the subsequent interim period through May 14, 2002.
The Company has provided Arthur Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16.1 is a letter from Arthur Andersen, dated
May 21, 2002, stating their agreement with such statements.
During the years ended September 30, 2001 and 2000, and the subsequent
interim period through May 14, 2002, the Company did not consult with
PricewaterhouseCoopers regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
16.1 Letter of Arthur Andersen LLP regarding change in
certifying accountant.
99.1 Press Release dated May 21, 2002.
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.
Dated: May 21, 2002
ATWOOD OCEANICS, INC.
By: /s/ James M. Holland
------------------------------------
James M. Holland
Senior Vice President and Secretary
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
16.1 Letter of Arthur Andersen LLP regarding change in certifying
accountant.
99.1 Press Release dated May 21, 2002.
Exhibit 16.1
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
May 21, 2002
Dear Sir/Madam:
We have read the second and third paragraphs of Item 4 included in the
Current Report on Form 8-K dated May 21, 2002, of Atwood Oceanics, Inc. to be
filed with the Securities and Exchange Commission and are in agreement with the
statements contained therein.
Very truly yours,
/s/ARTHUR ANDERSEN LLP
Copy to:
Mr. James M. Holland
Senior Vice President and Secretary
Atwood Oceanics, Inc.
Exhibit 99.1
ATWOOD OCEANICS, INC. NAMES
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS
HOUSTON, TX, USA, May 21, 2002- Atwood Oceanics, Inc. (NYSE: ATW) today
announced that it has engaged PricewaterhouseCoopers LLP as the company's
independent auditors. PricewaterhouseCoopers will replace Arthur Andersen LLP to
perform audit services for Atwood's operations worldwide.
The decision to select PricewaterhouseCoopers was made after careful
consideration by Atwood's Audit Committee, Board of Directors, and the
management of the company. The decision was not the result of any disagreement
between the company and Arthur Andersen on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.