This statement constitutes Amendment No. 9 (this “Amendment”) and amends Amendment No. 8, dated June 27, 2013, Amendment No. 7, dated June 13, 2013, Amendment No. 6, dated May 28, 2013, and Amendment No. 5, dated October 19, 2004, which amended the Schedule 13D filed July 21, 2004, relating to the shares of Common Stock, par value $1.00 per share (the “Shares”), issued by Atwood Oceanics, Inc., a Texas corporation (the “Issuer”), which amended and restated, in its entirety, the Schedule 13D dated July 7, 1977 (as later amended by amendments dated August 31, 1977, September 23, 1977 and March 13, 1980). Other than as set forth herein, there has been no material change in the information set forth in the Schedule 13D filed on July 21, 2004 as amended by Amendment No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8 thereto (as so amended, the “Schedule 13D”). Capitalized terms not defined in this Amendment shall have the respective meanings ascribed thereto in the Schedule 13D. This is the final amendment to the Schedule 13D and constitutes an “exit filing” for the Reporting Persons.
Item 1.
Security and Issuer
No change, except the principal executive offices of the Issuer are located at 15011 Katy Freeway, Suite 800, Houston, Texas 77094.
Item 2.
Identity and Background
No change, except certain information pertaining to each executive officer and director of (i) H&P is set forth in Annex A hereto and incorporated by reference into this Item 2 and (ii) H&P Drilling is set forth in Annex B hereto and incorporated by reference into this Item 2 (collectively, the “Covered Persons”).
Item 3.
Source and Amount of Funds or Other Consideration
No change, except the information provided in Item 4 below is incorporated by reference into this Item 3.
Item 4.
Purpose of Transaction
No change, except that on October 6, 2017, pursuant to the Agreement and Plan of Merger, dated as of May 29, 2017 (the “Merger Agreement”), by and among the Issuer, Ensco plc, a public limited company organized under the laws of England and Wales (“Ensco”), and Echo Merger Sub LLC, a Texas limited liability company (“Merger Sub”), Merger Sub merged with and into the Issuer (the “Merger”), with the Issuer continuing to survive as a wholly owned subsidiary of Ensco. In connection with the Merger, each outstanding Share was converted into the right to receive 1.60 Ensco Class A ordinary shares, nominal value $0.10 per share. As a result of the Merger, the Reporting Persons and the Covered Persons no longer are deemed to beneficially own any Shares.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is on file with the Securities and Exchange Commission as Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on May 30, 2017.
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Item 5.
Interest in Securities of the Issuer
No change, except as follows:
(a) and (b).
As of October 6, 2017, the Reporting Persons and the Covered Persons no longer are deemed to beneficially own any Shares.
(c).
Other than the disposition of Shares described above in Item 4, to the knowledge of the Reporting Persons, no transactions in the Shares have been effected during the past 60 days by any person named in Item 5(a).
(d).
To the knowledge of the Reporting Persons, no one other than the Reporting Persons or the Covered Persons, as the case may be, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the disposition of, the Shares.
(e).
On October 6, 2017, the Reporting Persons ceased to be the beneficial owner of more than five percent of the Shares.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
No change, except the information provided in Item 4 above is incorporated by reference into this Item 6.
Item 7.
Material to be Filed as Exhibits
No change.
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.
Dated:
November 8, 2017
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Helmerich & Payne, Inc.
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By:
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/s/ Cara M. Hair
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Name:
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Cara M. Hair
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Title:
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Vice President, Corporate Services and Chief Legal Officer
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Helmerich & Payne International Drilling Co.
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By:
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/s/ Cara M. Hair
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Name:
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Cara M. Hair
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Title:
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Vice President
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