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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-4221
HELMERICH & PAYNE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-0679879
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
UTICA AT TWENTY-FIRST STREET, TULSA, OKLAHOMA 74114
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (918) 742-5531
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EXCHANGE ON WHICH REGISTERED
------------------- ------------------------------------
Common Stock ($0.10 par value) New York Stock Exchange
Common Stock Purchase Rights New York Stock Exchange
Securities registered Pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
At December 14, 2001, the aggregate market value of the voting stock held
by non-affiliates was $1,402,779,905.
Number of shares of common stock outstanding at December 14, 2001:
49,859,297.
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for the fiscal year ended September 30,
2001 -- Parts I, II, and IV.
(2) Proxy Statement for Annual Meeting of Security Holders to be held March 6,
2002 -- Part III.
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This Amendment to Part IV, Item 14 of Registrant's Form 10-K is hereby
filed solely to correct a typographical error in the Net Income of Registrant
for fiscal 2000 as reflected on page 20 of the edgarised version of the
Registrant's 2001 Annual Report which is Exhibit 13 hereto.
PART IV
Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Document List
1. The financial statements called for by Item 8 are incorporated
herein by reference from the Registrant's Annual Report to
Shareholders for fiscal 2001.
2. Exhibits required by Item 601 of Regulation S-K:
Exhibit Number:
3.1 Restated Certificate of Incorporation and Amendment
to Restated Certificate of Incorporation of the
Registrant are incorporated herein by reference to
Exhibit 3.1 of the Registrant's Annual Report on Form
10-K to the Securities and Exchange Commission for
fiscal 1996, SEC File No. 001-04221.
3.2 By-Laws of the Registrant are incorporated herein by
reference to Exhibit 3.2 of the Registrant's Annual
Report on Form 10-K to the Securities and Exchange
Commission for fiscal 1996, SEC File No. 001-04221.
4.1 Rights Agreement dated as of January 8, 1996, between
the Registrant and The Liberty National Bank and
Trust Company of Oklahoma City, N.A. is incorporated
herein by reference to the Registrant's Form 8-A,
dated January 18, 1996, SEC File No. 001-04221.
* 10.1 Consulting Services Agreement between W. H.
Helmerich, III, and the Registrant effective January
1, 1990, as amended is incorporated herein by
reference to Exhibit 10.3 of the Registrant's Annual
Report on Form 10-K to the Securities and Exchange
Commission for fiscal 1996, SEC File No. 001-04221.
* 10.2 Supplemental Retirement Income Plan for Salaried
Employees of Helmerich & Payne, Inc. is incorporated
herein by reference to Exhibit 10.6 of the
Registrant's Annual Report on Form 10-K to the
Securities and Exchange Commission for fiscal 1996,
SEC File No. 001-04221.
* 10.3 Helmerich & Payne, Inc. 1990 Stock Option Plan is
incorporated herein by reference to Exhibit 10.7 of
the Registrant's Annual Report on Form 10-K to the
Securities and Exchange Commission for fiscal 1996,
SEC File No. 001- 04221.
-----------------------
* Compensatory Plan or Arrangement.
IV-1
* 10.4 Form of Nonqualified Stock Option Agreement for
the 1990 Stock Option Plan is incorporated by
reference to Exhibit 99.2 to the Registrant's
Registration Statement No. 33-55239 on Form S-8,
dated August 26, 1994.
* 10.5 Supplemental Savings Plan for Salaried Employees of
Helmerich and Payne, Inc. is incorporated herein by
reference to Exhibit 10.6 to the Registrant's Annual
Report on Form 10-K to the Securities and Exchange
Commission for fiscal 1999, SEC File No. 001-04221.
* 10.6 Helmerich & Payne, Inc. 1996 Stock Incentive Plan is
incorporated herein by reference to Exhibit 99.1 to
Registrant's Registration Statement No. 333-34939 on
Form S-8 dated September 4, 1997.
* 10.7 Form of Nonqualified Stock Option Agreement for
Helmerich & Payne, Inc. 1996 Stock Incentive Plan is
incorporated by reference to Exhibit 99.2 to
Registrant's Registration Statement No. 333-34939 on
Form S-8 dated September 4, 1997.
* 10.8 Form of Restricted Stock Agreement for Helmerich &
Payne, Inc. 1996 Stock Incentive Plan is incorporated
by reference to Exhibit 10.12 to the Registrant's
Annual Report on Form 10-K to the Securities and
Exchange Commission for fiscal 1997, SEC File No.
001-04221.
* 10.9 Helmerich & Payne, Inc. 2000 Stock Incentive Plan is
incorporated herein by reference to Exhibit 99.1 to
the Registrant's Registration Statement No. 333-
63124 on Form S-8 dated June 15, 2001.
* 10.10 Form of Agreements for Helmerich & Payne, Inc. 2000
Stock Incentive Plan being (i) Restricted Stock Award
Agreement, (ii) Incentive Stock Option Agreement and
(iii) Nonqualified Stock Option Agreement are
incorporated by reference to Exhibit 99.2 to
Registrant's Registration Statement No. 333-63124 on
Form S-8 dated June 15, 2001.
13. The Registrant's Annual Report to Shareholders for
fiscal 2001.
21. Subsidiaries of the Registrant, incorporated by
reference to Exhibit 21 to the Registrant's Annual
Report on Form 10-K to the Securities and Exchange
Commission for fiscal 2001.
-----------------------
* Compensatory Plan or Arrangement.
IV-2
23.1 Consent of Independent Auditors, incorporated by
reference to Exhibit 23.1 to the Registrant's Annual
Report on Form 10-K to the Securities and Exchange
Commission for fiscal 2001.
(b) Report on Form 8-K
None.
-----------------------
* Compensatory Plan or Arrangement.
IV-3
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized:
HELMERICH & PAYNE, INC.
By /s/ Steven R. Mackey
-----------------------------
Steven R. Mackey
Vice President and General
Counsel
Date: January 8, 2002
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
-------- -----------
3.1 Restated Certificate of Incorporation and Amendment
to Restated Certificate of Incorporation of the
Registrant are incorporated herein by reference to
Exhibit 3.1 of the Registrant's Annual Report on Form
10-K to the Securities and Exchange Commission for
fiscal 1996, SEC File No. 001-04221.
3.2 By-Laws of the Registrant are incorporated herein by
reference to Exhibit 3.2 of the Registrant's Annual
Report on Form 10-K to the Securities and Exchange
Commission for fiscal 1996, SEC File No. 001-04221.
4.1 Rights Agreement dated as of January 8, 1996, between
the Registrant and The Liberty National Bank and
Trust Company of Oklahoma City, N.A. is incorporated
herein by reference to the Registrant's Form 8-A,
dated January 18, 1996, SEC File No. 001-04221.
* 10.1 Consulting Services Agreement between W. H.
Helmerich, III, and the Registrant effective January
1, 1990, as amended is incorporated herein by
reference to Exhibit 10.3 of the Registrant's Annual
Report on Form 10-K to the Securities and Exchange
Commission for fiscal 1996, SEC File No. 001-04221.
* 10.2 Supplemental Retirement Income Plan for Salaried
Employees of Helmerich & Payne, Inc. is incorporated
herein by reference to Exhibit 10.6 of the
Registrant's Annual Report on Form 10-K to the
Securities and Exchange Commission for fiscal 1996,
SEC File No. 001-04221.
* 10.3 Helmerich & Payne, Inc. 1990 Stock Option Plan is
incorporated herein by reference to Exhibit 10.7 of
the Registrant's Annual Report on Form 10-K to the
Securities and Exchange Commission for fiscal 1996,
SEC File No. 001- 04221.
* 10.4 Form of Nonqualified Stock Option Agreement for
the 1990 Stock Option Plan is incorporated by
reference to Exhibit 99.2 to the Registrant's
Registration Statement No. 33-55239 on Form S-8,
dated August 26, 1994.
* 10.5 Supplemental Savings Plan for Salaried Employees of
Helmerich and Payne, Inc. is incorporated herein by
reference to Exhibit 10.6 to the Registrant's Annual
Report on Form 10-K to the Securities and Exchange
Commission for fiscal 1999, SEC File No. 001-04221.
* 10.6 Helmerich & Payne, Inc. 1996 Stock Incentive Plan is
incorporated herein by reference to Exhibit 99.1 to
Registrant's Registration Statement No. 333-34939 on
Form S-8 dated September 4, 1997.
* 10.7 Form of Nonqualified Stock Option Agreement for
Helmerich & Payne, Inc. 1996 Stock Incentive Plan is
incorporated by reference to Exhibit 99.2 to
Registrant's Registration Statement No. 333-34939 on
Form S-8 dated September 4, 1997.
* 10.8 Form of Restricted Stock Agreement for Helmerich &
Payne, Inc. 1996 Stock Incentive Plan is incorporated
by reference to Exhibit 10.12 to the Registrant's
Annual Report on Form 10-K to the Securities and
Exchange Commission for fiscal 1997, SEC File No.
001-04221.
* 10.9 Helmerich & Payne, Inc. 2000 Stock Incentive Plan is
incorporated herein by reference to Exhibit 99.1 to
the Registrant's Registration Statement No. 333-
63124 on Form S-8 dated June 15, 2001.
* 10.10 Form of Agreements for Helmerich & Payne, Inc. 2000
Stock Incentive Plan being (i) Restricted Stock Award
Agreement, (ii) Incentive Stock Option Agreement and
(iii) Nonqualified Stock Option Agreement are
incorporated by reference to Exhibit 99.2 to
Registrant's Registration Statement No. 333-63124 on
Form S-8 dated June 15, 2001.
13. The Registrant's Annual Report to Shareholders for
fiscal 2001.
21. Subsidiaries of the Registrant, incorporated by
reference to Exhibit 21 to the Registrant's Annual
Report on Form 10-K to the Securities and Exchange
Commission for fiscal 2001.
23.1 Consent of Independent Auditors, incorporated by
reference to Exhibit 23.1 to the Registrant's Annual
Report on Form 10-K to the Securities and Exchange
Commission for fiscal 2001.
-----------------------
* Compensatory Plan or Arrangement.