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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(AMENDMENT NO. 1)
(MARK ONE)
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
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 1-31983
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TODCO
(Exact name of registrant as specified in its charter)
DELAWARE 76-0544217
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 W. SAM HOUSTON PARKWAY SOUTH, SUITE 800
HOUSTON, TEXAS 77042-3615 (713) 278-6000
(Address, of registrant's principal executive Offices) (Registrant's telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
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Class A common stock, par value $.01 per share New York Stock Exchange
Preferred 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 [ ] No |X|
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 |X|
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12-b-2 of the Act). Yes [ ] No |X|
At December 31, 2003, all of the registrant's common equity was held by
an affiliate. The aggregate market value of the Class A common stock held by
non-affiliates as of March 1, 2004, was approximately $213.5 million, based on
the closing price of the Class A common stock on that date as reported by the
New York Stock Exchange. There is no active market for Class B common stock, all
of which is held by affiliates. There was no market for the registrant's common
equity at June 30, 2003.
The number of outstanding shares of each class of the registrant's
common stock as of March 1, 2004, was 14,092,286 shares of Class A common stock
and 46,200,000 of Class B common stock.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
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TABLE OF CONTENTS
PAGE
NUMBER
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PART II
Item 9A. Controls and Procedures............................................. 2
PART IV
Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K..... 2
1
EXPLANATORY NOTE
We are amending in full Item 9A. Controls and Procedures of Part II of
this Annual Report to delete the word "significant" from the second paragraph of
Item 9A and to include reference to the three months ended December 31, 2003.
Except for the foregoing item, no other information included in the original
Annual Report on Form 10-K is changed by this amendment.
PART II
ITEM 9A. CONTROLS AND PROCEDURES
As of December 31, 2003, we carried out an evaluation, under the
supervision and with the participation of management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive
Officer and Chief Financial Officer concluded that our disclosure controls and
procedures are effective. Disclosure controls and procedures are controls and
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission's rules and forms.
There have been no changes in our internal control over financial
reporting that occurred during the three months ended December 31, 2003 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES, & REPORTS ON FORM 8-K
EXHIBIT INDEX
EXHIBIT FILED HEREWITH OR INCORPORATED
NO. DESCRIPTION BY REFERENCE FROM:
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31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Filed herewith
Executive Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Filed herewith
Financial Officer
2
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 in Houston, Texas, on
this 2nd day of September, 2004.
TODCO
/s/ T. Scott O'Keefe
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T. Scott O'Keefe
Senior Vice President and Chief Financial Officer
(on behalf of TODCO and as Principal Financial Officer)
3