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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q/A
(AMENDMENT NO. 1)
(MARK ONE)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004
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 (713) 278-6000
HOUSTON, TEXAS 77042-3615 (Registrant's telephone number, including area code)
(Address, of registrant's principal executive Offices)
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 whether the Registrant is an accelerated filer (as
defined in Rule 12-b-2 of the Act). Yes [ ] No [X]
The number of outstanding shares of each class of the registrant's common
stock as of August 1, 2004, was 14,104,448 shares of Class A common stock and
46,200,000 of Class B common stock.
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TABLE OF CONTENTS
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NUMBER
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PART I - FINANCIAL INFORMATION
Item 4. Controls and Procedures ...................................... 2
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.............................. 2
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EXPLANATORY NOTE
We are amending in full Item 4. Controls and Procedures of Part I of this
Quarterly Report to delete the word "significant" from the second paragraph of
this Item 4 and to include reference to the three months ended June 30, 2004.
Except for the foregoing item, no other information included in the original
Quarterly Report on Form 10-Q is changed by this amendment.
PART I
ITEM 4. CONTROLS AND PROCEDURES
As of June 30, 2004, 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 June 30, 2004 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II
ITEM 6. EXHIBITS AND 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 Executive Filed herewith
Officer
31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Filed herewith
Officer
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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)
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