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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 MARCH 31, 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,
(Address, of registrant's principal executive Offices) including area code)
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 May 3, 2004, was 14,090,602 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 March 31,
2004. Except for the foregoing, 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 March 31, 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 March 31, 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)
3