UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 30, 2003
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-10945 95-2628227
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11911 FM 529
Houston, TX 77041
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (713) 329-4500
N/A
(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure.
On November 30, 2003, we issued a press release entitled "Oceaneering Announces
Agreement to Acquire ROV Related Business Operations from Subsea 7."
The text of the press release is as follows:
Oceaneering Announces Agreement to Acquire ROV Related Business Operations
From Subsea 7
HOUSTON, Nov. 30 /PRNewswire-FirstCall/ -- Oceaneering International, Inc.
(NYSE: OII) announced it has entered into an agreement to acquire the drill
support ROV business consisting of 82 remotely operated vehicles (ROVs),
including 54 work class and 28 observation class, related contracts and
employees, and significant subsea engineering, tooling, and products
capabilities and capacity from the Subsea 7 group of companies. This
agreement has been approved by the respective Boards of Directors and is
conditional upon several factors, including no material adverse findings
during the due diligence review. It is anticipated that closing of the
transaction will occur in early 2004.
The purchase price for the assets being acquired is $108 million, subject
to certain possible adjustments; no financial working capital is included.
Oceaneering expects to fund the purchase price by using existing credit
facilities, as well as expanded facilities currently being discussed.
Oceaneering projects this acquisition would generate approximately
$70 million in revenues; $10 to $12 million of operating income, after an
estimated $10 million of depreciation and amortization expense; and be $0.15
accretive to earnings per share (EPS) on an annualized basis in 2004. Actual
results will be impacted by the date the transaction closes. In 2005
Oceaneering projects the EPS accretion to be in the range of $0.20 to $0.25.
John Huff, Chairman and Chief Executive Officer, stated, "We are extremely
pleased to have reached a conditional agreement with Subsea 7 to acquire an
exceptional operation. We look forward to integrating these assets and
talented individuals into our existing ROV organization and increasing
Oceaneering's international business exposure to deepwater exploration,
development, and production activities.
"The pending acquisition of these ROVs and related tooling engineering
capabilities will substantially enhance our existing worldwide market
leadership position in providing oilfield ROV services. Our oilfield work
class ROV fleet size will increase by 40%, from 125 to 179 vehicles."
Subsea 7 was formed in 2002 as a result of the combination of the business
and assets of Halliburton Subsea and the subsea business and assets of DSND
Subsea ASA. Subsea 7 will continue to own and operate ROVs and retain robotic
and subsea engineering in support of its offshore construction, deepwater, and
survey projects. Further information on Subsea 7 can be found on the Internet
at www.subsea7.com .
Statements in this press release that express a belief, expectation or
intention, as well as those that are not historical fact, are forward looking.
The forward-looking statements in this press release include the statements
concerning Oceaneering's intentions with respect to the acquisition of the
drill support ROV business of Subsea 7, the closing date of the transaction,
the purchase price for the assets being acquired, funding the acquisition, and
2004 and 2005 projected financial statement impacts attributable to the
operations to be acquired. These forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995 and are based on current information and expectations of Oceaneering
that involve a number of risks, uncertainties, and assumptions. Among the
factors that could cause the actual results to differ materially from those
indicated in the forward-looking statements are: industry conditions; prices
of crude oil and natural gas; Oceaneering's ability to obtain and the timing
of new projects; and changes in competitive factors. Should one or more of
these risks or uncertainties materialize, or should the assumptions underlying
the forward-looking statements prove incorrect, actual outcomes could vary
materially from those indicated. These and other risks are more fully
described in Oceaneering's periodic filings with the Securities and Exchange
Commission.
Oceaneering is an advanced applied technology company that provides
engineered services and hardware to Customers who operate in marine, space,
and other harsh environments. The Company's services and products are
marketed worldwide to oil and gas companies, government agencies, and firms in
the telecommunications, aerospace, and marine engineering and construction
industries.
For further information, please contact Jack Jurkoshek, Manager Investor
Relations, Oceaneering International, Inc., 11911 FM 529, Houston, Texas
77041; Telephone 713-329-4670; Fax 713-329-4653; www.oceaneering.com
SOURCE Oceaneering International, Inc.
-0- 11/30/2003
/CONTACT: Jack Jurkoshek, Manager Investor Relations of Oceaneering
International, Inc., +1-713-329-4670, or fax, +1-713-329-4653/
/Web site: http://www.oceaneering.com
http://www.subsea7.com /
(OII)
CO: Oceaneering International, Inc.; Subsea 7
ST: Texas
IN: OIL
SU: TNM
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OCEANEERING INTERNATIONAL, INC.
By: /s/ MARVIN J. MIGURA Date: November 30, 2003
---------------------------------
Marvin J. Migura
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)