SCHEDULE 13G
Amendment No. 2
Oceaneering International Incorporated
Common Stock
Cusip #675232102
Cusip #675232102
Item 1: Reporting Person - FMR Corp.
Item 4: Delaware
Item 5: 808,286
Item 6: 0
Item 7: 1,840,286
Item 8: 0
Item 9: 1,840,286
Item 11: 7.573%
Item 12: HC
Cusip #675232102
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 1,840,286
Item 8: 0
Item 9: 1,840,286
Item 11: 7.573%
Item 12: IN
Cusip #675232102
Item 1: Reporting Person - Abigail P. Johnson
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 1,840,286
Item 8: 0
Item 9: 1,840,286
Item 11: 7.573%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
Oceaneering International Incorporated
Item 1(b). Name of Issuer's Principal Executive Offices:
11911 FM 529
Houston, TX 77041
Item 2(a). Name of Person Filing:
FMR Corp.
Item 2(b). Address or Principal Business Office or, if None,
Residence:
82 Devonshire Street, Boston,
Massachusetts 02109
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
675232102
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing, FMR Corp., is a parent holding company
in accordance with Section 240.13d-1(b)(ii)(G). (Note: See
Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 1,840,286
(b) Percent of Class: 7.573%
(c) Number of shares as to which such
person has:
(i) sole power to vote or to direct
the vote: 808,286
(ii) shared power to vote or to
direct the vote: 0
(iii) sole power to dispose or to
direct the disposition of: 1,840,286
(iv) shared power to dispose or to
direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the
sale of, the Common Stock of Oceaneering International
Incorporated. No one person's interest in the Common Stock
of Oceaneering International Incorporated is more than five
percent of the total outstanding Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company.
See attached Exhibit(s) A, B, and C.
Item 8. Identification and Classification of Members of
the Group.
Not Applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired in the
ordinary course of business and were not acquired for the
purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in any
transaction having such purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this Schedule
13G in connection with FMR Corp.'s beneficial ownership of
the Common Stock of Oceaneering International Incorporated
at December 31, 2003 is true, complete and correct.
February 16, 2004
Date
/s/Eric D. Roiter
Signature
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997 by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule
13G, Fidelity Management & Research Company
("Fidelity"), 82 Devonshire Street, Boston, Massachusetts
02109, a wholly-owned subsidiary of FMR Corp. and an
investment adviser registered under Section 203 of the
Investment Advisers Act of 1940, is the beneficial owner of
1,033,086 shares or 4.251% of the Common Stock
outstanding of Oceaneering International Incorporated ("the
Company") as a result of acting as investment adviser to
various investment companies registered under Section 8 of
the Investment Company Act of 1940.
Edward C. Johnson 3d, FMR Corp., through its
control of Fidelity, and the funds each has sole power to
dispose of the 1,033,086 shares owned by the Funds.
Neither FMR Corp. nor Edward C. Johnson 3d,
Chairman of FMR Corp., has the sole power to vote or direct
the voting of the shares owned directly by the Fidelity Funds,
which power resides with the Funds' Boards of Trustees.
Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 82 Devonshire
Street, Boston, Massachusetts 02109, a wholly-owned
subsidiary of FMR Corp. and a bank as defined in Section
3(a)(6) of the Securities Exchange Act of 1934, is the
beneficial owner of 741,800 shares or 3.052% of the
Common Stock outstanding of the Company as a result of its
serving as investment manager of the institutional account(s).
Edward C. Johnson 3d and FMR Corp., through its
control of Fidelity Management Trust Company, each has
sole dispositive power over 741,800 shares and sole power to
vote or to direct the voting of 741,800 shares of Common
Stock owned by the institutional account(s) as reported
above.
Members of the Edward C. Johnson 3d family are the
predominant owners of Class B shares of common stock of
FMR Corp., representing approximately 49% of the voting
power of FMR Corp. Mr. Johnson 3d owns 12.0% and
Abigail Johnson owns 24.5% of the aggregate outstanding
voting stock of FMR Corp. Mr. Johnson 3d is Chairman of
FMR Corp. and Abigail P. Johnson is a Director of FMR
Corp. The Johnson family group and all other Class B
shareholders have entered into a shareholders' voting
agreement under which all Class B shares will be voted in
accordance with the majority vote of Class B shares.
Accordingly, through their ownership of voting common
stock and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed,
under the Investment Company Act of 1940, to form a
controlling group with respect to FMR Corp.
Fidelity International Limited, Pembroke Hall, 42
Crowlane, Hamilton, Bermuda, and various foreign-based
subsidiaries provide investment advisory and management
services to a number of non-U.S. investment companies (the
"International Funds") and certain institutional investors.
Fidelity International Limited is the beneficial owner of
65,400 shares or 0.269% of the Common Stock outstanding
of the Company. Additional information with respect to the
beneficial ownership of Fidelity International Limited is
shown on Exhibit B.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to instructions in Item 7 of Schedule 13G, this
Exhibit has been prepared to identify Fidelity International
Limited, Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda,
a Bermudan joint stock company incorporated for an
unlimited duration by private act of the Bermuda Legislature
(FIL) and an investment adviser to various investment
companies (the "International Funds") and certain institutional
investors, as a beneficial owner of the 65,400 shares or
0.269% of the Common Stock outstanding of Oceaneering
International Incorporated.
Prior to June 30, 1980, FIL was a majority-owned
subsidiary of Fidelity Management & Research Company
(Fidelity), a wholly-owned subsidiary of FMR Corp. On that
date, the shares of FIL held by Fidelity were distributed, as a
dividend, to the shareholders of FMR Corp. FIL currently
operates as an entity independent of FMR Corp. and Fidelity.
The International Funds and FIL's other clients, with the
exception of Fidelity and an affiliated company of Fidelity, are
non-U.S. entities.
A partnership controlled by Edward C. Johnson 3d and
members of his family owns shares of FIL voting stock with
the right to cast approximately 39.89% of the total votes which
may be cast by all holders of FIL voting stock. Mr. Johnson
3d is Chairman of FMR Corp. and FIL. FMR Corp. and FIL
are separate and independent corporate entities, and their
Boards of Directors are generally composed of different
individuals. Other than when one serves as a sub adviser to
the other, their investment decisions are made independently,
and their clients are generally different organizations.
FMR Corp. and FIL are of the view that they are not
acting as a "group" for purposes of Section 13(d) under the
Securities Exchange Act of 1934 (the "1934" Act) and that
they are not otherwise required to attribute to each other the
"beneficial ownership" of securities "beneficially owned" by
the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act. Therefore, they are of the
view that the shares held by the other corporation need not be
aggregated for purposes of Section 13(d). However, FMR
Corp. is making this filing on a voluntary basis as if all of the
shares are beneficially owned by FMR Corp. and FIL on a
joint basis.
FIL may continue to have the International Funds or
other accounts purchase shares subject to a number of factors,
including, among others, the availability of shares for sale at
what FIL considers to be reasonable prices and other
investment opportunities that may be available to the
International Funds.
FIL intends to review continuously the equity position
of the International Funds and other accounts in the Company.
Depending upon its future evaluations of the business and
prospects of the Company and upon other developments,
including, but not limited to, general economic and business
conditions and money market and stock market conditions,
FIL may determine to cease making additional purchases of
shares or to increase or decrease the equity interest in the
Company by acquiring additional shares, or by disposing of all
or a portion of the shares.
FIL does not have a present plan or proposal which
relates to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization, liquidation, or
sale or transfer of a material amount of assets involving the
Company or any of its subsidiaries, (ii) any change in the
Company's present Board of Directors or management, (iii)
any material changes in the Company's present capitalization
or dividend policy or any other material change in the
Company's business or corporate structure, (iv) any change in
the Company's charter or by-laws, or (v) the Company's
common stock becoming eligible for termination of its
registration pursuant to Section 12(g)(4) of the 1934 Act.
FIL has sole power to vote and the sole power to
dispose of 65,400 shares.
SCHEDULE 13G - TO BE INCLUDED IN
STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on February 16, 2004, agree
and consent to the joint filing on their behalf of this Schedule
13G in connection with their beneficial ownership of the
Common Stock of Oceaneering International Incorporated at
December 31, 2003.
FMR Corp.
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of FMR Corp. and its direct and indirect
subsidiaries
Edward C. Johnson 3d
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Edward C. Johnson 3d
Abigail P. Johnson
By /s/ Eric D. Roiter
Eric D. Roiter
Duly authorized under Power of Attorney
dated December 30, 1997, by and on behalf
of Abigail P. Johnson
Fidelity Management & Research Company
By /s/ Eric D. Roiter
Eric D. Roiter
Senior V.P. and General Counsel