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) December 2, 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 December 2, 2003, we issued a press release entitled "Oceaneering Announces
Agreement to Acquire ROV Related Business Operations from Stolt Offshore BV."
The text of the press release is as follows:
Oceaneering Announces Intent to Acquire ROV Related Business Operations From
Stolt Offshore BV.
HOUSTON, Dec. 2 /PRNewswire-FirstCall/ -- Oceaneering International, Inc.
(NYSE: OII) has entered into a Heads of Agreement with Stolt Offshore BV., a
subsidiary of Stolt Offshore S.A. (Nasdaq: SOSA; Oslo Stock Exchange: STO),
for the purpose of expressing its intent to acquire Stolt's drill support
remotely operated vehicle (ROV) business, including 34 work class ROVs,
ancillary equipment, and related contracts and employees, for a purchase price
of $50 million.
The Heads of Agreement provides for a period of exclusivity until
December 31, 2003, during which Stolt will not conduct or commence any
negotiations with any third party concerning any transaction regarding the
sale of these ROVs. During this time Oceaneering will conduct its due
diligence review.
Oceaneering and Stolt intend to expeditiously negotiate a definitive
agreement to govern the contemplated transaction and gain approval of their
respective Boards of Directors.
Oceaneering expects to fund the purchase price by using existing credit
facilities, as well as expanded facilities currently being discussed; neither
the indicated purchase price nor the contemplated transaction includes any
financial working capital.
John Huff, Chairman and Chief Executive Officer, stated, "We are pleased
to have entered into the Heads of Agreement and are confident we can negotiate
the definitive agreement and close this transaction on an expedited basis.
The intended acquisition of these ROVs from Stolt, along with their qualified
work force, and the contracts in place will represent a significant expansion
of our existing operations. Stolt is well positioned in the ROV drill support
markets in Brazil, Norway, and West Africa, and both its people and equipment
are highly regarded in the industry.
"We believe the acquisition will be accretive immediately and will, over
time, earn a rate of return in excess of our cost of capital. Further
guidance as to the expected impact on Oceaneering's earnings will be provided
upon closing of the transaction.
"Together with the Subsea 7 agreement we announced two days ago, this
intended acquisition would raise Oceaneering to a new plateau in the subsea
services market."
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 ROVs
from Stolt, funding the acquisition, the conditional purchase agreement with
Subsea 7, and projections regarding the cost of capital return and future
financial statement impacts attributable to the Stolt 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 ; E-Mail
investorrelations@oceaneering.com .
SOURCE Oceaneering International, Inc.
-0- 12/02/2003
/CONTACT: Jack Jurkoshek, Manager Investor Relations of Oceaneering
International, Inc., +1-713-329-4670, or fax, +1-713-329-4653, or
investorrelations@oceaneering.com /
/Web site: http://www.oceaneering.com /
(OII SOSA)
CO: Oceaneering International, Inc.; Stolt Offshore BV.; Stolt Offshore S.A.
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: December 2, 2003
-----------------------------
Marvin J. Migura
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)