Edgar Filing: CAL DIVE INTERNATIONAL INC

e424b3



PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED NOVEMBER 7, 2005)		FILED PURSUANT TO RULE 424(b)(3) and (c) FILE NO. 333-125276

$300,000,000

3.25% Convertible Senior Notes due 2025

This prospectus supplement relates to the resale by the holders of the 3.25% Convertible Senior Notes due 2025 of Cal Dive International, Inc. and the shares of common stock issuable upon conversion of the notes.

This prospectus supplement supplements and should be read in conjunction with the prospectus dated November 7, 2005 and supersedes the prospectus supplement dated December 16, 2005. This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the prospectus, including all amendments and supplements thereto which have not been otherwise superseded. The terms of the notes are set forth in the prospectus.

The information in the prospectus appearing in the table under the heading “Selling Security Holders” is hereby modified and restated as set forth in the table below. The information below was furnished to us by the selling security holders listed below on or before December 19, 2005.


											Number of
							Number of		Number of		Shares of
							Shares of		Shares of		Common
	Amount of		Percentage of				Common		Common		Stock Upon
	Notes		Notes		Amount of		Stock		Stock That		Completion
	Beneficially		Beneficially		Notes To		Beneficially		May Be		of Offering
Selling Security Holder	Owned ($)		Owned		Be Sold ($) (1)		Owned (2)(3)		Sold (1)(3)		(1)
1976 Distribution Trust FBO A.R.		4,000		*		4,000		124		124		0
2000 Revocable Trust FBO Lauder/Zinter Hofer		4,000		*		4,000		124		124		0
Advent Convertible Master (Cayman)		7,904,000		2.63		7,904,000		245,972		245,972		0
Alcon Laboratories(4)		274,000		*		274,000		8,526		8,526		0
Aloha Airlines Non-Pilots Pension Trust		35,000		*		35,000		1,089		1,089		0
Aloha Pilots Retirement Trust		20,000		*		20,000		622		622		0
Argent Classic Convertible Arbitrage Fund L.P.		190,000		*		190,000		5,912		5,912		0
Argent Classic Convertible Arbitrage Fund II, L.P.		110,000		*		110,000		3,423		3,423		0
Argent Classic Convertible Arbitrage Fund (Bermuda) Ltd.		1,590,000		*		1,590,000		49,480		49,480		0

S-1


											Number of
							Number of		Number of		Shares of
							Shares of		Shares of		Common
	Amount of		Percentage of				Common		Common		Stock Upon
	Notes		Notes		Amount of		Stock		Stock That		Completion
	Beneficially		Beneficially		Notes To		Beneficially		May Be		of Offering
Selling Security Holder	Owned ($)		Owned		Be Sold ($) (1)		Owned (2)(3)		Sold (1)(3)		(1)
Argent LowLev Convertible Arbitrage Fund, LLC		260,000		*		260,000		8,091		8,091		0
Argent LowLev Convertible Arbitrage Fund II, LLC		30,000		*		30,000		933		933		0
Argent LowLev Convertible Arbitrage Fund Ltd.		2,290,000		*		2,290,000		71,264		71,264		0
Arlington County Employees Retirement System(4)		578,000		*		578,000		17,987		17,987		0
Aristeia International Limited		11,760,000		3.92		11,760,000		365,971		365,971		0
Aristeia Partners LP		2,240,000		*		2,240,000		69,708		69,708		0
Arkansas PERS		680,000		*		680,000		21,161		21,161		0
Asante Health Systems(4)		90,000		*		90,000		2,800		2,800		0
Astrazeneca Holdings Pension		200,000		*		200,000		6,224		6,224		0
Black Diamond Offshore Ltd.		923,000		*		923,000		28,723		28,723		0
Boilermakers Blacksmith Pension Trust		900,000		*		900,000		28,008		28,008		0
British Virgin Islands Social Security Board(4)		80,000		*		80,000		2,489		2,489		0
C&H Sugar Company, Inc.		45,000		*		45,000		1,400		1,400		0
CIBC World Markets(5)		500,000		*		500,000		15,560		15,560		0
CNH CA Master Account, L.P.		24,000,000		8.00		24,000,000		746,880		746,880		0
CALAMOS^® Convertible and High Income Fund		9,000,000		3.00		9,000,000		280,080		280,080		0
CALAMOS^® Convertible Opportunities and Income Fund		7,500,000		2.50		7,500,000		233,400		233,400		0
CALAMOS^® Global Growth & Income Fund — CALAMOS^® Investment Trust		1,600,000		*		1,600,000		49,792		49,792		0
CALAMOS^® Growth & Income Fund — CALAMOS^® Investment Trust		24,235,000		8.08		24,235,000		754,193		754,193		0
CALAMOS^® Growth & Income Portfolio — CALAMOS^® Advisors Trust		165,000		*		165,000		5,134		5,134		0
CALAMOS^® High Yield Fund — CALAMOS^® Investment Trust		3,000,000		1.00		3,000,000		93,360		93,360		0

S-2


											Number of
							Number of		Number of		Shares of
							Shares of		Shares of		Common
	Amount of		Percentage of				Common		Common		Stock Upon
	Notes		Notes		Amount of		Stock		Stock That		Completion
	Beneficially		Beneficially		Notes To		Beneficially		May Be		of Offering
Selling Security Holder	Owned ($)		Owned		Be Sold ($) (1)		Owned (2)(3)		Sold (1)(3)		(1)
Calamos^® Strategic Total Return Fund		10,500,000		3.50		10,500,000		326,760		326,760		0
CBARB, a segregated account of Geode Capital Master Fund, Ltd.		2,000,000		*		2,000,000		62,240		62,240		0
Chrysler Corporation Master Retirement Trust(4)		1,870,000		*		1,870,000		58,194		58,194		0
Citadel Equity Fund Ltd.(4)		27,750,000		9.25		27,750,000		863,580		863,580		0
City and County of San Francisco Retirement System		966,000		*		966,000		30,061		30,061		0
City University of New York(4)		91,000		*		91,000		2,831		2,831		0
Class C Trading Company, Ltd.		210,000		*		210,000		6,535		6,535		0
Credit Suisse First Boston LLC(5)		1,000,000		*		1,000,000		31,120		31,120		0
Delaware PERS		390,000		*		390,000		12,136		12,136		0
Delaware Public Employees Retirement System(4)		786,000		*		786,000		24,460		24,460		0
Delta Airlines Master Trust		195,000		*		195,000		6,068		6,068		0
Delta Air Lines Master Trust — CV(4)		320,000		*		320,000		9,958		9,958		0
Delta Pilots Disability & Survivorship Trust — CV(4)		185,000		*		185,000		5,757		5,757		0
Deutsche Bank Securities Inc.(5)		45,000		*		45,000		1,400		1,400		0
Double Black Diamond Offshore LDC		5,441,000		1.81		5,441,000		169,323		169,323		0
Drawbridge Global Macro Master Fund Ltd.		3,000,000		1.00		3,000,000		93,360		93,360		0
Duke Endowment		180,000		*		180,000		5,601		5,601		0
F.M. Kirby Foundation, Inc.(4)		275,000		*		275,000		8,558		8,558		0
Family Service Life Insurance Co.(4)		100,000		*		100,000		3,112		3,112		0
Frontpoint Convertible Arbitrage Fund, LP		3,500,000		1.17		3,500,000		108,920		108,920		0
Grady Hospital(4)		85,000		*		85,000		2,645		2,645		0
Guardian Life Insurance Co.(4)		7,000,000		2.33		7,000,000		217,840		217,840		0
Guardian Pension Trust(4)		400,000		*		400,000		12,448		12,448		0
HFRCA Global Select Master Trust Account		190,000		*		190,000		5,912		5,912		0

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											Number of
							Number of		Number of		Shares of
							Shares of		Shares of		Common
	Amount of		Percentage of				Common		Common		Stock Upon
	Notes		Notes		Amount of		Stock		Stock That		Completion
	Beneficially		Beneficially		Notes To		Beneficially		May Be		of Offering
Selling Security Holder	Owned ($)		Owned		Be Sold ($) (1)		Owned (2)(3)		Sold (1)(3)		(1)
HFR CA Opportunity Mst. Trst(4)		454,000		*		454,000		14,128		14,128		0
HSBC Investments (USA) Inc. for the HSBC Multi-Strategy Arbitrage Fund(4)		1,000,000		*		1,000,000		31,120		31,120		0
Hallmark Convertible Securities Fund		40,000		*		40,000		1,244		1,244		0
Hawaiian Airlines Employees Pension Plan IAM		10,000		*		10,000		311		311		0
Hawaiian Airlines Pilots Retirement Plan		35,000		*		35,000		1,089		1,089		0
ICI American Holdings Trust		145,000		*		145,000		4,512		4,512		0
Independence Blue Cross(4)		480,000		*		480,000		14,937		14,937		0
Inflective Convertible Opportunity Fund I, L.P.		1,045,000		*		1,045,000		32,520		32,520		0
Inflective Convertible Opportunity Fund I, LTD.		3,500,000		1.17		3,500,000		108,920		108,920		0
International Truck & Engine Corporation Non-Contributory Retirement Plan Trust(4)		165,000		*		165,000		5,134		5,134		0
International Truck & Engine Corporation Retiree Health Benefit Trust(4)		85,000		*		85,000		2,645		2,645		0
International Truck & Engine Corporation Retirement Plan for Salaried Employees Trust(4)		90,000		*		90,000		2,800		2,800		0
J.P. Morgan Securities Inc.(5)		1,500,000		*		1,500,000		46,736		46,680		56
Lyxor Convertible Arbitrage Fund(4)		642,000		*		642,000		19,979		19,979		0
Lyxor/Inflective Convertible Opportunity Fund Limited		1,003,000		*		1,003,000		31,213		31,213		0
Lyxor/Quest Fund Ltd.		2,000,000		*		2,000,000		62,240		62,240		0
Merrill Lynch Insurance Group		274,000		*		274,000		8,526		8,526		0
Microsoft Corporation(4)		275,000		*		275,000		8,558		8,558		0
Municipal Employees		133,000		*		133,000		4,138		4,138		0

S-4


											Number of
							Number of		Number of		Shares of
							Shares of		Shares of		Common
	Amount of		Percentage of				Common		Common		Stock Upon
	Notes		Notes		Amount of		Stock		Stock That		Completion
	Beneficially		Beneficially		Notes To		Beneficially		May Be		of Offering
Selling Security Holder	Owned ($)		Owned		Be Sold ($) (1)		Owned (2)(3)		Sold (1)(3)		(1)
Municipal Employees Benefit Trust		189,000		*		189,000		5,881		5,881		0
New Orleans Firefighters Pension/Relief Fund		53,000		*		53,000		1,649		1,649		0
Nuveen Preferred and Convertible Fund JQC		3,495,000		1.17		3,495,000		108,764		108,764		0
Nuveen Preferred and Convertible Income Fund JPC		2,600,000		*		2,600,000		80,912		80,912		0
OCLC Online Computer Library Center Inc.		20,000		*		20,000		622		622		0
OCM Convertible Trust(4)		525,000		*		525,000		16,338		16,338		0
OCM Global Convertible Securities Fund(4)		80,000		*		80,000		2,489		2,489		0
Occidental Petroleum Corporation		196,000		*		196,000		6,099		6,099		0
Ohio Bureau of Workers Compensation		110,000		*		110,000		3,423		3,423		0
Partner Reinsurance Company Ltd.(4)		320,000		*		320,000		9,958		9,958		0
Policeman and Firemen Retirement System of the City of Detroit(4)		340,000		*		340,000		10,580		10,580		0
Pro-Mutual		570,000		*		570,000		17,738		17,738		0
Putnam Convertible Income-Growth Trust(4)		6,000,000		2.00		6,000,000		186,720		186,720		0
Quest Global Convertible Master Fund Ltd.		500,000		*		500,000		15,560		15,560		0
Qwest Occupational Health Trust(4)		105,000		*		105,000		3,267		3,267		0
Qwest Pension Trust(4)		280,000		*		280,000		8,713		8,713		0
RBC Capital Markets(5)		2,500,000		*		2,500,000		77,800		77,800		0
RCG Baldwin LP(4)		750,000		*		750,000		23,340		23,340		0
RCG Halifax Master Fund, LTD(4)		750,000		*		750,000		23,340		23,340		0
RCG Latitude Master Fund, LTD(4)		2,750,000		*		2,750,000		85,580		85,580		0
RCG Multi Strategy Master Fund, LTD(4)		1,000,000		*		1,000,000		31,120		31,120		0
Ramius Capital Group(4)		1,000,000		*		1,000,000		31,120		31,120		0
Ramius Master Fund LTD(4)		2,750,000		*		2,750,000		85,580		85,580		0

S-5


													Number of
							Number of			Number of			Shares of
							Shares of			Shares of			Common
	Amount of		Percentage of				Common			Common			Stock Upon
	Notes		Notes		Amount of		Stock			Stock That			Completion
	Beneficially		Beneficially		Notes To		Beneficially			May Be			of Offering
Selling Security Holder	Owned ($)		Owned		Be Sold ($) (1)		Owned (2)(3)			Sold (1)(3)			(1)
Sage Capital Management, LLC		500,000		*		500,000		15,560			15,560			0
Silver Convertible Arbitrage Fund, LDC		250,000		*		250,000		7,780			7,780			0
Silverback Conv Arb Master		10,000,000		3.33		10,000,000		311,200			311,200			0
State Employees’ Retirement Fund of the State of Delaware(4)		450,000		*		450,000		14,004			14,004			0
State of Oregon Equity		1,925,000		*		1,925,000		59,906			59,906			0
Susquehanna Capital Group(5)		3,000,000		1.00		3,000,000		93,360			93,360			0
Syngenta AG		135,000		*		135,000		4,201			4,201			0
TCW Group Inc.		4,730,000		1.58		4,730,000		147,197			147,197			0
The Grable Foundation(4)		54,000		*		54,000		1,680			1,680			0
The St. Paul Travelers Companies, Inc. — Commercial Lines(4)		600,000		*		600,000		18,672			18,672			0
Trustmark Insurance		220,000		*		220,000		6,846			6,846			0
UBS O’Connor LLC F/B/O O’Connor Global Convertible Arbitrage Master Limited		8,000,000		2.67		8,000,000		248,960			248,960			0
UBS O’Connor LLC F/B/O O’Connor Global Arbitrage II Master Limited		3,000,000		1.00		3,000,000		93,360			93,360			0
UBS Securities LLC(5)		7,510,000		2.50		7,510,000		233,711			233,711			0
UnumProvident Corporation(4)		175,000		*		175,000		5,446			5,446			0
Vicis Capital Master Fund		12,000,000		4.00		12,000,000		373,440			373,440			0
Virginia Retirement System(4)		940,000		*		940,000		29,252			29,252			0
Waterstone Market Neutral MAC51, Ltd.		2,390,000		*		2,390,000		74,376			74,376			0
Waterstone Market Neutral Master Fund, Ltd.		9,312,000		3.10		9,312,000		289,789			289,789			0
Xavex Convertible Arbitrage 2 Fund		70,000		*		70,000		2,178			2,178			0
Xavex Convertible Arbitrage 5 Fund		1,000,000		*		1,000,000		31,120			31,120			0
Xavex Convertible Arbitrage 10 Fund		100,000		*		100,000		3,112			3,112			0
Unidentified Selling Security Holders		27,194,000		9.06		27,194,000		846,314	(6)		846,314	(6)		0

Total		300,000,000		100		300,000,000		9,335,944			9,336,000			56

S-6


*		Less than 1%

(1)		Because a selling security holder may sell all or a portion of the notes and common stock issuable upon conversion of the notes pursuant to this prospectus, an estimate can not be given as to the number or percentage of notes and common stock that the selling security holder will hold upon termination of any sales. The information presented assumes that all of the selling security holders will fully convert the notes for cash and shares of our common stock and that the selling security holders will sell all shares of our common stock that they received pursuant to such conversion.

(2)		Includes shares of common stock issuable upon conversion of the notes.

(3)		The number of shares of our common stock issuable upon conversion of the notes is calculated assuming (i) that the notes are worth $600,000,000 at the time of conversion, with the $300,000,000 principal amount paid in cash and the remaining $300,000,000 paid in shares of our common stock and (ii) the conversion of the full amount of notes held by such holder at the conversion rate of 31.1200 shares per $1,000 principal amount of the notes, which is equivalent to a conversion price of approximately $32.14. This conversion rate is subject to adjustment as described under “Description of Notes — Conversion Price Adjustments”. Accordingly, the number of shares of our common stock to be sold may increase or decrease from time to time. As a result of the Company’s two for one stock split paid on December 8, 2005, effective as of December 2, 2005, the initial conversion rate of the notes of 15.5600, which was equivalent to a conversion price of approximately $64.27 per share of common stock, was changed to 31.1200 shares of common stock per $1,000 principal amount of the notes, which is equivalent to a conversion price of approximately $32.14 per share of common stock. Fractional shares will not be issued upon conversion of the notes. Cash will be paid instead of fractional shares, if any.

(4)		This selling security holder has identified itself as an affiliate of a registered broker-dealer and has represented to us that such selling security holder acquired its notes or underlying common stock in the ordinary course of business and, at the time of the purchase of the notes or the underlying common stock, such selling security holder had no agreements or understandings, directly or indirectly, with any person to distribute the notes or underlying common stock. To the extent that we become aware that such selling security holder did not acquire its notes or underlying common stock in the ordinary course of business or did have such an agreement or understanding, we will file a post- effective amendment to the registration statement of which this prospectus forms a part to designate such affiliate as an “underwriter” within the meaning of the Securities Act of 1933.

(5)		This selling security holder has identified itself as a registered broker-dealer and, accordingly, it is deemed to be, under the interpretations of the Securities and Exchange Commission, an “underwriter” within the meaning of the Securities Act of 1933. Please see “Plan of Distribution” for required disclosure regarding these selling security holders.

(6)		Due to the effects of rounding, does not equal exactly 15.5600 shares per $1,000 principal amount of the notes.

Selling security holders who are registered broker-dealers are deemed to be “underwriters” within the meaning of the Securities Act of 1933. In addition, selling security holders who are affiliates of registered broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933 if such selling security holder (i) did not acquire its notes or underlying common stock in the ordinary course of business or (ii) had any agreement or understanding, directly or indirectly, with any person to distribute the notes or underlying common stock. To our knowledge, no selling security holder who is a registered broker-dealer or an affiliate of a registered broker-dealer received any securities as underwriting compensation.

S-7

Investing in the notes involves risks. See “Risk Factors” beginning on page 6 of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of the prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is January 6, 2006

S-8