SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)1
Cal Dive International, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
127914109
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/X/ Rule 13d-1(b)
/_/ Rule 13d-1(c)
/_/ Rule 13d-1(d)
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1 The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 127914109 13G Page 2 of 7 Pages
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fletcher Asset Management, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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5. SOLE VOTING POWER 2,066,484
NUMBER OF
SHARES --------------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH --------------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER 2,066,484
PERSON WITH
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8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,066,484
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12. TYPE OF REPORTING PERSON*
IA
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 127914109 13G Page 3 of 7 Pages
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1. NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alphonse Fletcher, Jr.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /_/
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5. SOLE VOTING POWER 0
NUMBER OF
SHARES -----------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER 0
OWNED BY
EACH -----------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER 0
PERSON WITH
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8. SHARED DISPOSITIVE POWER 0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,066,484
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ]
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.2%
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12. TYPE OF REPORTING PERSON*
HC
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* SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1(a). Name of Issuer:
Cal Dive International, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
400 N. Sam Houston Parkway E., Suite 400
Houston, Texas 77060
Item 2(a). Names of Persons Filing:
Fletcher Asset Management, Inc. ("FAM") and Alphonse
Fletcher, Jr.
Item 2(b). Address of Principal Business Office or, if none,
Residence:
22 East 67th Street
New York, New York 10021
Item 2(c). Citizenship:
FAM is a corporation organized under the laws of the
State of Delaware. Alphonse Fletcher, Jr. is a
citizen of the United States.
Item 2(d). Title of Class of Securities:
Common Stock, no par value
Item 2(e). CUSIP Number:
127914109
Item 3. If this statement is filed pursuant to Rule 13d-1(b),
or Rule 13d-2(b) or (c), check whether the person
filing is a:
(a) [ ] Broker or dealer registered under Section 15
of the Exchange Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the
Exchange Act;
(c) [ ] Insurance company as defined in Section
3(a)(19) of the Exchange Act;
(d) [ ] Investment company registered under Section 8
of the Investment Company Act;
(e) [X] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [X] A parent holding company or control person in
accordance with Rule 13d-1(b)(ii)(G);
(h) [ ] A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the
definition of an investment company under
Section 3(c)(14) of the Investment Company
Act; or
(j) [ ] Group, in accordance with Rule
13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box [ ].
Item 4. Ownership.
(a) Amount Beneficially Owned:
2,066,484 shares
(b) Percent of Class:
5.2% (based on the 39,731,412 shares of Common Stock
(the "Common Stock") of Cal Dive International, Inc.
(the "Company") consisting of (i) 37,733,708 shares
publicly reported by the Company to be outstanding as of
November 12, 2003 and (ii) the 1,997,704 shares of
Common Stock underlying Investment Rights (as defined
below) issuable within 60 days as of December 31, 2003).
(c) Number of shares as to which FAM has:
(i) Sole power to vote or to direct the vote:
2,066,484 shares
(ii) Shared power to vote or to direct the vote:
0 shares
(iii) Sole power to dispose or to direct the
disposition of:
2,066,484 shares
(iv) Shared power to dispose or to direct the
disposition of:
0 shares
The Common Stock reported to be beneficially owned consists of 68,780
shares of Common Stock and 1,997,704 shares of Common Stock issuable upon the
exercise by Fletcher International, Ltd. of certain convertible securities and
investment rights (the "Investment Rights") pursuant to an Agreement, dated as
of December 31, 2002, by and between the Company and Fletcher International,
Ltd. The Investment Rights are exercisable within 60 days of December 31, 2003.
The holdings reported reflect the shares of Common Stock issuable within 60 days
of December 31, 2003 that would have been held had the Investment Rights been
exercised on December 31, 2003.
The shares of Common Stock of the Company reported to be beneficially
owned consist of shares underlying Investment Rights held in one or more
accounts managed by FAM (the "Accounts"), for Fletcher International, Ltd. FAM
has sole power to vote and sole power to dispose of all shares of Common Stock
in the Accounts. By virtue of Mr. Fletcher's position as Chairman and Chief
Executive Officer of FAM, Mr. Fletcher may be deemed to have the shared power to
vote or direct the vote of, and the shared power to dispose or direct the
disposition of, such shares, and, therefore, Mr. Fletcher may be deemed to be
the beneficial owner of such Common Stock.
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.
This Schedule 13G is filed by FAM, which is an investment adviser
registered under Section 203 of the Investment Advisers Act of 1940, as amended,
with respect to the shares of Common Stock held at December 31, 2003 in the
Accounts managed by FAM. By reason of the provisions of Rule 13d-3 under the
Act, FAM and Mr. Fletcher may each be deemed to own beneficially the shares of
Common Stock owned by the Accounts. The Accounts have the right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, such Common Stock purchased for its account.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By
the Parent Holding Company.
This Schedule 13G is filed by FAM and Mr. Fletcher.
Item 8. Identification and Classification of Members of the
Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certifications.
By signing below Fletcher Asset Management, Inc. and
Alphonse Fletcher, Jr. certify that, to the best of
their knowledge and belief, the securities referred to
above were acquired and are held in the ordinary course
of business and were not acquired and are not held for
the purpose of or with the effect of changing or
influencing the control of the issuer of the securities
and were not acquired and are not held in connection
with or as a participant in any transaction having that
purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 17, 2004
Fletcher Asset Management, Inc.
By: /s/ Angela K. Dorn
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Name: Angela K. Dorn
Title: Authorized Signatory
Fletcher Asset Management, Inc.
By: /s/ Brendan McHugh
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Name: Brendan McHugh
Title: Authorized Signatory
Alphonse Fletcher, Jr., in his
individual capacity
By: /s/ Denis J. Kiely
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Name: Denis J. Kiely for Alphonse
Fletcher, Jr.
*By Power of Attorney, dated
February 14, 2001, attached as
Exhibit A hereto.
Exhibit A
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears below
revokes all prior Power of Attorney and appoints Denis J. Kiely to act severally
as attorney-in-fact for the undersigned solely for the purpose of executing
reports required under Sections 13 and 16 of the Securities Exchange Act of
1934, as amended, and filing the same, with exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
thereby ratifying and confirming all that said attorney-in-fact may do or cause
to be done by virtue hereof.
Signed: /s/ Alphonse Fletcher Jr.
__________________________
Alphonse Fletcher Jr.
Dated: February 14, 2001