<PAGE> 1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2000
------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 1-10945
-------
OCEANEERING INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-2628227
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
11911 FM 529
Houston, Texas
77041
----------------------------------------
(Address of principal executive offices)
(Zip Code)
(713) 329-4500
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [X] No [ ]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at November 1, 2000
---------------------------- -------------------------------
Common Stock, $.25 Par Value 22,985,706 shares
Page 1
<PAGE> 2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands)
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
------------- ---------
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 5,880 $ 11,001
Accounts receivable (net of allowance
for doubtful accounts of $510 and $500) 117,470 118,572
Prepaid expenses and other 23,357 18,990
-------- --------
Total current assets 146,707 148,563
-------- --------
Property and Equipment, at cost 503,455 461,285
Less: accumulated depreciation 185,586 184,918
-------- --------
Net property and equipment 317,869 276,367
-------- --------
Goodwill (net of amortization of $7,209
and $6,612) 11,805 11,611
-------- --------
Other Assets 11,850 14,435
-------- --------
TOTAL ASSETS $488,231 $450,976
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
Accounts and notes payable $ 25,912 $ 34,905
Accrued liabilities 50,791 53,645
Income taxes payable 7,561 7,238
-------- --------
Total current liabilities 84,264 95,788
-------- --------
Long-term Debt, net of current portion 172,500 128,000
-------- --------
Other Long-term Liabilities 31,152 31,488
-------- --------
Commitments and Contingencies
Shareholders' Equity 200,315 195,700
-------- --------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $488,231 $450,976
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
Page 2
<PAGE> 3
OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
September 30, September 30,
-------------------------- --------------------------
2000 1999 2000 1999
--------- --------- --------- ---------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Revenues $ 100,464 $ 100,405 $ 204,503 $ 199,265
Cost of Services 82,091 82,950 170,757 163,283
Selling, General and Administrative Expenses 10,393 9,710 20,388 19,259
--------- --------- --------- ---------
Income from operations 7,980 7,745 13,358 16,723
Interest Income 96 151 245 294
Interest Expense, net of capitalized interest of $938
and $410, and $1,731 and $800 (1,950) (1,496) (3,562) (2,842)
Other Income (Expense), Net 303 (79) 612 126
--------- --------- --------- ---------
Income before income taxes 6,429 6,321 10,653 14,301
Provision for Income Taxes (2,317) (2,205) (3,838) (5,151)
--------- --------- --------- ---------
Net Income $ 4,112 $ 4,116 $ 6,815 $ 9,150
========= ========= ========= =========
Basic Earnings per Share $ 0.18 $ 0.18 $ 0.30 $ 0.41
Diluted Earnings per Share $ 0.18 $ 0.18 $ 0.29 $ 0.40
Weighted average number of common shares 22,941 22,699 22,903 22,545
Incremental shares from stock options 280 380 300 328
Weighted average number of common shares and
equivalents 23,221 23,079 23,203 22,873
</TABLE>
See Notes to Consolidated Financial Statements.
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<PAGE> 4
OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Six Months Ended
September 30,
------------------------
2000 1999
-------- --------
(in thousands)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income $ 6,815 $ 9,150
-------- --------
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 20,926 16,345
Currency translation adjustments and other (184) 2,356
Decrease (increase) in accounts receivable 1,102 (8,471)
Increase in prepaid expenses and other current assets (4,367) (4,128)
Increase in other assets (740) (894)
Decrease in current liabilities (11,365) (3,956)
Increase (decrease) in other long-term liabilities (336) 121
-------- --------
Total adjustments to net income 5,036 1,373
-------- --------
NET CASH PROVIDED BY OPERATING ACTIVITIES 11,851 10,523
-------- --------
Cash Flows from Investing Activities:
Purchases of property and equipment and other (63,101) (27,074)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (63,101) (27,074)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from revolving credit and other
long-term debt 44,328 11,849
Proceeds from issuance of common stock 1,801 4,512
-------- --------
NET CASH PROVIDED BY FINANCING ACTIVITIES 46,129 16,361
-------- --------
NET DECREASE IN CASH AND CASH EQUIVALENTS (5,121) (190)
CASH AND CASH EQUIVALENTS - BEGINNING OF YEAR 11,001 8,367
-------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 5,880 $ 8,177
======== ========
</TABLE>
See Notes to Consolidated Financial Statements.
Page 4
<PAGE> 5
OCEANEERING INTERNATIONAL, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Basis of Presentation and Significant Accounting Policies
These Consolidated Financial Statements are unaudited and have been
prepared pursuant to instructions for the Quarterly Report on Form 10-Q
required to be filed with the Securities and Exchange Commission and do
not include all information and footnotes normally included in
financial statements prepared in accordance with generally accepted
accounting principles. Management has reflected all adjustments which
it believes are necessary to present fairly Oceaneering's financial
position at September 30, 2000 and its results of operations and cash
flows for the periods presented. All such adjustments are of a normal
recurring nature. The financial statements should be read in
conjunction with the consolidated financial statements and notes
thereto included in Oceaneering's Annual Report on Form 10-K for its
fiscal year ended March 31, 2000. The results for interim periods are
not necessarily indicative of annual results. In November 2000,
Oceaneering changed its fiscal year from March 31 to December 31.
2. Shareholders' Equity
Shareholders' Equity consisted of the following:
<TABLE>
<CAPTION>
September 30, March 31,
2000 2000
------------- ---------
(in thousands)
<S> <C> <C> <C>
Common Stock, par value $0.25;
90,000,000 shares authorized;
24,017,046 shares issued $ 6,004 $ 6,004
Additional paid-in capital 78,445 77,972
Treasury stock; 1,045,511 and 1,197,705 shares, at average cost (14,010) (16,050)
Retained earnings 147,308 140,493
Accumulated other elements of comprehensive income (17,432) (12,719)
--------- ---------
Total shareholders' equity $ 200,315 $ 195,700
========= =========
</TABLE>
3. Income Taxes
Cash taxes paid were $3.3 million and $5.1 million for the six months
ended September 30, 2000 and 1999, respectively. Oceaneering also
received a cash tax refund of $4.4 million during the first half of the
current fiscal year.
4. Earnings Per Share
Oceaneering has computed earnings per share in accordance with
Financial Accounting Standards Board Standard Number ("SFAS") 128,
"Earnings Per Share."
5. Business Segment Information
Oceaneering supplies a comprehensive range of technical services and
specialty products to a variety of industries. Oceaneering's Offshore
Oil and Gas business consists of four business segments: Remotely
Operated Vehicles ("ROVs"), Subsea Products, Mobile Offshore Production
Systems and Other Services. Oceaneering's Advanced Technologies
business is a separate segment that provides project management,
engineering services and equipment for applications outside the oil and
gas industry.
Page 5
<PAGE> 6
There are no differences in the basis of segmentation or in the basis
of measurement of segment profit or loss from those used in the consolidated
financial statements for the fiscal year ended March 31, 2000. The previously
reported information for the quarter ended June 30, 2000 included certain
Advanced Technologies activities in the Offshore Oil and Gas segments. That
information is restated below. The following summarizes certain financial data
by business segment:
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
---------------------------------- ------------------------
Sept. 30, Sept. 30, June 30, Sept. 30, Sept. 30,
2000 1999 2000 2000 1999
--------- --------- -------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C>
Revenues
Offshore Oil and Gas
ROVs $ 27,634 $ 23,446 $ 25,362 $ 52,996 $ 46,316
Subsea Products 21,057 13,872 22,502 43,559 31,082
Mobile Offshore Production Systems 5,281 5,715 5,980 11,261 13,084
Other Services 20,851 26,449 22,535 43,386 45,779
-------- -------- -------- -------- --------
Total Offshore Oil and Gas 74,823 69,482 76,379 151,202 136,261
Advanced Technologies 25,641 30,923 27,660 53,301 63,004
-------- -------- -------- -------- --------
Total $100,464 $100,405 $104,039 $204,503 $199,265
======== ======== ======== ======== ========
Gross Margins
Offshore Oil and Gas
ROVs $ 7,003 $ 5,715 $ 5,777 $ 12,780 $ 11,388
Subsea Products 2,519 1,449 2,344 4,863 4,273
Mobile Offshore Production Systems(1) 2,168 1,348 1,331 3,499 4,431
Other Services 2,249 4,622 1,235 3,484 6,531
-------- -------- -------- -------- --------
Total Offshore Oil and Gas 13,939 13,134 10,687 24,626 26,623
Advanced Technologies 4,434 4,321 4,686 9,120 9,359
-------- -------- -------- -------- --------
Total $ 18,373 $ 17,455 $ 15,373 $ 33,746 $ 35,982
======== ======== ======== ======== ========
</TABLE>
(1) The periods ended September 30, 2000 contain a $2.5 million
impairment loss related to an out-of- service tanker held for possible
conversion into production service. This tanker is not of the size
prevalently in demand in the current market, and there have been few
opportunities to bid this vessel. Therefore, it has been written down
to its estimated market value. The impairment loss is reflected in the
Cost of Services line in the Consolidated Statements of Income.
6. Comprehensive Income
Effective April 1, 1998, Oceaneering adopted SFAS 130, "Reporting
Comprehensive Income." This statement establishes standards for
reporting and displaying comprehensive income and its components.
Comprehensive income is the total of net income and all nonowner
changes in equity. The amounts of comprehensive income for each of the
three- and six-month periods ended September 30, 2000 and 1999 are as
follows:
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
September 30, September 30,
-------------------- --------------------
2000 1999 2000 1999
------- ------- ------- -------
(in thousands)
<S> <C> <C> <C> <C>
Net Income per Consolidated Statements of Income $ 4,112 $ 4,116 $ 6,815 $ 9,150
Foreign Currency Translation Gains (Losses) (2,516) 1,837 (4,713) 523
------- ------- ------- -------
Comprehensive Income $ 1,596 $ 5,953 $ 2,102 $ 9,673
======= ======= ======= =======
</TABLE>
Amounts comprising other elements of comprehensive income in
Shareholders' Equity:
<TABLE>
<CAPTION>
September 30, 2000 March 31, 2000
------------------ --------------
(in thousands)
<S> <C> <C>
Accumulated Foreign Currency Translation Adjustments $(17,432) $(12,719)
======== ========
</TABLE>
Page 6
<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
All statements in this Form 10-Q, other than statements of historical facts,
including, without limitation, statements regarding our business strategy, plans
for future operations and industry conditions, are forward-looking statements
made pursuant to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements are subject to various
risks, uncertainties and assumptions, including those we refer to under the
heading "Cautionary Statement Concerning Forward-Looking Statements" in Part I
of our Annual Report on Form 10-K for our fiscal year ended March 31, 2000.
Although we believe that the expectations reflected in such forward-looking
statements are reasonable, because of the inherent limitations in the
forecasting process, as well as the relatively volatile nature of the industries
in which we operate, we can give no assurance that those expectations will prove
to be correct. Accordingly, evaluation of our future prospects must be made with
caution when relying on forward-looking information.
Material Changes in Financial Condition
We consider our liquidity and capital resources adequate to support our
operations and capital commitments. At September 30, 2000, we had working
capital of $62 million, including $6 million of unrestricted cash and we had
$57.5 million available under committed credit facilities.
Our capital expenditures were $72 million during the six months ended September
30, 2000, as compared to $27 million during the corresponding period of the
prior fiscal year. Capital expenditures in the current fiscal year consisted of
ongoing costs related to the conversion of a jackup drilling rig to a mobile
offshore production unit, additions to our fleet of ROVs and multiservice vessel
construction. Prior fiscal year expenditures consisted of additions to our fleet
of ROVs, multiservice vessel construction and subsea products facilities
expansion.
Commitments for capital expenditures at September 30, 2000 were approximately
$30 million of remaining costs for the conversion of a jackup drilling rig to a
mobile offshore production unit. This unit will be used for a three-year
contract in Western Australia. Operations are anticipated to begin during the
second quarter of calendar year 2001.
Results of Operations
Effective with the fourth quarter of the year ended March 31, 2000, we increased
our reporting segments from three to five to assist the investment community in
better understanding our company. The segments are contained within two
businesses - services and products provided to the offshore oil and gas industry
("Offshore Oil and Gas") and all other services and products ("Advanced
Technologies"). Our segments within the Offshore Oil and Gas business are
Remotely Operated Vehicles ("ROVs"), Subsea Products, Mobile Offshore Production
Systems and Other Services. We report our Advanced Technologies business as one
segment. The previously reported information for the quarter ended June 30, 2000
included certain Advanced Technologies activities in the Offshore Oil and Gas
segments. That information is restated in the following discussion.
Consolidated revenue and margin information is as follows:
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
------------------------------------ --------------------------
Sept. 30, Sept. 30, June 30, Sept. 30, Sept. 30,
2000 1999 2000 2000 1999
-------- --------- -------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C>
Revenues $100,464 $100,405 $104,039 $204,503 $199,265
Gross margin 18,373 17,455 15,373 33,746 35,982
Gross margin % 18% 17% 15% 17% 18%
Operating margin % 8% 8% 5% 7% 8%
</TABLE>
We generate a material amount of our consolidated revenue from contracts for
marine services in the Gulf of Mexico and North Sea, which are usually more
active from April through November compared to the rest of the year. However,
our exit from the diving sector in the North Sea in early 1998 and the
substantial number of multiyear ROV contracts that we entered into since
calendar year 1997 have reduced the seasonality of our ROV and Other Services
operations. Revenues in our Mobile Offshore Production Systems, Subsea Products
and Advanced Technologies segments are generally not seasonal.
Our Offshore Oil and Gas business results are influenced by the level of capital
spending by oil and gas companies in the offshore sector. While crude oil and
natural gas prices were higher than those during the comparable period of the
prior fiscal year, capital spending levels have not yet increased as we had
anticipated at the start of our fiscal year. The fixed costs associated with our
underutilized assets have impacted our profit margins, particularly our
umbilical manufacturing facilities in our Subsea Products segment and our
multiservice vessels in our Other Services segment. Our bidding activity is up,
but projects are planned for execution in calendar year 2001. Our Subsea
Page 7
<PAGE> 8
Products segment operating income improved in the current quarter, primarily
from results in Brazil. Our current year Advanced Technologies segment results
are anticipated to be lower than those achieved in the prior fiscal year as our
cable venture is expected to be about break-even in its first year of operation
and this segment's other operations are expected to be comparable to last fiscal
year.
OFFSHORE OIL AND GAS.
The table below sets forth our revenues and gross margins for our Offshore Oil
and Gas business for the periods indicated.
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
------------------------------------ ------------------------
Sept. 30, Sept. 30, June 30, Sept. 30, Sept. 30,
2000 1999 2000 2000 1999
--------- --------- -------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C>
ROVs
Revenues $ 27,634 $ 23,446 $ 25,362 $ 52,996 $ 46,316
Gross margin 7,003 5,715 5,777 12,780 11,388
Gross margin % 25% 24% 23% 24% 25%
Work class utilization % 71% 64% 63% 67% 64%
Subsea Products
Revenues $ 21,057 $ 13,872 $ 22,502 $ 43,559 $ 31,082
Gross margin 2,519 1,449 2,344 4,863 4,273
Gross margin % 12% 10% 10% 11% 14%
Mobile Offshore Production Systems
Revenues $ 5,281 $ 5,715 $ 5,980 $ 11,261 $ 13,084
Gross margin 2,168 1,348 1,331 3,499 4,431
Gross margin % 41% 24% 22% 31% 34%
Other Services
Revenues $ 20,851 $ 26,449 $ 22,535 $ 43,386 $ 45,779
Gross margin 2,249 4,622 1,235 3,484 6,531
Gross margin % 11% 17% 5% 8% 14%
Total Offshore Oil and Gas
Revenues $ 74,823 $ 69,482 $ 76,379 $151,202 $136,261
Gross margin 13,939 13,134 10,687 24,626 26,623
Gross margin % 19% 19% 14% 16% 20%
</TABLE>
Our ROV revenues and gross margin were higher than those achieved during the
corresponding periods of the prior fiscal year due to a higher number of ROVs
available. The gross margin percentages were fairly consistent for the periods
presented.
Our Subsea Products revenues were higher than those in the corresponding periods
of the prior year due to increased umbilical sales from our plant in Brazil and
from increased sales of subsea specialty hardware. Profitability was down in the
six months ended September 30, 2000 compared to the six months ended September
30, 1999 as a result of competitive pricing and a large steel tube umbilical
order in our U.K. plant which had a lower-than-average profit margin due to
higher subcontractor content.
Recurring Mobile Offshore Production Systems revenues and profits were lower
than the prior year as we completed a major modification project for the
floating production and offloading system Zafiro Producer during the last fiscal
year. During the quarter, we determined that the near-term outlook for the use
of semisubmersibles in mobile offshore production systems service was going to
remain weak, and that we could realize greater value for our two semisubmersible
rigs through sales to those who would use them in exploration operations. The
results of the quarter include a gain of $3.7 million on the sale of the
semisubmersible Ocean Zephyr II. In addition, we wrote down the carrying value
of our out-of-service tanker, the Ocean Venture, by $2.5 million as our
assessment of the market it was targeted for, conversion into production
service, had changed. This tanker is not of the size prevalently in demand in
the current market and there have been few opportunities to bid this vessel.
Therefore, we wrote this vessel down to its estimated market value.
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<PAGE> 9
Other Services revenues were lower than the corresponding periods of the prior
year due to lower activity levels in all areas. At the end of the quarter, we
exchanged our diving-related assets in Asia, Australia and the Middle East for
ROVs. There was no material effect on the current quarter's results from the
transaction.
ADVANCED TECHNOLOGIES.
Revenue and gross margin information is as follows:
<TABLE>
<CAPTION>
For the Three Months Ended For the Six Months Ended
---------------------------------- ------------------------
Sept. 30, Sept. 30, June 30, Sept. 30, Sept. 30,
2000 1999 2000 2000 1999
--------- --------- -------- --------- ---------
(in thousands)
<S> <C> <C> <C> <C> <C>
Revenues $25,641 $30,923 $27,660 $53,301 $63,004
Gross margin 4,434 4,321 4,686 9,120 9,359
Gross margin % 17% 14% 17% 17% 15%
</TABLE>
Our Advanced Technologies segment revenues were lower as our telecommunications
activities were put into an unconsolidated joint venture. The results of this
venture are reported as other income. During the September 1999 quarter, our
telecommunications operations reported a loss due to difficulties encountered
during a cable burial job. The job loss reduced gross margin and gross margin
percentage for the prior fiscal year. Results from other activities in this
segment were at comparable levels to the prior fiscal year.
OTHER.
Our telecommunications joint venture started its first revenue-producing
activities during the first quarter of the current fiscal year and operated at
approximately a break-even level.
Interest expense for the three- and six-month periods ended September 30, 2000
increased compared to the corresponding periods of the prior year as we had
higher debt levels and higher interest rates. This debt had been incurred to
fund the acquisition of additional equipment and expansion of our subsea
products production capacity. Interest expense of $1,950,000 and $3,562,000 for
the three- and six-month periods ended September 30, 2000 was net of capitalized
interest of $938,000 and $1,731,000 in those periods.
The provisions for income taxes were related to U.S. income taxes which we
provided at estimated annual effective rates using assumptions as to earnings
and other factors which would affect the tax calculation for the remainder of
the fiscal year, and to the operations of foreign branches and subsidiaries
which were subject to local income and withholding taxes.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
There are no material changes from the information provided in Item 7A of our
Annual Report on Form 10-K for the fiscal year ended March 31, 2000.
Page 9
<PAGE> 10
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
(a) Oceaneering International, Inc. held its Annual Meeting of
Shareholders on August 20, 2000. The following matters were
voted upon at the Annual Meeting:
<TABLE>
<CAPTION>
Election of Director
Nominee Shares Voted For Votes Withheld
-------------------- ---------------- --------------
<S> <C> <C>
Charles B. Evans 18,328,536 354,364
John R. Huff 18,329,029 353,871
</TABLE>
Ratification of the appointment of Arthur Andersen LLP as
independent auditors for the Company.
<TABLE>
<CAPTION>
Shares Voted For Shares Voted Against Shares Abstaining
---------------- -------------------- -----------------
<S> <C> <C>
18,674,387 5,449 3,064
</TABLE>
ITEM 5. OTHER INFORMATION.
Effective November 1, 2000, the Board of Directors of
Oceaneering International, Inc. determined to change the
fiscal year-end of the Company from March 31 to December 31. A
report on Form 10-K, covering the nine-month transition period
ending December 31, 2000, will be filed with the Securities
and Exchange Commission in accordance with its applicable
rules and regulations.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
<TABLE>
<S> <C>
3.01 Restated Certificate of Incorporation
of Oceaneering International, Inc.
3.02 Amended and Restated Bylaws of
Oceaneering International, Inc.
27 Financial Data Schedule
</TABLE>
(b) The Company did not file any reports on Form 8-K during the
quarter for which this report is filed.
Page 10
<PAGE> 11
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 thereunto duly authorized.
OCEANEERING INTERNATIONAL, INC.
(Registrant)
Date: November 10, 2000 By: /s/ JOHN R. HUFF
-------------------------------------------------
John R. Huff
Chairman and Chief Executive Officer
Date: November 10, 2000 By: /s/ MARVIN J. MIGURA
-------------------------------------------------
Marvin J. Migura
Senior Vice President and Chief Financial Officer
Date: November 10, 2000 By: /s/ JOHN L. ZACHARY
-------------------------------------------------
John L. Zachary
Controller and Chief Accounting Officer
<PAGE> 12
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.01 Restated Certificate of Incorporation of Oceaneering
International, Inc.
3.02 Amended and Restated Bylaws of Oceaneering International,
Inc.
27 Financial Data Schedule
</TABLE>
