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) June 18, 2002
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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 18, 2002, upon the recommendation of its Audit Committee, the Board of
Directors of the Registrant appointed Ernst & Young LLP to serve as the
Registrant's independent auditor for the year ending December 31, 2002,
replacing Arthur Andersen LLP ("Andersen"). This change is effective
immediately.
The audit reports of Andersen on the consolidated financial statements of the
Registrant and subsidiaries as of and for the year ended December 31, 2001 and
the nine-month period ended December 31, 2000 did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty or audit scope. In addition, there were no modifications as to
accounting principles except (i) the change in the method of accounting for
derivative instruments effective January 1, 2001 and (ii) the change in
accounting for goodwill associated with business acquisitions made after June
30, 2001, both as required by the Financial Accounting Standards Board.
During the Registrant's two most recent fiscal periods ended December 31, 2001,
and from January 1, 2002 through the date of this Form 8-K, there were no
disagreements between the Registrant and Andersen on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Andersen's satisfaction,
would have caused Andersen to make reference to the subject matter of the
disagreement in connection with their reports; and there were no reportable
events, as described in Item 304(a)(1)(v) of Regulation S-K.
The Registrant provided Andersen with a copy of the above disclosures. A letter
dated June 24, 2002, from Andersen stating its agreement with such statements is
listed under Item 7 as Exhibit 16.1.
The Registrant's press release dated June 24, 2002, announcing the engagement of
Ernst & Young as the Registrant's independent auditor for the year ended
December 31, 2002, is listed under Item 7 as Exhibit 99.1.
During the Registrant's two most recent fiscal periods ended December 31, 2001,
and from January 1, 2002 through the date of this Form 8-K, the Registrant did
not consult Ernst & Young with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Registrant's consolidated
financial statements, or any other matters or reportable events described in
Items 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
----------- -----------
16.1 Letter of Arthur Andersen LLP, dated June 24, 2002, regarding
change in certifying accountant.
99.1 Press Release, dated June 24, 2002, "Oceaneering Appoints
Ernst & Young Independent Auditor."
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: June 24, 2002
------------------------------
Marvin J. Migura
Chief Financial Officer
(Principal Financial Officer)
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
16.1 Letter of Arthur Andersen LLP, dated June 24, 2002, regarding
change in certifying accountant.
99.1 Press Release, dated June 24, 2002, "Oceaneering Appoints
Ernst & Young Independent Auditor."