-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AvWDlVEPt9sZhWM138Yfc10GOYzyGluyPR6UrLzQjD+O3DteOldlQGjkwiHpQk2w fMKTckk9EkLal3twnFRByQ== 0000950129-02-003125.txt : 20020619 0000950129-02-003125.hdr.sgml : 20020619 20020619150300 ACCESSION NUMBER: 0000950129-02-003125 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020613 ITEM INFORMATION: Changes in registrant's certifying accountant ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020619 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAL DIVE INTERNATIONAL INC CENTRAL INDEX KEY: 0000866829 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 953409686 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22739 FILM NUMBER: 02682228 BUSINESS ADDRESS: STREET 1: 400 N SAM HOUSTON PKWY E STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77060 BUSINESS PHONE: 2816180400 MAIL ADDRESS: STREET 1: 400 N SAM HOUSTON PKWY E STREET 2: SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77060 8-K 1 h97837e8vk.txt CAL DIVE INTERNATIONAL, INC. - JUNE 13, 2002 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 13, 2002 ----------- CAL DIVE INTERNATIONAL, INC. (Exact name of registrant as specified in its charter) MINNESOTA 95-3409686 (State or other jurisdiction of (I.R.S. Employer incorporation of organization) Identification No.) 400 N. SAM HOUSTON PARKWAY E., SUITE 400, HOUSTON, TEXAS 77060 (Address of Principal Executive Offices) (Zip Code) (281) 618-0400 (Registrant's telephone number, including area code) None (Former name, former address and former fiscal year, if changed since last report) Page 2 of 3 ITEM 4: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On June 13, 2002, the Registrant's Board of Directors, upon the recommendation of its Audit Committee, dismissed Arthur Andersen LLP and appointed Ernst & Young LLP to serve as the Registrant's independent auditors for fiscal year 2002. The appointment is effective immediately and will commence with a review of the Registrant's consolidated financial statements for the period ended June 30, 2002. The appointment of Ernst & Young was made after careful consideration by the Board of Directors, its Audit Committee and management, and concludes an extensive evaluation process. The decision to change auditors was not the result of any disagreement between the Registrant and Arthur Andersen on any matter but, rather, was attributable to the current circumstances surrounding Arthur Andersen and its ability to service the Registrant. Arthur Andersen's reports on Cal Dive's consolidated financial statements for the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. Additionally, during the past two fiscal years and through the date hereof, there were no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Arthur Andersen's satisfaction, would have caused Arthur Andersen to make reference to the subject matter in connection with its reports on the Registrant's consolidated financial statements for such years; and there were no reportable events, as listed in Item 304 (a) (1) (v) of Regulation S-K. The Registrant provided Arthur Andersen a copy of the foregoing disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter dated June 19, 2002, stating that it has found no basis for disagreement with such statements. During the two most recent fiscal years and through the date hereof, the Registrant did not consult with 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 consolidated financial statements, or any other matters or reportable events as set forth in Items 304 (a) (2) (i) and (ii) of Regulation S-K. ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit No. Description ----------- ----------- 16.1* Letter from Arthur Andersen LLP to the Securities and Exchange Commission date June 19, 2002. 99.1* Press Release dated June 19, 2002 announcing the appointment of Ernst & Young LLP as the Registrant's independent auditors. ------------------ * Filed herewith Page 3 of 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly cased this report to be signed on its behalf by the undersigned hereunto duly authorized. CAL DIVE INTERNATIONAL, INC By: A. Wade Pursell Chief Financial Officer Date: June 19, 2002 Page 1 of 1 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 16.1* Letter from Arthur Andersen LLP to the Securities and Exchange Commission date June 19, 2002. 99.1* Press Release dated June 19, 2002 announcing the appointment of Ernst & Young LLP as the Registrant's independent auditors. ------------------ * Filed herewith EX-16.1 3 h97837exv16w1.txt LETTER FROM ARTHUR ANDERSEN LLP EXHIBIT 16.1 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N. W. Washington, D. C. 20549 June 19, 2002 Dear Sir/Madam: The representations made in this letter are based solely on discussions with and representations from the engagement partner on the audits of the financial statements of Cal Dive International, Inc. for the two most recent fiscal years. Those individuals are no longer with Arthur Andersen LLP. We have read the five paragraphs of Item 4 included in the Form 8-K date June 13, 2002 of Cal Dive International, Inc. filed with the Securities and Exchange Commission and have found no basis for disagreements with the statements contained therein. cc: Mr. A. Wade Pursell, Chief Financial Officer Cal Dive International, Inc. EX-99.1 4 h97837exv99w1.txt PRESS RELEASE - APPOINTS ERNST & YOUNG AS AUDITORS EXHIBIT 99.1 [CAL DIVE INTERNATIONAL LOGO] PRESS RELEASE www.caldive.com - -------------------------------------------------------------------------------- Cal Dive International, Inc. o 400 N. Sam Houston Parkway E., Suite 400 o Houston, TX 77060-3500 o 281-618-0400 o Fax: 281-618-0505 FOR IMMEDIATE RELEASE 02-015 CONTACT: JIM NELSON DATE: JUNE 19, 2002 TITLE: VICE CHAIRMAN - -------------------------------------------------------------------------------- CAL DIVE INTERNATIONAL, INC. APPOINTS ERNST & YOUNG AS INDEPENDENT AUDITORS HOUSTON, TX - Cal Dive International, Inc. (Nasdaq: CDIS) today announced that its Board of Directors has appointed Ernst & Young LLP as its independent auditors for the 2002 fiscal year. The firm will replace Arthur Andersen LLP effective immediately and will review the Company's consolidated financial statements for the quarter ended June 30, 2002. The appointment of Ernst & Young was made after careful consideration by the Board of Directors, its Audit Committee and management of the Company, and concludes an extensive evaluation process. The decision to change auditors was not the result of any disagreement between the Company and Arthur Andersen on any matter, including accounting principles or practices, financial disclosures, or auditing scopes or procedures. During the 12 years Arthur Andersen served as Cal Dive's independent auditors, the firm provided exceptional service and their people demonstrated a high degree of professionalism. In a related development, the company also announced that Deloitte & Touche LLP has been selected to provide tax compliance and tax consultation services effective immediately. Cal Dive International, Inc. headquartered in Houston, TX, is an energy service company specializing in well operations and subsea construction. CDI operates a fleet of technically advanced marine construction vessels and robotics, and conducts salvage operations in the Gulf of Mexico. Energy Resource Technology, Inc., acquires and operates mature and non-core offshore oil and gas properties. -----END PRIVACY-ENHANCED MESSAGE-----