-----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, KmoMDOSCwz4UQGua4jPEo6ZY4rX7yguecliNq0wg7Mohbw53PnexUmv5Wx0v364a VVQ6rMiTgtG5B9c7bpgDDA== 0001044797-03-000010.txt : 20030211 0001044797-03-000010.hdr.sgml : 20030211 20030211165016 ACCESSION NUMBER: 0001044797-03-000010 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OCEANEERING INTERNATIONAL INC CENTRAL INDEX KEY: 0000073756 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 952628227 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-09605 FILM NUMBER: 03550628 BUSINESS ADDRESS: STREET 1: 11911 FM 529 CITY: HOUSTON STATE: TX ZIP: 77041 BUSINESS PHONE: 713-329-4500 MAIL ADDRESS: STREET 1: 11911 FM 529 CITY: HOUSTON STATE: TX ZIP: 77041 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEW SOUTH CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001044797 IRS NUMBER: 621237220 STATE OF INCORPORATION: TN FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1100 RIDGEWAY LOOP ROAD STREET 2: SUITE 444 CITY: MEMPHIS STATE: TN ZIP: 38120 BUSINESS PHONE: 9017615561 MAIL ADDRESS: STREET 1: 1100 RIDGEWAY LOOP RD STREET 2: SUITE 444 CITY: MEMPHIS STATE: TN ZIP: 38120 SC 13G/A 1 oiitwo.txt SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No.Two)* Oceaneering International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 675232102 (Cusip Number) December 31, 2002 (Date of Event Which Requires Filing of this Statement) 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) *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 the disclosures provided in a prior cover page. The information required in 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 ("Act") 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). 1. NAME OF REPORTING PERSON S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE PERSON: NewSouth Capital Management, Inc. Tax ID #: 62-1237220 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*(a)[ ] (b)[ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5. SOLE VOTING POWER 364,650 6. SHARED VOTING POWER None 7. SOLE DISPOSITIVE POWER 516,250 8. SHARED DISPOSITIVE POWER None 9. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON 516,250 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.1% 12. TYPE OF REPORTING PERSON* I/A Item 1. (a) Name of Issuer: Oceaneering International, Inc. Item 1. (b) Address of Issuer's Principal Executive Offices: 11911 FM 529 Houston, Texas 77041 Item 2. (a) Name of Person Filing: NewSouth Capital Management, Inc. Item 2. (b) Address of Principal Business Office: 1100 Ridgeway Loop Rd. Suite 444 Memphis, TN 38120 Item 2. (c) Citizenship: USA Item 2. (d) Title of Class of Securities: Common Stock Item 2. (e) CUSIP Number: 675232102 Item 3. (e) /x/ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940 Item 4. Ownership: (a) Amount Beneficially Owned: 516,250 (b) Percent of Class: 2.1% (c) Number of Shares as to which such person has: (i) Sole Power to vote or to direct the vote: 364,650 (ii) Shared Power to vote or to direct the vote: None (iii) Sole Power to dispose or to direct the disposition of: 516,250 (iv) Shared Power to dispose or to direct the disposition of: None Of the 516,250 shares being reported, 8,840 or .04% of the outstanding shares of Common Stock of Oceaneering International, Inc. are managed by NewSouth Capital Management, Inc. through a Thomas Weisel Partners LLC Asset Management Consulting Program whereby accounts are placed with NewSouth for management. Although discretionary responsibility for the accounts is with NewSouth Thomas Weisel Partners LLC retains responsibility for SEC filings should their cumulative holdings trigger the need for 13G reporting. Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [x]. Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: N/A Item 8. Identification and Classification of Members of the Group: N/A Item 9. Notice of Dissolution of Group: N/A Item 10. Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: 02/11/2003 as of 12/31/2002 Signature:___________________ Name: David M. Newman Title: Vice President -----END PRIVACY-ENHANCED MESSAGE-----