SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________
SCHEDULE 13G/A
(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)
(Amendment No. 1) 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/A 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
NUMBER OF 1,989,176
SHARES ----------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 1,989,176
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8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,989,176
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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)
4.9%
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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/A 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
NUMBER OF 0
SHARES ----------------------------------------------
BENEFICIALLY 6. SHARED VOTING POWER
OWNED BY 0
EACH ----------------------------------------------
REPORTING 7. SOLE DISPOSITIVE POWER
PERSON WITH 0
----------------------------------------------
8. SHARED DISPOSITIVE POWER
0
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,989,176
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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)
4.9%
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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:
HSBC Tower, 29th Floor
452 Fifth Avenue
New York, New York 10018
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
Page 4 of 7 Pages
(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:
1,989,176 shares
(b) Percent of Class:
4.9% (based on the 40,193,221 shares of Common Stock (the "Common
Stock") of Cal Dive International, Inc. (the "Company") consisting
of (i) 38,377,859 shares publicly reported by the Company to be
outstanding as of November 4, 2004 and (ii) the 1,815,362 shares of
Common Stock underlying Convertible Securities (as defined below)
issuable within 60 days as of December 31, 2004).
(c) Number of shares as to which FAM has:
(i) Sole power to vote or to direct the vote:
1,989,176 shares
(ii) Shared power to vote or to direct the vote:
0 shares
(iii) Sole power to dispose or to direct the disposition of:
1,989,176 shares
(iv) Shared power to dispose or to direct the disposition of:
0 shares
The Common Stock reported to be beneficially owned consists of
173,814 shares of Common Stock and 1,815,362 shares of Common Stock issuable
upon the exercise by Fletcher International, Ltd. of certain convertible
securities (the "Convertible Securities") pursuant to an Agreement, dated as of
December 31, 2002, by and between the Company and Fletcher International, Ltd.
The Convertible Securities are exercisable within 60 days of December 31, 2004.
The holdings reported reflect the shares of Common Stock issuable within 60
days of December 31, 2004 that would have been held had the Convertible
Securities been exercised on December 31, 2004.
The shares of Common Stock of the Company reported to be
beneficially owned consist of shares underlying Convertible Securities 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.
Page 5 of 7 Pages
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 this box [X].
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
This Schedule 13G/A Amendment No. 1 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, 2004 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/A Amendment No. 1 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.
Page 6 of 7 Pages
SIGNATURE
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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 10, 2005
Fletcher Asset Management, Inc.
By: /s/ Peter Zayfert
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Name: Peter Zayfert
Title: Executive Vice President
Fletcher Asset Management, Inc.
By: /s/ Patrick Huvane
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Name: Patrick Huvane
Title: Chief Financial Officer
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.
Page 7 of 7 Pages
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.
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Alphonse Fletcher Jr.
Dated: February 14, 2001