EXHIBIT 99.1
IMPORTANT NOTICE REGARDING CAL DIVE INTERNATIONAL, INC.
EMPLOYEES RETIREMENT SAVINGS PLAN BLACKOUT PERIOD AND YOUR
RIGHTS TO TRADE CAL DIVE STOCK DURING BLACKOUT
AUGUST 13, 2003
TO: ALL DIRECTORS AND EXECUTIVE OFFICERS OF CAL DIVE INTERNATIONAL, INC.
FROM: JAMES LEWIS CONNOR, III - SENIOR VICE PRESIDENT AND GENERAL COUNSEL
The purpose of this notice is to inform you that the Cal Dive International,
Inc. Employees Retirement Savings Plan (the "Savings Plan") will be entering a
blackout period due to a trustee and recordkeeper conversion from Paine Weber
and PFPC to Fidelity Investments. The Securities and Exchange Commission
("SEC") recently published final rules on the Sarbanes-Oxley Act of 2002 (P.L.
107-24) that apply to 401(k) plan blackout periods commencing on or after
January 26, 2003. BECAUSE YOU ARE A DIRECTOR AND/OR EXECUTIVE OFFICER OF CAL
DIVE INTERNATIONAL, INC. (THE "COMPANY"), PLEASE BE AWARE THAT THE BLACKOUT OF
THE SAVINGS PLAN HAS A DIRECT IMPACT ON YOUR ABILITY TO TRADE CAL DIVE
INTERNATIONAL, INC. COMMON STOCK.
The new rules provide that, during the blackout period, corporate executives
may no longer exercise stock options or trade employer securities held outside
of the Savings Plan. Specifically, the insider trading provision prohibits you
from directly or indirectly purchasing, selling, acquiring or transferring any
equity or derivative security of the Company that you acquired in connection
with your service or employment as a director or executive officer of the
Company. Equities acquired in connection with your service as a director or
officer are subject to the restriction, including securities acquired before
the Sarbanes-Oxley Act was passed or before the Company went public. The
restriction does not apply to securities of the Company that were not acquired
in connection with your service as a director or executive officer; however,
you should note that there is a rebuttable presumption that any securities sold
during the blackout period are not exempt from the rule (i.e., the individual
corporate insider bears the burden of proving that the securities were not
"acquired in connection with service or employment").
The SEC's rules provide a limited number of exemptions from the trading
restriction. If you would like more information regarding these exemptions,
please contact me at (281) 618-0538.
ANTICIPATED KEY DATES:
401(K) BLACKOUT BEGINS: SEPTEMBER 15, 2003
401(K) BLACKOUT ENDS: NOVEMBER 20, 2003
Violations of the insider trading prohibition will allow an issuer or a
security holder acting on behalf of an issuer to bring an action to recover the
profits realized by the director or executive officer. In addition, the SEC may
bring an action, including civil injunction proceedings, cease-and-desist
actions, civil penalties and all other remedies available to the SEC under the
Exchange Act, including, in some cases, criminal penalties.
Please be aware that on August 13, 2003, all current Savings Plan participants
and affected parties will be informed of the blackout via corporate email or
first class mail. A copy of the Blackout Notice provided to Savings Plan
participants (and affected parties) is attached and incorporated by reference
herein.
WHILE WE ANTICIPATE A SMOOTH TRANSITION, YOU WILL BE NOTIFIED IN THE UNLIKELY
EVENT THAT AN EXTENSION OF THE BLACKOUT IS NEEDED. PLEASE FEEL FREE TO CONTACT
ME AT (281) 618-0538 IF YOU HAVE ANY QUESTIONS ABOUT THE BLACKOUT PERIOD,
INCLUDING THE ACTUAL BEGINNING AND ENDING DATES OF THE BLACKOUT PERIOD. MY
MAILING ADDRESS IS 400 N. SAM HOUSTON PARKWAY E., SUITE 400, HOUSTON, TEXAS
77060 SHOULD YOU WISH TO WRITE ME.
IMPORTANT NOTICE CONCERNING YOUR RIGHTS UNDER THE
CAL DIVE INTERNATIONAL, INC. EMPLOYEES RETIREMENT SAVINGS PLAN
AUGUST 13, 2003
To: Cal Dive International, Inc. Employees Retirement Savings Plan Participants
From: James Lewis Connor, III - Senior Vice President and General Counsel
This notice is to inform you that the Cal Dive International, Inc. Employees
Retirement Savings Plan (the "Savings Plan") will be transitioning the
investment, trustee, and recordkeeping services of the Savings Plan from Paine
Webber and PFPC (now a part of WySTAR Global Retirement Solutions) to Fidelity
Investments. Southwest Bank of Texas will serve as the investment consultant
for the Savings Plan and for you individually. This letter provides you with
important information so that you can plan ahead for this transition.
As a result of this transition, there will be a period of time when you will be
unable to access your account to direct or diversify your investments or obtain
a loan or distribution from the Savings Plan. This period, during which you
will be unable to exercise rights otherwise available under the Savings Plan,
is called the "Blackout Period". THE BLACKOUT PERIOD WILL BEGIN ON MONDAY,
SEPTEMBER 15, 2003 AND IS EXPECTED TO END ON THURSDAY, NOVEMBER 20, 2003. NO
INVESTMENT CHANGES, DISTRIBUTIONS OR LOAN REQUESTS WILL BE ACCEPTED AFTER
MARKET CLOSE (3:00 PM CDT) ON FRIDAY, SEPTEMBER 12, 2003. To make changes, you
may contact PFPC either through their website
(www.pfpc-invest.com/retirement_solution/) or by telephone at (888) 401-5123.
The effective date of the Savings Plan changes and the end of the Blackout
Period depend upon the accurate, timely transfer of data from PFPC. IF THIS
DOES NOT OCCUR, THE END OF THE BLACKOUT PERIOD COULD BE DELAYED. You will be
notified promptly if the Blackout Period should be extended. Please be sure you
understand the tax consequences of any withdrawal from the Savings Plan, as
well as the Savings Plan guidelines and impact of taking a loan before
initiating a loan from your Savings Plan account.
MAPPING OF YOUR CURRENT BALANCES: It is very important that you review and
consider the appropriateness of your current investments in light of your
inability to direct or diversify those investments during the Blackout Period.
Your current investments with Paine Weber will be mapped to funds with the same
investment grade and investment objective and may not be changed until the
Savings Plan blackout is completed. A mapping illustration is included with
this notice. In meetings to be held in the coming weeks you will be provided
with detailed information regarding the mapping of your funds to Fidelity. IF
YOU WISH YOUR FUNDS TO BE MAPPED DIFFERENTLY THAN THEY ARE CURRENTLY INVESTED,
THE DEADLINE FOR MAKING INVESTMENT CHANGES ON THE PAINE WEBER WEBSITE IS (3:00
PM CDT) ON FRIDAY, SEPTEMBER 12, 2003.
MAPPING OF YOUR ON-GOING CONTRIBUTIONS DURING THE BLACKOUT: Your contributions
will continue to be invested in your account during the Blackout Period. Your
current investment election for new contributions will also be mapped over to
Fidelity. What this means is that you will not be required to enroll in the new
Fidelity program. You will be automatically enrolled in the new Fidelity
program and your new contributions and your current balances will be mapped to
funds with the same investment grade and investment objective.
IMPORTANT INFORMATION REGARDING THE CAL DIVE STOCK FUND: The Savings Plan
Investment Committee has made the decision to remove the Cal Dive Stock Fund as
an investment option in the Savings Plan. Prior to the Blackout beginning date,
you may choose to liquidate your holdings in the Cal Dive Stock Fund and
reinvest the proceeds in a different Paine Webber investment that will
subsequently be mapped to a fund with the same investment grade and investment
objective. Please be notified that all assets remaining in the Cal Dive Stock
Fund at the time of conversion to Fidelity will be converted to cash and mapped
to the Fidelity Stable Value Fund.
In order to provide you sufficient time to consider the effect of the Blackout
Period on your retirement and financial plans, federal law generally requires
that we provide you notice of a Blackout Period at least 30 calendar days in
advance of the commencement of any Blackout Period. This notice serves as the
30-day required advance notice.
If you have any questions concerning the blackout period described in this
notice, please contact:
Houston: Rhonda Gomm (281) 618-0438 rgomm@caldive.com
Traci Kutach (281) 618-0441 tkutach@caldive.com
Lafayette: Renee Broussard (337) 232-8714 rbroussard@caldive.com
Morgan City Gloria Gunther (985) 330-0300 ggunther@caldive.com
Whether or not you are planning retirement in the near future, we encourage you
to carefully consider how this Blackout Period may affect your retirement
planning, as well as your overall financial planning. For your long-term
retirement security, you should give careful consideration to the importance of
a well balanced and diversified investment portfolio, taking into account all
your assets, income and investments. Please watch for details about the
informational meetings that will be scheduled in the coming weeks.
Paine Webber Fund mapped to Fidelity Fund
----------------- -------------
PW Trust Co Stable Value Fidelity Advisor Stable Value
UBS PACE Large Co Value A Fidelity Advisor Equity Income Trust
AIM Constellation A Fidelity Advisor Equity Growth T
Mutual Shares A Liberty Select Value A
AIM Aggressive Growth A Fidelity Advisor Mid Cap T
Franklin Balance Sheet A Dreyfus Prem Small Cap Val A
Templeton Foreign A Fidelity Advisor Diversified Intl T
PIMCO Total Return A Fidelity Advisor Investment Grade Bond T
UBS Tactical Allocation A Fidelity Advisor Asset Allocation T
Cal Dive Stock Fund Fidelity Advisor Stable Value
Please note that once the transition is complete, there will be additional fund
investment options.