UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No.One)*
Oceaneering International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
675232102
(Cusip Number)
December 31, 2001
(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
966,502
6. SHARED VOTING POWER
None
7. SOLE DISPOSITIVE POWER
1,208,002
8. SHARED DISPOSITIVE POWER
14,600
9. AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING
PERSON
1,222,602
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.2%
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:
1000 Ridgeway Loop Rd. Suite 233
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:
1,222,602
(b) Percent of Class:
5.2%
(c) Number of Shares as to which such person has:
(i) Sole Power to vote or to direct the
vote: 966,502
(ii) Shared Power to vote or to direct the
vote: None
(iii) Sole Power to dispose or to direct the
disposition of: 1,208,002
(iv) Shared Power to dispose or to direct
the disposition of: 14,600
Of the 1,222,602 shares being reported, 800 or .003% of the
outstanding shares of Common Stock of Oceaneering
International, Inc. are managed by NewSouth Capital
Management, Inc. through a Morgan Keegan Preferred Program
("MKPfd") whereby accounts are placed with NewSouth for
management. Although discretionary responsibility for the
accounts is with NewSouth MKPfd retains responsibility for
SEC filings should their cumulative holdings trigger the
need for 13G reporting.
Of the 1,222,602 shares being reported, 685 or .003% of the
outstanding shares of Common Stock of Oceaneering
International, Inc. are managed by NewSouth Capital
Management, Inc. through a Smith Barney Fiduciary Services
Program whereby accounts are placed with NewSouth for
management. Although discretionary responsibility for the
accounts is with NewSouth Smith Barney retains
responsibility for SEC filings should their cumulative
holdings trigger the need for 13G reporting.
Of the 1,222,602 shares being reported, 11,800 or .05% 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: N/A
Item 6. Ownership of More than Five Percent on Behalf of
Another Person:
NewSouth Capital Management is an Investment Advisor and in
such capacity acquired the securities on behalf of it's
Advisor clients. No single client's interest relates to
more than 5% of the class.
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: 02/13/2002 as of 12/31/2001
Signature:___________________
Name: David M. Newman
Title: Vice President