<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 240.13D-1(B), (C) and AMENDMENTS THERETO FILED
PURSUANT TO 240.13D-2
(Amendment No. )*
CAL DIVE INTERNATIONAL, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
127914 10 9
(CUSIP Number)
August 14, 1998
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed.
[ ] Rule 13d-1(b)
[X] 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).
Page 1 of 8 Pages
<PAGE> 2
SCHEDULE 13G
CUSIP No. 127914 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Chaney & Partners IV L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES 763,135
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 763,135
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
763,135
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.24%(1)
12 TYPE OF REPORTING PERSON (See Instructions)
PN
- ----------
(1) Based on 14,555,831 shares of Common Stock issued and outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
Page 2 of 8 Pages
<PAGE> 3
SCHEDULE 13G
CUSIP No. 127914 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
R. Chaney Investments, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES 763,135
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 763,135
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
763,135
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.24%(1)
12 TYPE OF REPORTING PERSON (See Instructions)
CO
- ----------
(1) Based on 14,555,831 shares of Common Stock issued and outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
Page 3 of 8 Pages
<PAGE> 4
SCHEDULE 13G
CUSIP No. 127914 10 9
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert H. Chaney
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions) (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 5 SOLE VOTING POWER
SHARES 763,135
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH 0
REPORTING
PERSON 7 SOLE DISPOSITIVE POWER
WITH 763,135
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
763,135
10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(See Instructions) [ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.24%(1)
12 TYPE OF REPORTING PERSON (See Instructions)
IN
- ----------
(1) Based on 14,555,831 shares of Common Stock issued and outstanding as
reported in the Issuer's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
Page 4 of 8 Pages
<PAGE> 5
ITEM 1.
(a) Name of issuer: Cal Dive International, Inc.
(b) Address of issuer's principal executive offices: 400 N. Sam Houston
Parkway East
Suite 400
Houston, TX 77060
ITEM 2.
(a) Name of persons filing:
The Schedule 13G is filed by R. Chaney & Partners IV L.P. ("Fund IV"),
R. Chaney Investments, Inc. ("Investments"), and Mr. Robert H. Chaney.
Investments is the sole general partner of Fund IV. Mr. Chaney is the sole
shareholder of Investments.
(b) Address of principal office:
The address of the principal business office of each of Fund IV,
Investments and Mr. Chaney is 909 Fannin, Suite 1275, Two Houston Center,
Houston, Texas 77010-1006.
(c) Citizenship
Fund IV is a limited partnership formed under the laws of Delaware.
Investments is a corporation organized under the laws of the State of Texas. Mr.
Chaney is a citizen of the United States of America.
(d) Title of class of Securities: Common Stock, no par value
(e) CUSIP Number: 127914 10 9
ITEM 3. If this statement is filed pursuant to 240.13d(b) or 240.13d-2(b) or
(c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
Page 5 of 8 Pages
<PAGE> 6
(e) [ ] An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of
an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] Group, in accordance with 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to 240.13d-1(c), check this box.
ITEM 4. OWNERSHIP
Provide the following information regarding the aggregate number and percentage
of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned: 763,135
(b) Percent of class: 5.24%.
(c) Number of shares as to which each person has:
(i) sole power to vote or to direct the vote: 763,135
(ii) shared power to vote or to direct the vote: None.
(iii) sole power to dispose or to direct the disposition of:
763,135
(iv) shared power to dispose or to direct the disposition of:
None.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Page 6 of 8 Pages
<PAGE> 7
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below the undersigned certify that, to the best of the
knowledge and belief of the undersigned, the securities referred to above were
not acquired and are not held for the purpose of or with the affect 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 7 of 8 Pages
<PAGE> 8
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
August 20, 1998
R. CHANEY & PARTNERS IV L.P.
By: R. Chaney Investments, Inc.,
General Partner
By: /s/ ROBERT H. CHANEY
-------------------------------------
Robert H. Chaney,
President and Chief Executive Officer
R. CHANEY INVESTMENTS, INC.
By: /s/ ROBERT H. CHANEY
---------------------------------------
Robert H. Chaney,
President and Chief Executive Officer
/s/ ROBERT H. CHANEY
---------------------------------------
Robert H. Chaney,
Sole Shareholder of R. Chaney
Investments, Inc.
Page 8 of 8 Pages
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
10.1 Joint Reporting Agreement dated as of August 20, 1998 by and
among R. Chaney & Partners IV L.P., R. Chaney Investments, Inc.,
and Robert H. Chaney
</TABLE>
<PAGE> 1
EXHIBIT 10.1
JOINT REPORTING AGREEMENT
In consideration of the mutual covenants herein contained, each of the
parties hereto represents to and agrees with the other parties as follows:
1. Such party acknowledges that it is required and eligible to file a
statement on Schedule 13G pertaining to the common stock of Cal Dive
International, Inc., to which this agreement is an exhibit, for the filing of
the information contained therein.
2. Such party is responsible for timely filing of such statement and
any amendments thereto, and for the completeness and accuracy of the information
concerning such party contained therein; provided that no such party is
responsible for the completeness or accuracy of the information concerning the
other party making the filing, unless such party knows or has reason to believe
that such information is inaccurate.
3. Such party agrees that such statement is filed by and on behalf of
each such party and that any amendment thereto will be filed on behalf of each
such party.
This agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original instrument, but all of such counterparts
taken together shall constitute but one agreement.
Dated: August 20, 1998
R. CHANEY & PARTNERS IV L.P.
By: R. Chaney Investments, Inc.,
General Partner
By: /s/ ROBERT H. CHANEY
--------------------------------
Robert H. Chaney,
President and Chief Executive
Officer
<PAGE> 2
R. CHANEY INVESTMENTS, INC.
By: /s/ ROBERT H. CHANEY
---------------------------------------
Robert H. Chaney,
President and Chief Executive Officer
/s/ ROBERT H. CHANEY
-------------------------------------------
Robert H. Chaney,
Sole Shareholder of R. Chaney Investments,
Inc.
-2-
