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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 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 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 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 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 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 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 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 9 INDEX TO EXHIBITS
Exhibit No. Description 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
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 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-