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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
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)
0001279141
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(CUSIP NUMBER)
Cambridge Investments, Ltd.
600 Montgomery Street
43rd Floor
San Francisco, CA 94111
Tel No. 415-781-0866
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Michael G. Tannenbaum, Esq.
Newman Tannenbaum Helpern Syracuse & Hirschtritt
900 Third Avenue - 13th Floor
New York, New York 10022
(212) 508-6700
Filed on May 12, 1998 For the Purpose of Converting From 13D to 13G filing
status.
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(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 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.
Page 1 of 6 Pages
CUSIP No. 0001279141
1. Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Cambridge Investments, Ltd.
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: State of California, USA
Number of Shares 5. Sole Voting Power 800,888 Shares
Beneficially
Owned by 6. Shared Voting Power
Each
Reporting 7. Sole Dispositive Power 800,888 Shares
Person
With 8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person 800,888 Shares
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row 9 6.21%
12. Type of Reporting Person (See Instructions) CO, IA
Page 2 of 6 Pages
CUSIP No. 0001279141
Item 1(a) Name of Issuer:
Cal Dive International, Inc.
Item 1(b) Address of Issuer:
Cal Dive International, Inc.
13430 Northwest Freeway
Suite 350
Houston, TX 77040
Item 2(a) Name of Person Filing:
Cambridge Investments, Ltd.
Item 2(b) Address of Principal Business Office or, if none, Residence:
The principal business address of the reporting person is:
Cambridge Investments, Ltd.
600 Montgomery Street
43rd Street
San Francisco, California 94111
415-781-0866
Item 2(c) Citizenship:
Cambridge Investments, Ltd. was formed under the laws of the State of
California.
Item 2(d) Title of Class of Securities:
Common Stock, no par value
Item 2(e) CUSIP Number:
0001279141
Item 3 If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or
13d-2(c) promulgated under the Securities Exchange Act of 1934, check
whether the filing person is a:
Page 3 of 6 Pages
CUSIP No. 0001279141
a. |_| Broker or dealer registered under Section 15 of the Act,
b. |_| Bank as defined in Section 3(a)(6) of the Act,
c. |_| Insurance Company as defined in Section 3(a)(19) of the Act,
d. |_| Investment Company registered under Section 8 of the
Investment Company Act,
e. |X| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)
(E),
f. |_| Employee Benefit Plan, or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F),
g. |_| Parent Holding Company or Control Person, in accordance with
Rule 13d-1(b)(ii)(G); (Note: see Item 7)
h. |_| A savings association 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;
j. |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4 Ownership:
(a) Amount Beneficially Owned:
As of April 5, 1998, 800,888 Shares were beneficially
owned by the filing person.
(b) Percent of Class: 5.41%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
800,888 shares
(ii) shared power to vote or direct the vote:
0
(iii) sole power to dispose or to direct the disposition of:
800,888 shares
Page 4 of 6 Pages
CUSIP No. 0001279141
(iv) shared power to dispose or direct the disposition of:
0
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 the following |_|
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:
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 I certify that, to the best of my 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 insurer 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 5 of 6 Pages
CUSIP No. 0001279141
Signature
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.
May 12, 1998
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Date
/s/ John R. Tozzi, President
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Signature
John R. Tozzi, President
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Name/Title
Page 6 of 6 Pages