Cal Dive International, Inc.
Ticker:CDIS 13430 Northwest Freeway, Suite 350
Exchange:NASDAQ-National Market Houston, TX 77040
Industry:Natural Resources (SIC Code 1389) (713) 690-1818

Offering Information
Type of Shares:Common Shares Filing Date:5/2/97
U.S. Shares:3,600,000 Offer Date:7/1/97
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:3,600,000 Offer Price:$15.00
Secondary Shares:0 Gross Spread:$1.05
Offering Amount: $46,800,000 Selling:$0.63
Expenses:$500,000 Reallowance:$0.10
Shares Out After:11,898,760

Primary Underwriting Group
ManagerTierPhone
Schroder Wertheim & Company, IncorporatedLead Manager (212) 492-6900
Raymond James & Associates, Inc.Co-manager (813) 573-8108
Simmons & CompanyCo-manager (713) 223-7840

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Robins, Kaplan, Miller & Ciresi
Bank's Law Firm: Vinson & Elkins

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$37.52$28.79$13.69Assets:$49.14
Net Income:$2.67$3.56-$0.42Curr Assets:
EPS:$0.35$0.47-$0.06Liabilities:$23.18
Prior EPS:$0.71Curr Liabilities:
Cash Flow/Oper:Equity:$25.97
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is a leading provider of subsea construction, inspection, maintenance, repair and salvage services to the offshore natural gas and oil industry in the U.S. Gulf of Mexico. Such services are performed primarily in support of offshore production-related natural gas and oil field infrastructure construction projects, including pipelines, production platforms and risers and subsea production systems. Through ERT, the company also acquires operates and produces natural gas and oil from mature offshore properties. The company's customers include major and independent natural gas and oil producers, pipeline transmission companies and offshore engineering and construction firms. The company owns a diversified fleet of nine vessels servicing offshore natural gas and oil markets, principally in the Gulf of Mexico. This market is experiencing strong exploration and development activity levels, including rapid growth in water depths greater than 1,000 feet.

Use of Proceeds
The proceeds from the proposed offering will be used to fund the cash portion of the JRM Acquisition and to repay indebtedness, including debt incurred in connection with i) the purchase of, and enhancements to the Uncle John and the Balmoral Sea and ii) the purchase of Vermilion Block 328. Remaining proceeds will be used to further repay outstanding indebtedness and for other general corporate purposes.

©1997 IPO Data Systems, Inc. - All rights reserved.