-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KUXK7Q0dmzXonRoXMrK3WyGrMg5rxyB8hL93XHqwyqYV81KmbFXxoW/lMi8sDSW1 So8wKNr2LLRvsMyBg3BlZQ== 0000917325-98-000022.txt : 19980217 0000917325-98-000022.hdr.sgml : 19980217 ACCESSION NUMBER: 0000917325-98-000022 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980212 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OCEANEERING INTERNATIONAL INC CENTRAL INDEX KEY: 0000073756 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 952628227 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-09605 FILM NUMBER: 98535549 BUSINESS ADDRESS: STREET 1: 16001 PARK TEN PL STE 600 CITY: HOUSTON STATE: TX ZIP: 77084 BUSINESS PHONE: 7135788868 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COWEN & CO /NY NEW CENTRAL INDEX KEY: 0000917325 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 135616116 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: FINANCIAL SQUARE STREET 2: THIRTY FIRST FLOOR CITY: NEW YORK STATE: NY ZIP: 10005-3597 BUSINESS PHONE: 2124955618 MAIL ADDRESS: STREET 1: FINANCIAL SQUARE STREET 2: 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10005-3597 SC 13G/A 1 SCHEDULE 13G Amendment No. 1 Oceaneering International Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 675232102 (CUSIP Number) 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Cowen & Company I.R.S. Identification No. 13-5616116 2. Check the Appropriate Box if a Member of a Group (a) / / (b) / X / 3. SEC Use Only 4. Citizenship or Place of Organization New York, New York 5. Sole Voting Power 40,000 6. Shared Voting Power 917,700 7. Sole Dispositive Power 40,000 8. Shared Dispositive Power 1,214,600 9. Aggregate Amount Beneficially Owned By Each Reporting Person 1,254,600 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares * N/A 11. Percent of Class Represented by Amount in Row 9 5.34% 12. Type of Reporting Person * BD, IA SCHEDULE 13G Amendment No. 1 Oceaneering International Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 675232102 (CUSIP Number) 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Cowen Incorporated 2. Check the Appropriate Box if a Member of a Group (a) / / (b) / X / 3. SEC Use Only 4. Citizenship or Place of Organization New York, New York 5. Sole Voting Power 40,000 6. Shared Voting Power 917,700 7. Sole Dispositive Power 40,000 8. Shared Dispositive Power 1,214,600 9. Aggregate Amount Beneficially Owned By Each Reporting Person 1,254,600 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares * N/A 11. Percent of Class Represented by Amount in Row 9 5.34% 12. Type of Reporting Person * HC, CO SCHEDULE 13G Amendment No. 1 Oceaneering International Inc. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 675232102 (CUSIP Number) 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Joseph Cohen 2. Check the Appropriate Box if a Member of a Group (a) / / (b) / X / 3. SEC Use Only 4. Citizenship or Place of Organization New York, New York 5. Sole Voting Power 40,000 6. Shared Voting Power 917,700 7. Sole Dispositive Power 40,000 8. Shared Dispositive Power 1,214,600 9. Aggregate Amount Beneficially Owned By Each Reporting Person 1,254,600 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares * N/A 11. Percent of Class Represented by Amount in Row 9 5.34% 12. Type of Reporting Person * IN Item 1 (a) Oceaneering International Inc. (b) 16001 Park Ten Pl, Suite 600 Houston, TX 77084 Item 2 (a) Name of Person Filing: (b) Address of Principal Business Offices: (c) Citizenship: This statement is filed by the following persons (collectively, the "Reporting Persons"): Cowen & Company Financial Square New York, NY 10005-3597 (New York Limited Partnership) Cowen Incorporated Financial Square New York, NY 10005-3597 (New York Corporation) Joseph M. Cohen Financial Square New York, NY 10005-3597 (d) Common Stock (e) 675232102 Item 3 IF THE STATEMENT IS FILED PURSUANT TO RULE 13a-l(a) OR 13 d-2(b), CHECK WHETHER THE PERSON FILING IS: (a) [ X ] Broker or Dealer registered under section 15 of the Act: Cowen & Company (e) [ X ] Investment advisor registered under section 203 of the Investment Advisers Act of 1940: Cowen & Company (g) [ X ] Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G): Cowen Incorporated Joseph M. Cohen (an individual who may be deemed to control Cowen Incorporated.) Item 4 OWNERSHIP Cowen & Company; Cowen Incorporated; Joseph M. Cohen (a) 1,254,600 (b) 5.34% (c) (i) 40,000 (ii) 917,700 (iii) 40,000 (iv) 1,214,600 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 As a broker-dealer and an investment adviser, Cowen & Company holds a portion of the securities on behalf of its clients, none of whose individual interests exceeds five percent. ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED BY THE PARENT HOLDING COMPANY See Item 3(g) and Exhibit A. 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 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 of 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. February 12, 1998 COWEN & COMPANY By: Cowen Incorporated, General Partner By: /s/ David R. Sarns David R. Sarns, Managing Director COWEN INCORPORATED By: /s/ David R. Sarns David R. Sarns, Managing Director JOSEPH M. COHEN By: /s/ Joseph M. Cohen Joseph M. Cohen EX-99.7 2 13G Cusip No. 675232102 EXHIBIT A RELEVANT SUBSIDIARIES OF PARENT HOLDING COMPANIES Parent Holding Companies: Cowen Incorporated Joseph M. Cohen (an individual who may be deemed to control Cowen Incorporated) Relevant Subsidiary Which is a Broker-Dealer and Investment Advisor: Cowen & Company EX-99.10 3 13G Cusip No. 675232102 EXHIBIT B JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the shares of Common Stock of Oceaneering International Inc., dated February 12, 1998 is and any amendments thereto signed by each of the undersigned shall be, filed on behalf of each of them pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Commission Act of 1934. Dated: February 12, 1998 COWEN & COMPANY By: Cowen Incorporated, General Partner By: /s/ David R. Sarns David R. Sarns, Managing Director COWEN INCORPORATED By: /s/ David R. Sarns David R. Sarns, Managing Director JOSEPH M. COHEN By: /s/ Joseph M. Cohen Joseph M. Cohen -----END PRIVACY-ENHANCED MESSAGE-----