SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 16, 1996
Date of Report (Date of earliest event reported)
AMERICAN OILFIELD DIVERS, INC.
(Exact name of Registrant as specified in its charter)
LOUISIANA 0-22032 72-0918249
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
130 East Kaliste Saloom Road
Lafayette, Louisiana 70508
(Address of principal executive offices) (Zip Code)
(318) 234-4590
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
On October 16, 1996, American Oilfield Divers, Inc.
("Registrant") announced the extension to October 30, 1996
of the offer by AOD Acquisition Corp., a wholly-owned
subsidiary of the Registrant ("AOD Acquisition"), to
purchase for cash all of the outstanding common shares of
Hard Suits, Inc. ("Hard Suits"), a Canadian company (the
"Offer").
On October 18, 1996, AOD Acquisition announced that it
had increased its Offer from CDN $1.50 to CDN $1.65 and
offered to Hard Suits a CDN $500,000 line of credit. On
October 22, 1996, AOD Acquisition announced that it had
offered to increase the line of credit to CDN $1,000,000.
Item 7. Financial Statements and Exhibits.
(a) No financial statements are filed with this report.
(b) Exhibits.
99.1 Press release issued by the Registrant on October
16, 1996 announcing that a subsidiary of the
Registrant extended to October 30, 1996 its offer
to purchase for cash all of the outstanding common
shares of Hard Suits.
99.2.Press release issued by the Registrant on October
18, 1996 announcing that a subsidiary of the
Registrant increased its offer to purchase for
cash all of the outstanding common shares of Hard
Suits and offered to Hard Suits a CDN $500,000
line of credit.
99.3 Press release issued by the Registrant on October
22, 1996 announcing that a subsidiary of the
Registrant offered to increase to $1,000,000 its
line of credit to Hard Suits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly
authorized.
By: /s/ Cathy M. Green
________________________
Cathy M. Green
Vice President - Finance
and Chief Financial Officer
Dated: October 28, 1996
NEWS RELEASE
For further information contact:
Greg Rosenstein Cathy Green
Manager of Investor Relations Chief Financial Officer
(318) 234-4590 (318) 234-4590
FOR IMMEDIATE RELEASE
WEDNESDAY, OCTOBER 16, 1996
AMERICAN OILFIELD DIVERS EXTENDS OFFER DEADLINE TO
WEDNESDAY, OCTOBER 30, 1996; DENOUNCES HARD SUITS' LOAN AS A POISON PILL
Lafayette, LA -- AOD Acquisition Corp., a wholly owned subsidiary of
American Oilfield Divers, Inc. (NASDAQ: DIVE), announced today that it
has extended its Offer to acquire all of the issued and outstanding
shares of Hard Suits Inc. at a price of CDN$1.50 per share (US$1.095 per
share) to October 30, 1996.
Subsequent to the offer, Hard Suits announced its intention to enter
into a CDN$2.5 million loan agreement. The loan would carry an average
interest rate of 14%, have a redemption premium which could be as high
as 100%, and includes warrants which, when exercised, represent more
than 27% of the outstanding common shares.
AOD believes the loan is contrary to the best interests of existing
shareholders of Hard Suits. George Yax, President and Chief Executive
Officer of AOD said, "the terms of this loan are outrageous. The loan
only benefits the management and advisors of Hard Suits."
Yax added that AOD believes it is in the best interest of Hard Suits'
shareholders to tender their shares, especially since Hard Suits' own
investment advisory firm C.M. Oliver & Company, Ltd., concluded that the
Offer of CDN$1.50 per share (US$1.095) was adequate from a financial
point of view.
American Oilfield Divers, Inc., is a leading provider of diving
services, subsea products, marine construction and environmental
services to the offshore oil and gas industry, primarily in the U.S.
Gulf of Mexico, U.S. West Coast, internationally and to certain U.S.
inland customers.
# # # #
NEWS RELEASE
For further information contact:
Greg Rosenstein Cathy Green
Manager of Investor Relations Chief Financial Officer
(318) 234-4590 (318) 234-4590
FOR IMMEDIATE RELEASE
FRIDAY, OCTOBER 18, 1996
AMERICAN OILFIELD DIVERS INCREASES BID PRICE TO CDN $1.65,
OFFERS FINANCIAL ASSISTANCE TO HARD SUITS INC.
Lafayette, LA -- AOD Acquisition Corp., a wholly owned subsidiary of
American Oilfield Divers, Inc. (NASDAQ: DIVE), announced today that is
has increased its Offer to purchase all of the common shares of Hard
Suits Inc. from CDN $1.50 to CDN $1.65. As previously announced, the
Offer has been extended to 12:01 a.m. on October 30, 1996.
As previously released, Hard Suits announced on October 10, 1996 its
intention to enter into a CDN $2.5 million loan agreement. The loan
would carry an average interest rate of 14%, have a redemption premium
which could be as high as 100%, and include warrants which, when
exercised, represent more than 27% of the outstanding common shares.
AOD believes such loan transaction is not in the best interests of Hard
Suits' shareholders.
AOD also announced today that it has offered a CDN $500,000 line of
credit to Hard Suits on customary and reasonable commercial terms
(including, among others, interest at 8.5% per annum and secured by Hard
Suits' assets, but excluding any warrants or redemption premiums) in
order that Hard Suits can immediately address its working capital
deficiency during the offer period. This line of credit, which may be
increased by AOD depending on Hard Suits' financial condition, is
conditional upon Rene Theophil Nuytten resigning as a director and
officer of Hard Suits and one AOD nominee being appointed to the Hard
Suits Board of Directors.
American Oilfield Divers, Inc., is a leading provider of diving
services, subsea products, marine construction and environmental
services to the offshore oil and gas industry, primarily in the U.S.
Gulf of Mexico, U.S. West Coast, internationally and to certain U.S.
inland customers.
# # # #
NEWS RELEASE
For further information contact:
Greg Rosenstein Cathy Green
Manager of Investor Relations Chief Financial Officer
(318) 234-4590 (318) 234-4590
FOR IMMEDIATE RELEASE
TUESDAY, OCTOBER 22, 1996
AMERICAN OILFIELD DIVERS SWEETENS
FINANCIAL ASSISTANCE OFFER TO HARD SUITS INC.
Lafayette, LA -- AOD Acquisition Corp., a wholly owned subsidiary of
American Oilfield Divers, Inc. (NASDAQ: DIVE), announced today that, in
response to Hard Suits' determination that AOD's previously reported CDN
$500,000 line of credit offer to Hard Suits was unacceptable, it has
offered to increase its line of credit to Hard Suits from CDN $500,000
to CDN $1,000,000. The CDN $1,000,000 line of credit would be on
customary and reasonable commercial terms (including, among others,
interest at 8.5% per annum and secured by Hard Suits' assets) in order
that Hard Suits may immediately address its working capital deficiency
during the offer period.
This CDN $1,000,000 line of credit is conditional upon a Hard Suits'
due diligence review by AOD, Rene Theophil Nuytten resigning as a
director and officer of Hard Suits and one AOD nominee being appointed
to the Hard Suits Board of Directors. AOD is in a position to fund the
line of credit within three days of Hard Suits' agreement to AOD's
terms.
George Yax, AOD's Chairman, President and CEO stated that "The CDN
$1,000,000 line of credit represents a significant financial commitment
which evidences our intent to act in Hard Suits' shareholders' best
interests."
As previously announced, AOD's offer to purchase all of the common
shares of Hard Suits for CDN $1.65 per share has been extended to 12:01
a.m. on October 30, 1996.
American Oilfield Divers, Inc., is a leading provider of diving
services, subsea products, marine construction and environmental
services to the offshore oil and gas industry, primarily in the U.S.
Gulf of Mexico, U.S. West Coast, internationally and to certain U.S.
inland customers.
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