SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 31, 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)
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The consolidated financial statements of Hard Suits Inc. ("HSI"), the
notes thereto, and the HSI interim financial statements appearing on
certain pages following the American Oilfield Divers, Inc. Index to Financial
Statements (the "Index") in the American Oilfield Divers, Inc. (the
"Company") Registration Statement on Form S-2 (File No. 333-18153) (the
"Form S-2") are incorporated herein by reference. The report thereon of
Arthur Andersen & Co. appears on page F-1 hereof.
(b) Pro Forma Financial Information.
The pro forma combined financial statements of the Company reflecting the
acquisition by the Company of HSI appearing on certain pages following the
Index in the Form S-2 are incorporated herein by reference.
(c) Exhibits.
23.1 Consent of Arthur Andersen & Co.
99.1 Consolidated financial statements of Hard Suits Inc. ("HSI"), the
notes thereto, and HSI interim financial statements. Incorporated
by reference from the American Oilfield Divers, Inc. (the "Company")
Registration Statement on Form S-2 (File No. 333-18153) (the "Form
S-2").
99.2 Pro forma combined financial statements of the Company. Incorporated
by reference from the Form S-2.
ARTHUR ANDERSEN & CO.
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AUDITORS' REPORT
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To the Shareholders of
Hard Suits Inc.:
We have audited the consolidated balance sheets of Hard Suits Inc. (a British
Columbia company) as at December 31, 1995 and 1994 and the consolidated
statements of operations, deficit and changes in financial position for the
years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.
In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at December 31,
1995 and 1994 and the results of its operations and the changes in its
financial position for the years then ended in accordance with generally
accepted accounting principles in Canada. As required by the British Columbia
Company Act, we report that, in our opinion, these principles have been
applied on a consistent basis.
/s/ Arthur Andersen & Co.
Vancouver, British Columbia
March 8, 1996.
Comments by Auditors for United States of America Readers
On Canada-United States Reporting Conflict
In the United States of America, reporting standards for auditors require the
addition of an explanatory paragraph when the consolidated financial
statements are affected by significant uncertainties such as described in Note
1 ("Future Operations") to the consolidated financial statements. Our report
to the shareholders dated March 8, 1996 is expressed in accordance with
Canadian reporting standards, which do not permit a reference to such
uncertainties in the auditors' report when the uncertainties are adequately
disclosed in the consolidated financial statements.
/s/ Arthur Andersen & Co.
Vancouver, British Columbia
March 8, 1996.
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.
/s/ Cathy M. Green
By: ___________________________________
Cathy M. Green
Vice President - Finance
and Chief Financial Officer
Dated: December 20, 1996
EXHIBIT INDEX
Sequestially
Numbered
Exhibit No. Description of Exhibits Page
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23.1 Consent of Arthur Andersen & Co.
99.1 Consolidated financial statements of Hard Suits Inc.
("HSI"), the notes thereto, and HSI interim financial
statements. Incorporated by reference from the American
Oilfield Divers, Inc. (the "Company") Registration
Statement on Form S-2 (File No. 333-18153) (the "Form
S-2").
99.2 Pro forma combined financial statements of the Company.
Incorporated by reference from the Form S-2.
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Nos. 33-66702 and 33-83594) of American Oilfield
Divers, Inc. of our report dated March 8, 1996 appearing in this Form
8-K.
/s/ Arthur Andersen & Co.
Vancouver, British Columbia, Canada
December 18, 1996
