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
September 25, 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 September 25, 1996, American Oilfield Divers, Inc.
("Registrant") announced the mailing of an offer by AOD
Acquisition Corp., a wholly-owned subsidiary of the Registrant, to
purchase for cash all of the outstanding common shares of Hard
Suits, Inc., a Canadian company.
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 September 25,
1996 announcing that a subsidiary of the Registrant
mailed an offer to purchase for cash all of the
outstanding common shares of Hard Suits Inc.
99.2 Tender Offer Statement on Schedule 14D-1F dated September
25, 1996 filed by AOD Acquisition Corp. with respect to
the Common Shares of Hard Suits Inc., incorporated
herein by reference thereto.
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: September 26, 1996
(BW) (AMERICAN-OILFIELD-DIVERS) (DIVE) American Oilfield
Divers makes announcement
Business Editors
LAFAYETTE, La.--(BUSINESS WIRE)--Sept. 25, 1996--American
Oilfield Divers, Inc. ("AOD") (NASDAQ:DIVE) today announced
the mailing of an offer (the "Offer") by AOD Acquisition
Corp., a wholly-owned subsidiary, to purchase for cash all of
the outstanding Common Shares of Hard Suits Inc. ("Hard
Suits") at a price of $1.50 Canadian per Common Share, for a
total purchase price of approximately Canadian $15 million
(approximately U.S. $10.9 million). Hard Suits manufactures
the NEWTSUIT(R), a one atmosphere diving suit, and other
subsea robotic products. The Offer expires at 12:01 a.m.
(local time) on Oct. 17, 1996, unless extended or withdrawn.
AOD will satisfy the Offer's cash requirements from available
working capital and from funds to be advanced under AOD's bank
line of credit in a principal amount equivalent to $19 million
Canadian.
"It is our intent to continue Hard Suits operations as an
independent business based in Vancouver due to the potential
of its product lines and the synergies which exist with our
existing businesses" said George Yax, President and CEO of
AOD.
"It will also allow the existing shareholders of Hard
Suits to realize a premium to the current market price of the
Common Shares."
The Offer is conditional upon, among other things, there
being validly deposited under the Offer and not withdrawn such
number of Common Shares as is required in order for AOD,
together with its affiliates, to own at least 50.1% of the
voting rights attaching to all of the Common Shares and Class
"A" Performance Shares of Hard Suits outstanding upon
completion of the Offer (calculated on a fully-diluted basis)
and upon the Hard Suits' Board of Directors being
reconstituted to reflect AOD's majority shareholding. The
complete text of the conditions to the Offer is contained in
the takeover bid circular dated Sept. 25, 1996.
AOD is a leading provider of diving services, subsea
products, marine construction and engineering 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 the U.S. inland market. AOD's current
technology allows operations up to 800 feet. The acquisition
of Hard Suits will immediately allow operations to expand to
the 1200 foot level with the capability of deeper water
expansion in the next twelve months. The acquisition of Hard
Suits represents AOD's entree into deep water markets through
advanced technology.
--30--DR/na*
CONTACT: American Oilfield Divers, Inc.
Greg Rosenstein or Cathy Green, 318/234-4590
