UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 10-K/A
(X) Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
for the fiscal year ended December 31, 1996
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
________________________
Commission File Number: 0-22032
________________________
AMERICAN OILFIELD DIVERS, INC.
(Exact Name of Registrant as Specified in its Charter)
Louisiana 72-0918249
(State or Other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
130 East Kaliste Saloom Road 70508
Lafayette, Louisiana (Zip Code)
(Address of Principal Executive Offices)
318/234-4590
(Registrants telephone number,
including area code)
________________________
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13(b) or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the
past 90 days.
Yes /x/ No / /_
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-K report or any amendment hereto.
Aggregate market value of the voting stock held by non-affiliates
(affiliates being, for these purposes only, directors, executive
officers, and the holders of more than 5% of the registrant's Common
Stock) of the registrant as of December 31, 1996, based upon the
closing sale price of the Common Stock on the Nasdaq National Market:
$97,942,246
Number of shares of Common Stock outstanding at February 28, 1997:
10,463,248
DOCUMENTS INCORPORATED BY REFERENCE
None.
<PAGE>
American Oilfield Divers, Inc. (the "Company") hereby amends its
Annual Report on Form 10-K for the year ended December 31, 1996 (the
"Form 10-K") by filing Exhibit 99.1 (its Annual Report on Form 11-K
pursuant to Section 15(d)) thereto.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(b)
Exhibits
99.1 Annual Report on Form 11-K
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
AMERICAN OILFIELD DIVERS, INC.
/s/ Cathy M. Green
--------------------------
Cathy M. Green
Corporate Controller and
Chief Accounting Officer
Date: June 30, 1997
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.1 Annual Report on Form 11-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 11-K
(X) Annual Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
for the fiscal year ended December 31, 1996
( ) Transition Report Pursuant to Section 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
________________________
Commission File Number: 0-22032
________________________
A. Full title of the plan and address of the plan, if different
from that of the issuer named below:
AMERICAN OILFIELD DIVERS, INC.
401(k) PROFIT SHARING PLAN AND TRUST
B. Name of issuer of the securities held pursuant to the plan
and address of its principal executive office:
AMERICAN OILFIELD DIVERS, INC.
900 TOWN & COUNTRY LANE, SUITE 400
HOUSTON, TEXAS 77024
<PAGE>
AMERICAN OILFIELD DIVERS, INC.
401(k) PROFIT SHARING PLAN AND TRUST
FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
<PAGE>
Report of Independent Accountants
June 6, 1997
To the Participants and Plan Administrator
of the American Oilfield Divers, Inc.
401(k) Profit Sharing Plan and Trust
In our opinion, the accompanying statement of net assets
available for plan benefits and the related statement of
changes in net assets available for plan benefits present
fairly, in all material respects, the net assets available for
plan benefits of the American Oilfield Divers, Inc. 401(k)
Profit Sharing Plan and Trust at December 31, 1996 and 1995 and
the changes in net assets available for Plan benefits for the
years then ended, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the Plan's management; our responsibility is
to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in
accordance with generally accepted auditing standards which
require that we plan and perform the audit to obtain reasonable
assurance about 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, assessing the accounting principles used
and significant estimates made by management, and evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
additional information included in the supplementary schedules
is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is
additional information required by ERISA. The supplementary
schedules have been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in
our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
<PAGE>
AMERICAN OILFIELD DIVERS, INC.
401(k) PROFIT SHARING PLAN AND TRUST
-----------------------------------
STATEMENT OF NET ASSETS
AVAILABLE FOR PLAN BENEFITS
---------------------------
December 31,
1996 1995
---- ----
ASSETS
Investments in group annuity contract in
separate and guaranteed accounts, at
contract value $ 6,470,390 $ 5,260,953
Employer securities fund, at market 351,046 167,331
Other 2,417 2,417
------------ ------------
Total assets 6,823,853 5,430,701
------------ ------------
LIABILITIES
Excess contribution refunds due
to participants 65,537 47,977
------------ ------------
Net assets available for Plan benefits $ 6,758,316 $5,382,724
============ ============
The accompanying notes are an integral part of the financial statements.
<PAGE>
AMERICAN OILFIELD DIVERS, INC.
401(k) PROFIT SHARING PLAN AND TRUST
-----------------------------------
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
---------------------------
December 31,
1996 1995
---- ----
Additions:
Contributions:
Employee $ 1,114,824 $ 890,439
Employer matching 155,472 98,612
Forfeitures 30,784 -
Transfers in 283,229 37,251
----------- -----------
1,584,309 1,026,302
Investment income:
Net appreciation in fair value
of securities 125,557 25,076
Interest and investment income 545,634 561,590
----------- -----------
Total additions 2,255,500 1,612,968
----------- -----------
Deductions attributable to:
Distributions and withdrawals 879,908 511,224
----------- -----------
Net increase 1,375,592 1,101,744
Net assets available for Plan benefits:
Beginning of year 5,382,724 4,280,980
----------- -----------
End of year $ 6,758,316 $ 5,382,724
=========== ===========
The accompanying notes are an integral part of the financial statements.
<PAGE>
AMERICAN OILFIELD DIVERS, INC.
401(k) PROFIT SHARING PLAN AND TRUST
------------------------------------
NOTES TO FINANCIAL STATEMENTS
------------------------------
DECEMBER 31, 1996 AND 1995
--------------------------
NOTE 1 - PLAN DESCRIPTION
--------------------------
The following description of the American Oilfield Divers,
Inc. 401(k) Profit Sharing Plan and Trust (the Plan) provides
only general information. Participants should refer to the
Plan document for a more complete description of the Plan's
provisions.
General
-------
The Plan was established effective January 1, 1989 to provide
eligible employees of American Oilfield Divers, Inc. (the
Company) with the opportunity to contribute to the Plan (and
to defer payment of federal income tax upon) a specified
portion of their compensation, and to have their
contributions, together with the Plan contributions made by
the Company, invested in an unallocated group annuity policy.
Effective September 1, 1994, the Company amended the Plan to
clarify certain provisions and to allow participants to
purchase shares of the Company's common stock through the
Employer Securities Fund. The Plan is a contributory plan in
which all the employees of the Company are eligible to
participate upon attaining age 18 and the completion of one
year of service. The Plan is subject to the provisions of
the Employee Retirement Income Security Act of 1974 (ERISA).
The Plan is administered by an administrator appointed by the
Board of Directors of the Company. All contributions made by
the participants and by the Company are held by Union Central
Life Insurance Company (the Contract Plan Servicer) and are
invested in specified investment accounts in accordance with
instructions from the participants.
The Company pays all expenses associated with the Plan's
administration. The entry dates of the Plan are January 1
and July 1 of each year.
Participant Contributions
-------------------------
A participant contributes to the Plan by electing to defer a
portion of his or her salary which would otherwise be payable
to such employee during any such calendar period. A
participant may contribute up to a maximum of 15% of his or
her salary to the Plan.
Company Contributions
---------------------
The Company's matching contribution to the Plan is equal to
10% of participants' salary deferral contributions directed
to the Group Annuity Contract and 30% for amounts directed to
the Employee Securities Fund, limited to 15% of the
participants' compensation. In addition, each year the Board
of Directors of the Company determines the portion of its
profit, if any, to be contributed to the Plan for allocation
among the participants. In accordance with Internal Revenue
Service Regulations, discretionary contributions made by the
Company are allocated to eligible employees regardless of the
status of participation in salary deferral accounts.
The total amount to be contributed by the Company in any
calendar year may not, after taking into account the amount
of the total before-tax Section 401(k) contributions made by
the participants during such year, exceed the maximum amount
deductible by the Company under Section 404 of the Internal
Revenue Code in such year.
Participant Accounts
--------------------
Each participant's account is credited with the participant's
contribution, the Company's match and an allocation of (a)
additional contributions by the Company, (b) Plan earnings,
and (c) forfeitures of terminated participants' nonvested
accounts. Allocations are based on participant compensation
or account balances, as defined in the Plan.
Vesting
-------
Participants are 100% vested in contributions to their 401(k)
Salary Deferral Accounts and the earnings thereon at all
times. Participants become vested in the Company's employer
contributions and the related earnings of such contributions
after attainment of certain years of service, as follows:
Vested and Nonforfeitable
Full Years Percentage of Employer's
of Service Contribution into the Plan
---------- --------------------------
1 0%
2 0%
3 33%
4 67%
5 100%
In general, a participant will be deemed to have
completed a "year of service" for each twelve-month
period during which the participant completes at
least 1,000 hours of service.
The Plan contains special rules relating to the
consequences of a break in service by a participant.
In the event that less than 100% of a participant's
Employer Contribution Account is vested at the time
of termination of employment, a participant, subject
to the break in service provisions of the Plan, will
forfeit the unvested portion of such account and the
amount so forfeited will be reallocated to the
remaining participants during the plan year, at the
same rates as the ratio of their compensation to the
total compensation of all participants for such plan
year.
Investment Options
------------------
A brief description of the Plan's investment options
follows. For a detailed description of the
investment options and respective risk profiles refer
to the Plan document.
Group Annuity Contract
----------------------
The Group Annuity Contract consists of the Guaranteed Deposit
Account and various investment options maintained in the
Separate Accounts detailed as follows:
Guaranteed Deposit Account
--------------------------
The Guaranteed Deposit Account is intended to provide a
guaranteed return with no risk of principal or interest
through investment in guaranteed investment contracts.
Separate Accounts:
------------------
Variable Short Term Fund - The Variable Short Term Fund
seeks maximum current income with preservation of capital
and maintenance of liquidity.
Equity Fund - The Equity Fund is intended to achieve long-
term appreciation of capital by investing in common stocks
and other equity securities which are undervalued.
Fixed Income Fund - The Fixed Income Bond Fund seeks high
level of income, without undue risk to principal, by
investing in government, mortgage-backed and corporate
securities.
Capital Fund - The Capital Fund allocates its assets among
stocks, bonds and money markets instruments. The asset
allocation is repositioned periodically based on market
conditions.
American Century Select Fund - The American Century Select
Fund seeks appreciation of capital by investing in stocks
that pay dividends and have growth potential. During 1996,
the fund changed its name from the Twentieth Century Select
Fund to the American Century Select Fund.
American Century Ultra Fund - The American Century Ultra
Fund invests its capital in companies expected to have
accelerated earnings and revenues. During 1996, the fund
changed its name from the Twentieth Century Ultra Fund to
the American Century Ultra Fund.
Employer Securities Fund
------------------------
The Employer Securities Fund invests its capital in stock of
the Company. The stock is purchased on the open market at
the current trading price.
Distributions and Withdrawals
- - ------------------------------
Upon retirement, death or a termination of employment,
distributions are made to the participant or beneficiary.
Immediate distribution of a participant's vested benefit is
permitted if the value of the participant's vested Individual
Participant Account derived from employer and participant
contributions (other than accumulated deductible participant
contributions) is greater than $3,500, and it is required if
this value is less than $3,500. No provision for pre-
termination distribution is made.
In general, distribution of all amounts in the accounts of a
participant will be made in regular monthly life income
installments not to exceed 10 years.
Amendments and Termination of the Plan
- - --------------------------------------
The Company reserves the right to amend or terminate the Plan.
In the event the Plan terminates, the net assets of the Plan
will be allocated, as prescribed by ERISA and regulations
issued pursuant thereto, to the participants.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
- - ----------------------------------------
Basis of Accounting
- - -------------------
The financial statements of the Plan are prepared on the
accrual basis of accounting. Income from investments is
recorded as earned.
Use of Estimates
- - ----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Investments
- - -----------
Investments in the group annuity contract are stated at
contract value, as reported by Union Central Life Insurance
Company. The Company's stock is valued at its quoted market
price.
Reclassifications
- - -----------------
Certain amounts in the 1995 statement of changes in net assets
available for plan benefits and the notes to the financial
statements have been reclassified to conform to the 1996
presentation.
NOTE 3 - INVESTMENT IN GROUP ANNUITY CONTRACT
- - ---------------------------------------------
December 31,
1996 1995
----- ----
Guaranteed Deposit Account $ 3,427,547* $ 3,384,103*
Variable Short Term Fund
(EIN 31-0472910-PSA5) 156,806 48,084
Equity Fund
(EIN 31-0472910-PSA4) 777,801* 486,083*
Fixed Income Fund
(EIN 31-0472910-PSA6) 107,489 60,545
Capital Fund
(EIN 31-0472910-PSA7) 196,664 141,426
American Century Select Fund
(EIN 31-0472910-PSA8) 352,562* 180,374
American Century Ultra Fund
(EIN 31-0472910-PSA9) 1,451,521* 960,338*
--------- --------
Total group annuity contract $ 6,470,390 $ 5,260,953
========= ==========
*Represents an asset that is five percent or more of the net
assets available for Plan benefits.
Units assigned to participants are as follows:
<TABLE>
<CAPTION>
1996
------------------------------------------------------------ December 31,
March 31, June 30, September 30, December 31, 1995
----------- ----------- -------------- --------------- --------------
Market Market Market Market Market
Number Value Number Value Number Value Number Value Number Value
of per of per of per of per of per
Units Unit Units Unit Units Unit Units Unit Units Unit
----- ----- ------- ------ ------- ------ ------- ------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Guaranteed Deposit
Account - - - - - - - - - -
Variable Short-Term
Fund 28,990 $1.70 31,788 $1.72 36,254 $1.74 89,603 $1.75 287,623 $1.69
Equity Fund 124,468 4.19 130,160 4.39 141,342 4.43 160,371 4.85 15,367 3.94
Fixed Income Fund 26,159 2.76 26,754 2.79 37,705 2.86 36,686 2.93 17,359 2.77
Capital Fund 72,266 2.21 71,525 2.26 77,229 2.30 80,932 2.43 66,087 2.14
American Century
Select Fund 133,431 1.44 146,381 1.48 184,735 1.54 216,296 1.63 130,706 1.36
American Century
Ultra Fund
496,204 2.06 531,681 2.19 597,784 2.26 636,632 2.28 473,073 2.03
</TABLE>
<PAGE>
NOTE 4 - FUND INFORMATION
- - -------------------------
A summary of the activity in each investment account for the years ended
December 31, 1996 and 1995 follows:
<TABLE>
<CAPTION>
Group Annuity Contract
---------------------------------------------------------------------
Separate Accounts
---------------------------------------------------
Variable American American
Guaranteed Short Fixed Century Century Employer
Deposit Term Equity Income Capital Select Ultra Securities Plan
Account Fund Fund Fund Fund Fund Fund Fund Total
--------- -------- ------- ------- ------- --------- --------- ---------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net assets available
for Plan benefits at
January 1, 1995 $3,203,971 $18,114 $280,074 $36,290 $76,556 $112,751 $528,183 $25,041 $4,280,980
Contributions:
Employee 376,391 22,814 120,635 25,052 39,897 47,877 197,212 60,561 890,439
Employer 42,268 2,296 12,115 2,537 4,022 4,793 19,752 10,829 98,612
Transfers in 3,023 3,698 4,126 7,958 7,958 7,349 3,139 - 37,251
Investment income:
Net appreciation in
fair value of securities - - - - - - - 25,076 25,076
Interest and investment
income 208,743 1,351 83,852 6,076 12,226 24,921 224,421 - 561,590
Deductions attributable to:
Distributions and
withdrawals (407,900) (1,379) (49,555) (8,204) (7,298) (6,412) (30,476) - (511,224)
Transfers between
funds (87,953) 1,190 34,836 (9,164) 8,065 (10,905) 18,107 45,824 -
--------- -------- -------- ------- --------- -------- --------- -------- ---------
Net assets available
for Plan benefits at
December 31, 1995 3,338,543 48,084 486,083 60,545 141,426 180,374 960,338 167,331 5,382,724
Contributions:
Employee 262,014 34,895 152,347 43,600 47,798 82,784 306,808 184,578 1,114,824
Employer 32,553 3,380 15,254 4,380 4,780 8,279 30,792 56,054 155,472
Forfeitures 12,587 4,436 4,483 534 785 1,491 6,468 - 30,784
Transfers in 17,766 96,070 92,125 6,160 9,183 25,205 31,521 5,199 283,229
Investment income:
Net appreciation in fair
value of securities - - - - - - - 125,557 125,557
Interest and investment
income 214,169 2,532 124,281 5,712 21,759 40,439 136,742 - 545,634
Deductions attributable to:
Distributions and
withdrawals (394,353) (15,910)(132,802) (7,429) (32,813) (21,087) (71,171)(204,343) (879,908)
Transfers between
funds (118,852) (16,681) 36,030 (6,013) 3,746 35,077 50,023 16,670 -
---------- -------- -------- -------- -------- -------- ---------- --------- ---------
Net assets available
for Plan benefits at
December 31, 1996 $3,364,427 $156,806 $777,801 $107,489 $196,664 $352,562 $1,451,521 $351,046 $6,758,316
========== ======== ======== ======== ======== ======== ========== ======== ==========
</TABLE>
NOTE 5 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
The following is a reconciliation of net assets available for benefits per
the financial statements to the Form 5500:
1996 1995
----- ------
Net assets available for benefits per the
financial statements $6,758,316 $5,382,724
Amounts allocated to withdrawing participants - (58,940)
----------- ------------
Net assets available for benefits per
the Form 5500 $6,758,316 $5,323,784
=========== ============
The following is a reconciliation of distributions and
withdrawals to participants per the financial statements to the Form 5500:
Year Ended
December 31,
1996
----
Distributions and withdrawals to participants per
the financial statements $879,908
Add: Amounts allocated to withdrawing
participants at December 31, 1996 -
Less: Amounts allocated to withdrawing
participants at December 31, 1995 (58,940)
---------
Distributions and withdrawals to participants
per the Form 5500 $820,968
=========
NOTE 6 - FEDERAL INCOME TAX STATUS
The Plan has received a favorable determination letter from the
Internal Revenue Service. A favorable determination allows American
Oilfield Divers, Inc. to take a business expense deduction for
contributions paid to the Contract Plan Servicer and for participants
not to be taxed on benefits until received by them. In addition, since
the Plan is treated as an exempt organization, its income is not subject
to federal or state income taxes.
<PAGE>
AMERICAN OILFIELD DIVERS, INC.
401(K) PROFIT SHARING PLAN AND TRUST
SUPPLEMENTAL SCHEDULES
DECEMBER 31, 1996
AMERICAN OILFIELD DIVERS, INC.
401(K) PROFIT SHARING PLAN AND TRUST
INDEX TO SUPPLEMENTAL SCHEDULES
REQUIRED UNDER THE DEPARTMENT OF LABOR
RULES AND REGULATIONS FOR REPORTING AND
DISCLOSURE UNDER THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974
Schedule I - Assets Held for Investment
Schedule II - Reportable Transactions
SCHEDULE I
AMERICAN OILFIELD DIVERS, INC.
401(K) PROFIT SHARING PLAN AND TRUST
ASSETS HELD FOR INVESTMENT
DECEMBER 31, 1996
Market
Issuer Shares Value Cost
------ ------ ------ ----
Union Central Group Annuity
Contract in separate and guaranteed
accounts - $6,470,390 *
Employer Securities Fund 30,393.56 351,046 $296,568
---------- ----------
$6,821,436 $ 296,568
========== ==========
*Information not available from the Trustee.
<PAGE>
SCHEDULE II
AMERICAN OILFIELD DIVERS, INC.
401(K) PROFIT SHARING PLAN AND TRUST
REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1996
During the year ended December 31, 1996, the Plan had the
following transactions which were greater than 5% of the Plan assets:
<TABLE>
<CAPTION>
SERIES OF TRANSACTIONS
-----------------------
PURCHASES
- - --------- Market Value
Number of Purchase Cost of of Asset on
Transactions Description of Asset Price Asset Transaction Date
- - ------------- -------------------- --------- --------- -------------------
<S> <C> <C> <C> <C>
* Group Annuity Contract $1,401,596 $1,401,596 $1,401,596
13 Employer Securities Fund 262,501 262,501 262,501
SALES
- - ------
Number of Selling Cost of
Transactions Description of Asset Price Asset Net Gain
- - ------------- -------------------- -------- ------- -----------
* Group Annuity Contract $703,715 * *
*Information not available from the Trustee.
</TABLE>
<PAGE>
