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 8, 1997
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 (Commission File (I.R.S. Employer
jurisdiction Number) Identification
of incorporation) Number)
900 Town & County Lane, Suite 400
Houston, Texas 77024
(Address of principal executive offices) (Zip Code)
(713) 430-1100
(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 8, 1997, American Oilfield Divers,
Inc. ("Registrant") issued the press release filed
herewith as Exhibit 99.1.
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 8, 1997.
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 and
Chief Financial Officer
Dated: September 10, 1997
EXHIBIT INDEX
Exhibit
99.1 Press release issued by the Registrant on September 8, 1997.
EXHIBIT 99.1
NEWS RELEASE
For further information contact:
Greg Rosenstein Cathy Green
Manager of Investor Relations Chief Financial Officer
(713) 430-1100 (713) 430-1100
FOR IMMEDIATE RELEASE
MONDAY, SEPTEMBER 8, 1997
AMERICAN OILFIELD DIVERS, INC. ANNOUNCES PRELIMINARY OUTLOOK
FOR THIRD QUARTER 1997
Houston, TX -- American Oilfield Divers, Inc. (NASDAQ: DIVE)
announced today that it is not likely to meet analysts'
expectations for its third quarter, which ends September 30,
1997.
"While activity levels are strong in our core Gulf of Mexico
diving and vessel market, we experienced some one-time, non-
recurring events during the third quarter which will reduce our
earnings potential during the period," said Rod Stanley, AOD's
President and Chief Executive Officer. "These are as follows:
(1) Closure of our Kansas inland diving office and other
business consolidation costs resulting in one-time write offs
and reserves of approximately $550,000. These decisions have
been taken to reduce the Company's SG&A and better focus the
Company's resources.
(2) Write off of certain intangible assets totaling
approximately $2,000,000 which will better reflect our
anticipated net realizable value of these assets.
(3) Reduced performance in certain business areas attributable
to one-time non-recurring events resulting in a reduction of net
income of approximately $1,400,000. These events include:
- two of the Company's largest vessels were out of service
due to installation of new equipment and repair for a longer
period than anticipated. Both vessels are now offshore working
at favorable rates;
- timing of delivery of the Company's pipeline connectors
in spite of a strong backlog and strong year-to-date results in
that area;
- deductive change order on the Company's Inland group's
Brownsville project resulting in lower than anticipated gross
margins for the third quarter.
"Although our long-term strategy is to expand into deepwater
and international markets through the introduction of larger
dynamically positioned vessels such as the American Defender,
and remote intervention technologies such as work-class remotely
operated vehicles and atmospheric diving systems, we must focus
in the short term on strengthening our core business by
upgrading our asset base and analyzing those non-core assets and
businesses that do not create value," Stanley said. "As such, I
believe these one-time events will better position AOD to
achieve its long-term strategic objectives and become more
focused and competitive in those markets that leverage our core
business. We remain very positive on both our core business
operations and our long-term strategic objectives."
Statements in this press release that are not statements of
historical fact are forward-looking statements involving risks
and assumptions that could cause actual results to vary
materially from those predicted, including, among other things,
prices of crude oil and natural gas, weather conditions in
offshore markets, capital expenditures by customers and the
Company's ability to procure large turnkey projects and to
penetrate deepwater markets.
American Oilfield Divers, Inc., is a leading provider of
subsea services and related products, including diving, 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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