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
April 10, 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)
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 April 10, 1997, American Oilfield Divers, Inc.
("Registrant"), announced the Resignation of its Chief
Operating Officer.
On April 22, 1997, the Registrant announced that it has
reached an agreement in principle to acquire the assets of
Contract Diving Services, PTY., Ltd. Such matters are
described in the press release attached hereto 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 American Oilfield
Divers, Inc. on April 10, 1997 announcing the
resignation of its Chief Operating Officer.
99.2 Press release issued by American Oilfield
Divers, Inc. on April 22, 1997 concerning an
agreement in principle to acquire the assets
of Contract Diving Services, PTY, Ltd.
<PAGE>
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: April 22, 1997
<PAGE>
EXHIBIT INDEX
99.1 Press release issued by American Oilfield
Divers, Inc. announcing the resignation of
its Chief Operating Officer.
99.2 Press release issued by American Oilfield
Divers, Inc. on April 22, 1997 concerning an
agreement in principle to acquire the assets
of Contract Diving Services, PTY., Ltd.
Exhibit 99.1
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
THURSDAY, APRIL 10, 1997
AMERICAN OILFIELD DIVERS. INC. ANNOUNCES RESIGNATION OF COO
PRENTISS A. FREEMAN
Lafayette, LA -- American Oilfield Divers, Inc.
(NASDAQ: DIVE) today announced that Chief Operating Officer
Prentiss (Sonny) A. Freeman has resigned his position as an
executive officer and director of the Company. He will
remain with AOD in a consulting capacity for approximately
three months.
Rod Stanley, AOD's President and Chief Executive
Officer stated, "Sonny played an integral part in the
development of AOD, particularly the Company's core Gulf of
Mexico subsea services business. We valued his
contributions over the years in the growth of AOD, and will
miss his dynamic presence. We wish Sonny well in his future
endeavors and look forward to working with him during this
transition period."
Mr. Stanley will assume Mr. Freeman's duties and
responsibilities, and the Company has no immediate plans to
fill the position of Chief Operating Officer. The Company,
however, will consider adding personnel to manage its
expansion into deepwater and international 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.
# # # #
Exhibit 99.2
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, APRIL 22, 1997
AMERICAN OILFIELD DIVERS, INC. REACHES AGREEMENT IN
PRINCIPLE
TO ACQUIRE ASSETS OF CONTRACT DIVING SERVICES, PTY., LTD.
Lafayette, LA -- American Oilfield Divers, Inc. (NASDAQ:
DIVE) announced today that it has reached an agreement in
principle with the owners to acquire for an undisclosed sum
of cash substantially all of the assets of Contract Diving
Services, Pty. Ltd., and its affiliates, a subsea services
provider based in Perth, Western Australia. The transaction
is expected to close prior to the end of the second quarter
of this year.
Founded in 1978, Contract Diving Services is a leading
provider of subsea services throughout Australia and in
parts of Southeast Asia, including offshore and inland
diving; vessels; subsea geotechnical drilling, sampling and
engineering; remotely operated vehicles; and related
ancillary services. Contract Diving Services currently
operates two NEWTSUITs, one-atmosphere diving suits, which
have been gaining wide support from the oil and gas industry
as well as water resources authorities in the Australian
market. Contract Diving Services also provides logistical
and technical support for the the Remora submarine rescue
system, owned by the Australian Submarine Corporation.
NEWTSUITs and the Remora are both manufactured by Hard Suits
Inc., a subsidiary of AOD.
In addition to its core of divers and specialist
engineers, Contract Diving Services is led by a strong and
experienced management team including Colin J. Murphy,
Managing Director and Anthony A. Miller, Director - Sales
and Marketing, both with more than 20 years experience in
the oil and gas industry and civil construction diving
infrastructure projects. Both managers worked previously
with McDermott International, Inc. and Oceaneering
International, Inc. until establishing Contract Diving in
1978 and intend to join AOD after the acquisition together
with Contract Diving's other employees.
Rod Stanley, AOD's President and CEO, stated, "The
acquisition of Contract Diving represents a major leap
forward for AOD in the Asia Pacific region, and confirms our
commitment to maximize the returns on the proceeds of our
secondary offering. With the capabilities of Contract
Diving and the support of AOD's team, we intend to use Perth
as our platform to pursue a multitude of opportunities in
the Asia Pacific region, including opportunities for sales
and installations of pipeline connectors and tie-ins
manufactured by our Big Inch Marine Systems, Inc.
subsidiary, and marginal field production systems
manufactured by our Tarpon Systems, Inc. subsidiary. We
believe demand for oilfield services in this region is
growing and AOD's service and product mix is well suited to
capitalize on the opportunities in this area. Colin and
Anthony are creative, dynamic leaders and are well respected
in this area."
Stanley added, "We expect Contract Diving to be positive
contributors to our bottomline in fiscal 1997 and anticipate
annualized revenue levels of USD$8 to USD$10 million at
approximately 30% gross profit margins."
more . . .
This release contains forward-looking statements regarding
the expected closing of the acquisition and expected
revenues, gross margins and earnings contributions of
Contract Diving Services in fiscal 1997. The acquisition is
subject to approval by the Board of Directors of AOD,
obtaining third-party consents, and finalization of a
definitive agreement containing terms and conditions
customary to transactions of this type. The following
factors, among others, could cause the actual revenues,
gross margins and earnings to vary materially from expected
levels: 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. These and other important factors that might
affect projections are discussed in more detail in AOD's
Form 10-K for the fiscal year ended December 31, 1996 on
file with the United States Securities and Exchange
Commission.
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.
# # # #
