UNITED STATES
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
________________
Date of Report (Date of earliest event reported) May 22, 1997
TIDEWATER INC.
(Exact name of registrant as specified in its charter)
Delaware 1-6311 72-0487776
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
1440 Canal Street, New Orleans, Louisiana 70112
(Address of principal executive offices) (Zip Code)
(504) 568-1010
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
(a) On May 22, 1997, Tidewater Inc. dismissed KPMG Peat
Marwick LLP ("Peat Marwick") as the Company's
independent accountants. The Company has engaged
Ernst & Young LLP ("Ernst & Young") as its new
independent accountants effective immediately. The
decision to change the Company's independent
accountants was recommended by the Company's Audit
Committee and approved by the Company's Board of
Directors.
(b) Peat Marwick's reports on the Company's consolidated
financial statements for the two fiscal years ended
March 31, 1996 and 1997, respectively, did not
contain an adverse opinion or disclaimer of opinion,
nor were such reports qualified or modified as to
uncertainty, audit scope, or accounting principles.
(c) During the Company's two fiscal years ended March 31,
1997 and the subsequent interim period preceding the
decision to change independent accountants, there
were no disagreements with Peat Marwick on any matter
of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure,
which disagreement(s), if not resolved to the
satisfaction of Peat Marwick, would have caused it to
make a reference to the subject matter of the
disagreement(s) in connection with its reports
covering such periods.
(d) During the Company's two fiscal years ended March 31,
1997 and the subsequent interim period preceding the
decision to change independent accountants, there
were no "reportable events" (hereinafter defined)
requiring disclosure pursuant to Section
229.304(a)(1)(v) of Regulation S-K. As used herein,
the term "reportable event" means any of the items
listed in paragraphs (a)(1)(v)(A)-(D) of Section 304
of Regulation S-K.
(e) Effective May 22, 1997, the Company engaged Ernst &
Young as its independent accountants. During the two
fiscal years ended March 31, 1997 and the subsequent
interim period preceding the decision to change
independent accountants, neither the Company nor
anyone on its behalf consulted Ernst & Young
regarding either the application of accounting
principles to a specified transaction, either
completed or proposed, or the type of audit opinion
that might be rendered on the Company's consolidated
financial statements, nor has Ernst & Young provided
to the Company a written report or oral advice
regarding such principles or audit opinion.
(f) The Company has requested that Peat Marwick furnish
it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees
with the above statements. A copy of the letter from
Peat Marwick dated May 29, 1997 is filed as Exhibit
16 to this Form 8-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
16. Letter from KPMG Peat Marwick LLP pursuant to
Item 304(a)(3) of Regulation S-K.
SIGNATURE
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 thereunto duly
authorized.
TIDEWATER INC.
By: /s/ Ken C. Tamblyn
-------------------------
Ken C. Tamblyn
Executive Vice President
and Chief Financial Officer
Date: May 30, 1997
EXHIBIT 16
May 29, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Tidewater Inc.
and, under the date of April 30, 1997, we reported on the
consolidated financial statements of Tidewater Inc. and
subsidiaries as of March 31, 1997 and 1996 and for each of the
years in the three-year period ended March 31, 1997. On May
22, 1997, our appointment as principal accountants was
terminated. We have read Tidewater Inc.'s statements included
under Item 4 of its Form 8-K dated May 22, 1997. We agree with
such statements, except that we are not in a position to agree
or disagree with Tidewater Inc.'s statement that the change was
recommended by the audit committee and approved by the board of
directors and we are not in a position to agree or disagree
with Tidewater Inc.'s statement that Ernst & Young LLP was not
consulted or did not provide a written report or oral advice
regarding the application of accounting principles to a
specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on Tidewater
Inc.'s financial statements.
Very truly yours,
/s/ KPMG Peat Marwick LLP
