-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FtoHomK7TzEYpmGVZx55OnNqTmRr3VwjYvuS9gXgBpNBeQgw6gn85Z4Q4ov/8pLY q9RDd0L4Nmcu9ptf0w9AfA== 0000906280-96-000126.txt : 19961113 0000906280-96-000126.hdr.sgml : 19961113 ACCESSION NUMBER: 0000906280-96-000126 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19961016 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961112 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN OILFIELD DIVERS INC CENTRAL INDEX KEY: 0000906520 STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389] IRS NUMBER: 720918249 STATE OF INCORPORATION: LA FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22032 FILM NUMBER: 96658520 BUSINESS ADDRESS: STREET 1: 130 E KALISTE SALOOM RD CITY: LAFAYETTE STATE: LA ZIP: 70508 BUSINESS PHONE: 3182344590 MAIL ADDRESS: STREET 1: 130 E KALISTE SALOOM ROAD CITY: LAFAYETTE STATE: LA ZIP: 70508 8-K 1 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 October 16, 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) Item 5. Other Events. On October 16, 1996, American Oilfield Divers, Inc. ("Registrant") announced the extension to October 30, 1996 of the offer by AOD Acquisition Corp., a wholly-owned subsidiary of the Registrant ("AOD Acquisition"), to purchase for cash all of the outstanding common shares of Hard Suits, Inc. ("Hard Suits"), a Canadian company (the "Offer"). On October 18, 1996, AOD Acquisition announced that it had increased its Offer from CDN $1.50 to CDN $1.65 and offered to Hard Suits a CDN $500,000 line of credit. On October 22, 1996, AOD Acquisition announced that it had offered to increase the line of credit to CDN $1,000,000. 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 October 16, 1996 announcing that a subsidiary of the Registrant extended to October 30, 1996 its offer to purchase for cash all of the outstanding common shares of Hard Suits. 99.2.Press release issued by the Registrant on October 18, 1996 announcing that a subsidiary of the Registrant increased its offer to purchase for cash all of the outstanding common shares of Hard Suits and offered to Hard Suits a CDN $500,000 line of credit. 99.3 Press release issued by the Registrant on October 22, 1996 announcing that a subsidiary of the Registrant offered to increase to $1,000,000 its line of credit to Hard Suits. 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: October 28, 1996 EX-99 2 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 WEDNESDAY, OCTOBER 16, 1996 AMERICAN OILFIELD DIVERS EXTENDS OFFER DEADLINE TO WEDNESDAY, OCTOBER 30, 1996; DENOUNCES HARD SUITS' LOAN AS A POISON PILL Lafayette, LA -- AOD Acquisition Corp., a wholly owned subsidiary of American Oilfield Divers, Inc. (NASDAQ: DIVE), announced today that it has extended its Offer to acquire all of the issued and outstanding shares of Hard Suits Inc. at a price of CDN$1.50 per share (US$1.095 per share) to October 30, 1996. Subsequent to the offer, Hard Suits announced its intention to enter into a CDN$2.5 million loan agreement. The loan would carry an average interest rate of 14%, have a redemption premium which could be as high as 100%, and includes warrants which, when exercised, represent more than 27% of the outstanding common shares. AOD believes the loan is contrary to the best interests of existing shareholders of Hard Suits. George Yax, President and Chief Executive Officer of AOD said, "the terms of this loan are outrageous. The loan only benefits the management and advisors of Hard Suits." Yax added that AOD believes it is in the best interest of Hard Suits' shareholders to tender their shares, especially since Hard Suits' own investment advisory firm C.M. Oliver & Company, Ltd., concluded that the Offer of CDN$1.50 per share (US$1.095) was adequate from a financial point of view. American Oilfield Divers, Inc., is a leading provider of diving services, subsea products, 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. # # # # EX-99 3 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 FRIDAY, OCTOBER 18, 1996 AMERICAN OILFIELD DIVERS INCREASES BID PRICE TO CDN $1.65, OFFERS FINANCIAL ASSISTANCE TO HARD SUITS INC. Lafayette, LA -- AOD Acquisition Corp., a wholly owned subsidiary of American Oilfield Divers, Inc. (NASDAQ: DIVE), announced today that is has increased its Offer to purchase all of the common shares of Hard Suits Inc. from CDN $1.50 to CDN $1.65. As previously announced, the Offer has been extended to 12:01 a.m. on October 30, 1996. As previously released, Hard Suits announced on October 10, 1996 its intention to enter into a CDN $2.5 million loan agreement. The loan would carry an average interest rate of 14%, have a redemption premium which could be as high as 100%, and include warrants which, when exercised, represent more than 27% of the outstanding common shares. AOD believes such loan transaction is not in the best interests of Hard Suits' shareholders. AOD also announced today that it has offered a CDN $500,000 line of credit to Hard Suits on customary and reasonable commercial terms (including, among others, interest at 8.5% per annum and secured by Hard Suits' assets, but excluding any warrants or redemption premiums) in order that Hard Suits can immediately address its working capital deficiency during the offer period. This line of credit, which may be increased by AOD depending on Hard Suits' financial condition, is conditional upon Rene Theophil Nuytten resigning as a director and officer of Hard Suits and one AOD nominee being appointed to the Hard Suits Board of Directors. American Oilfield Divers, Inc., is a leading provider of diving services, subsea products, 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. # # # # EX-99 4 EXHIBIT 99.3 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, OCTOBER 22, 1996 AMERICAN OILFIELD DIVERS SWEETENS FINANCIAL ASSISTANCE OFFER TO HARD SUITS INC. Lafayette, LA -- AOD Acquisition Corp., a wholly owned subsidiary of American Oilfield Divers, Inc. (NASDAQ: DIVE), announced today that, in response to Hard Suits' determination that AOD's previously reported CDN $500,000 line of credit offer to Hard Suits was unacceptable, it has offered to increase its line of credit to Hard Suits from CDN $500,000 to CDN $1,000,000. The CDN $1,000,000 line of credit would be on customary and reasonable commercial terms (including, among others, interest at 8.5% per annum and secured by Hard Suits' assets) in order that Hard Suits may immediately address its working capital deficiency during the offer period. This CDN $1,000,000 line of credit is conditional upon a Hard Suits' due diligence review by AOD, Rene Theophil Nuytten resigning as a director and officer of Hard Suits and one AOD nominee being appointed to the Hard Suits Board of Directors. AOD is in a position to fund the line of credit within three days of Hard Suits' agreement to AOD's terms. George Yax, AOD's Chairman, President and CEO stated that "The CDN $1,000,000 line of credit represents a significant financial commitment which evidences our intent to act in Hard Suits' shareholders' best interests." As previously announced, AOD's offer to purchase all of the common shares of Hard Suits for CDN $1.65 per share has been extended to 12:01 a.m. on October 30, 1996. American Oilfield Divers, Inc., is a leading provider of diving services, subsea products, 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. # # # # -----END PRIVACY-ENHANCED MESSAGE-----