-----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, BFMkObGvnikuIxxKdLTNDIYcgrR7kVxK/YD36Q/ChbKjLGmXEawGiJeT7hUWAzMM ZaPvSh/RcvQWEKc6KxUvwA== 0000906280-96-000162.txt : 19961224 0000906280-96-000162.hdr.sgml : 19961224 ACCESSION NUMBER: 0000906280-96-000162 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961031 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961223 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22032 FILM NUMBER: 96684753 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/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 October 31, 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 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The consolidated financial statements of Hard Suits Inc. ("HSI"), the notes thereto, and the HSI interim financial statements appearing on certain pages following the American Oilfield Divers, Inc. Index to Financial Statements (the "Index") in the American Oilfield Divers, Inc. (the "Company") Registration Statement on Form S-2 (File No. 333-18153) (the "Form S-2") are incorporated herein by reference. The report thereon of Arthur Andersen & Co. appears on page F-1 hereof. (b) Pro Forma Financial Information. The pro forma combined financial statements of the Company reflecting the acquisition by the Company of HSI appearing on certain pages following the Index in the Form S-2 are incorporated herein by reference. (c) Exhibits. 23.1 Consent of Arthur Andersen & Co. 99.1 Consolidated financial statements of Hard Suits Inc. ("HSI"), the notes thereto, and HSI interim financial statements. Incorporated by reference from the American Oilfield Divers, Inc. (the "Company") Registration Statement on Form S-2 (File No. 333-18153) (the "Form S-2"). 99.2 Pro forma combined financial statements of the Company. Incorporated by reference from the Form S-2. ARTHUR ANDERSEN & CO. - ------------------------------------------------------------------------------ AUDITORS' REPORT - ------------------------------------------------------------------------------ To the Shareholders of Hard Suits Inc.: We have audited the consolidated balance sheets of Hard Suits Inc. (a British Columbia company) as at December 31, 1995 and 1994 and the consolidated statements of operations, deficit and changes in financial position for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance 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. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 1995 and 1994 and the results of its operations and the changes in its financial position for the years then ended in accordance with generally accepted accounting principles in Canada. As required by the British Columbia Company Act, we report that, in our opinion, these principles have been applied on a consistent basis. /s/ Arthur Andersen & Co. Vancouver, British Columbia March 8, 1996. Comments by Auditors for United States of America Readers On Canada-United States Reporting Conflict In the United States of America, reporting standards for auditors require the addition of an explanatory paragraph when the consolidated financial statements are affected by significant uncertainties such as described in Note 1 ("Future Operations") to the consolidated financial statements. Our report to the shareholders dated March 8, 1996 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such uncertainties in the auditors' report when the uncertainties are adequately disclosed in the consolidated financial statements. /s/ Arthur Andersen & Co. Vancouver, British Columbia March 8, 1996. 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. /s/ Cathy M. Green By: ___________________________________ Cathy M. Green Vice President - Finance and Chief Financial Officer Dated: December 20, 1996 EXHIBIT INDEX Sequestially Numbered Exhibit No. Description of Exhibits Page - ----------- ----------------------- ----------- 23.1 Consent of Arthur Andersen & Co. 99.1 Consolidated financial statements of Hard Suits Inc. ("HSI"), the notes thereto, and HSI interim financial statements. Incorporated by reference from the American Oilfield Divers, Inc. (the "Company") Registration Statement on Form S-2 (File No. 333-18153) (the "Form S-2"). 99.2 Pro forma combined financial statements of the Company. Incorporated by reference from the Form S-2. EX-23 2 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 33-66702 and 33-83594) of American Oilfield Divers, Inc. of our report dated March 8, 1996 appearing in this Form 8-K. /s/ Arthur Andersen & Co. Vancouver, British Columbia, Canada December 18, 1996 -----END PRIVACY-ENHANCED MESSAGE-----