-----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, OpjwN5lpgtLZuqr57Ih6p1EG3cv3i7xrfXW1EyGjvRJY7kvDx1yJilpoMqjQHtAW By1WWJGIItoCAL59qdeDmA== 0000906520-97-000006.txt : 19970718 0000906520-97-000006.hdr.sgml : 19970718 ACCESSION NUMBER: 0000906520-97-000006 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970630 DATE AS OF CHANGE: 19970717 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN OILFIELD DIVERS INC CENTRAL INDEX KEY: 0000906520 STANDARD INDUSTRIAL CLASSIFICATION: 1389 IRS NUMBER: 720918249 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22032 FILM NUMBER: 97633613 BUSINESS ADDRESS: STREET 1: 900 TOWN & COUNTRY LANE SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7134613400 MAIL ADDRESS: STREET 1: 900 TOWN & COUNTRY LANE SUITE 400 CITY: HOUSTON STATE: TX ZIP: 77024 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM 10-K/A (X) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1996 ( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ ________________________ Commission File Number: 0-22032 ________________________ AMERICAN OILFIELD DIVERS, INC. (Exact Name of Registrant as Specified in its Charter) Louisiana 72-0918249 (State or Other Jurisdiction of (I.R.S. Employer Identification Number) Incorporation or Organization) 130 East Kaliste Saloom Road 70508 Lafayette, Louisiana (Zip Code) (Address of Principal Executive Offices) 318/234-4590 (Registrants telephone number, including area code) ________________________ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13(b) or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / /_ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K report or any amendment hereto. Aggregate market value of the voting stock held by non-affiliates (affiliates being, for these purposes only, directors, executive officers, and the holders of more than 5% of the registrant's Common Stock) of the registrant as of December 31, 1996, based upon the closing sale price of the Common Stock on the Nasdaq National Market: $97,942,246 Number of shares of Common Stock outstanding at February 28, 1997: 10,463,248 DOCUMENTS INCORPORATED BY REFERENCE None. American Oilfield Divers, Inc. (the "Company") hereby amends its Annual Report on Form 10-K for the year ended December 31, 1996 (the "Form 10-K") by filing Exhibit 99.1 (its Annual Report on Form 11-K pursuant to Section 15(d)) thereto. PART IV Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (b) Exhibits 99.1 Annual Report on Form 11-K Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. AMERICAN OILFIELD DIVERS, INC. /s/ Cathy M. Green -------------------------- Cathy M. Green Corporate Controller and Chief Accounting Officer Date: June 30, 1997 EXHIBIT INDEX Exhibit No. Description 99.1 Annual Report on Form 11-K EX-99 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM 11-K (X) Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 31, 1996 ( ) Transition Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the transition period from __________ to __________ ________________________ Commission File Number: 0-22032 ________________________ A. Full title of the plan and address of the plan, if different from that of the issuer named below: AMERICAN OILFIELD DIVERS, INC. 401(k) PROFIT SHARING PLAN AND TRUST B. Name of issuer of the securities held pursuant to the plan and address of its principal executive office: AMERICAN OILFIELD DIVERS, INC. 900 TOWN & COUNTRY LANE, SUITE 400 HOUSTON, TEXAS 77024 AMERICAN OILFIELD DIVERS, INC. 401(k) PROFIT SHARING PLAN AND TRUST FINANCIAL STATEMENTS DECEMBER 31, 1996 AND 1995 Report of Independent Accountants June 6, 1997 To the Participants and Plan Administrator of the American Oilfield Divers, Inc. 401(k) Profit Sharing Plan and Trust In our opinion, the accompanying statement of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the net assets available for plan benefits of the American Oilfield Divers, Inc. 401(k) Profit Sharing Plan and Trust at December 31, 1996 and 1995 and the changes in net assets available for Plan benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in the supplementary schedules is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The supplementary schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. AMERICAN OILFIELD DIVERS, INC. 401(k) PROFIT SHARING PLAN AND TRUST ----------------------------------- STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS --------------------------- December 31, 1996 1995 ---- ---- ASSETS Investments in group annuity contract in separate and guaranteed accounts, at contract value $ 6,470,390 $ 5,260,953 Employer securities fund, at market 351,046 167,331 Other 2,417 2,417 ------------ ------------ Total assets 6,823,853 5,430,701 ------------ ------------ LIABILITIES Excess contribution refunds due to participants 65,537 47,977 ------------ ------------ Net assets available for Plan benefits $ 6,758,316 $5,382,724 ============ ============ The accompanying notes are an integral part of the financial statements. AMERICAN OILFIELD DIVERS, INC. 401(k) PROFIT SHARING PLAN AND TRUST ----------------------------------- STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS --------------------------- December 31, 1996 1995 ---- ---- Additions: Contributions: Employee $ 1,114,824 $ 890,439 Employer matching 155,472 98,612 Forfeitures 30,784 - Transfers in 283,229 37,251 ----------- ----------- 1,584,309 1,026,302 Investment income: Net appreciation in fair value of securities 125,557 25,076 Interest and investment income 545,634 561,590 ----------- ----------- Total additions 2,255,500 1,612,968 ----------- ----------- Deductions attributable to: Distributions and withdrawals 879,908 511,224 ----------- ----------- Net increase 1,375,592 1,101,744 Net assets available for Plan benefits: Beginning of year 5,382,724 4,280,980 ----------- ----------- End of year $ 6,758,316 $ 5,382,724 =========== =========== The accompanying notes are an integral part of the financial statements. AMERICAN OILFIELD DIVERS, INC. 401(k) PROFIT SHARING PLAN AND TRUST ------------------------------------ NOTES TO FINANCIAL STATEMENTS ------------------------------ DECEMBER 31, 1996 AND 1995 -------------------------- NOTE 1 - PLAN DESCRIPTION -------------------------- The following description of the American Oilfield Divers, Inc. 401(k) Profit Sharing Plan and Trust (the Plan) provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General ------- The Plan was established effective January 1, 1989 to provide eligible employees of American Oilfield Divers, Inc. (the Company) with the opportunity to contribute to the Plan (and to defer payment of federal income tax upon) a specified portion of their compensation, and to have their contributions, together with the Plan contributions made by the Company, invested in an unallocated group annuity policy. Effective September 1, 1994, the Company amended the Plan to clarify certain provisions and to allow participants to purchase shares of the Company's common stock through the Employer Securities Fund. The Plan is a contributory plan in which all the employees of the Company are eligible to participate upon attaining age 18 and the completion of one year of service. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is administered by an administrator appointed by the Board of Directors of the Company. All contributions made by the participants and by the Company are held by Union Central Life Insurance Company (the Contract Plan Servicer) and are invested in specified investment accounts in accordance with instructions from the participants. The Company pays all expenses associated with the Plan's administration. The entry dates of the Plan are January 1 and July 1 of each year. Participant Contributions ------------------------- A participant contributes to the Plan by electing to defer a portion of his or her salary which would otherwise be payable to such employee during any such calendar period. A participant may contribute up to a maximum of 15% of his or her salary to the Plan. Company Contributions --------------------- The Company's matching contribution to the Plan is equal to 10% of participants' salary deferral contributions directed to the Group Annuity Contract and 30% for amounts directed to the Employee Securities Fund, limited to 15% of the participants' compensation. In addition, each year the Board of Directors of the Company determines the portion of its profit, if any, to be contributed to the Plan for allocation among the participants. In accordance with Internal Revenue Service Regulations, discretionary contributions made by the Company are allocated to eligible employees regardless of the status of participation in salary deferral accounts. The total amount to be contributed by the Company in any calendar year may not, after taking into account the amount of the total before-tax Section 401(k) contributions made by the participants during such year, exceed the maximum amount deductible by the Company under Section 404 of the Internal Revenue Code in such year. Participant Accounts -------------------- Each participant's account is credited with the participant's contribution, the Company's match and an allocation of (a) additional contributions by the Company, (b) Plan earnings, and (c) forfeitures of terminated participants' nonvested accounts. Allocations are based on participant compensation or account balances, as defined in the Plan. Vesting ------- Participants are 100% vested in contributions to their 401(k) Salary Deferral Accounts and the earnings thereon at all times. Participants become vested in the Company's employer contributions and the related earnings of such contributions after attainment of certain years of service, as follows: Vested and Nonforfeitable Full Years Percentage of Employer's of Service Contribution into the Plan ---------- -------------------------- 1 0% 2 0% 3 33% 4 67% 5 100% In general, a participant will be deemed to have completed a "year of service" for each twelve-month period during which the participant completes at least 1,000 hours of service. The Plan contains special rules relating to the consequences of a break in service by a participant. In the event that less than 100% of a participant's Employer Contribution Account is vested at the time of termination of employment, a participant, subject to the break in service provisions of the Plan, will forfeit the unvested portion of such account and the amount so forfeited will be reallocated to the remaining participants during the plan year, at the same rates as the ratio of their compensation to the total compensation of all participants for such plan year. Investment Options ------------------ A brief description of the Plan's investment options follows. For a detailed description of the investment options and respective risk profiles refer to the Plan document. Group Annuity Contract ---------------------- The Group Annuity Contract consists of the Guaranteed Deposit Account and various investment options maintained in the Separate Accounts detailed as follows: Guaranteed Deposit Account -------------------------- The Guaranteed Deposit Account is intended to provide a guaranteed return with no risk of principal or interest through investment in guaranteed investment contracts. Separate Accounts: ------------------ Variable Short Term Fund - The Variable Short Term Fund seeks maximum current income with preservation of capital and maintenance of liquidity. Equity Fund - The Equity Fund is intended to achieve long- term appreciation of capital by investing in common stocks and other equity securities which are undervalued. Fixed Income Fund - The Fixed Income Bond Fund seeks high level of income, without undue risk to principal, by investing in government, mortgage-backed and corporate securities. Capital Fund - The Capital Fund allocates its assets among stocks, bonds and money markets instruments. The asset allocation is repositioned periodically based on market conditions. American Century Select Fund - The American Century Select Fund seeks appreciation of capital by investing in stocks that pay dividends and have growth potential. During 1996, the fund changed its name from the Twentieth Century Select Fund to the American Century Select Fund. American Century Ultra Fund - The American Century Ultra Fund invests its capital in companies expected to have accelerated earnings and revenues. During 1996, the fund changed its name from the Twentieth Century Ultra Fund to the American Century Ultra Fund. Employer Securities Fund ------------------------ The Employer Securities Fund invests its capital in stock of the Company. The stock is purchased on the open market at the current trading price. Distributions and Withdrawals - - ------------------------------ Upon retirement, death or a termination of employment, distributions are made to the participant or beneficiary. Immediate distribution of a participant's vested benefit is permitted if the value of the participant's vested Individual Participant Account derived from employer and participant contributions (other than accumulated deductible participant contributions) is greater than $3,500, and it is required if this value is less than $3,500. No provision for pre- termination distribution is made. In general, distribution of all amounts in the accounts of a participant will be made in regular monthly life income installments not to exceed 10 years. Amendments and Termination of the Plan - - -------------------------------------- The Company reserves the right to amend or terminate the Plan. In the event the Plan terminates, the net assets of the Plan will be allocated, as prescribed by ERISA and regulations issued pursuant thereto, to the participants. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES - - ---------------------------------------- Basis of Accounting - - ------------------- The financial statements of the Plan are prepared on the accrual basis of accounting. Income from investments is recorded as earned. Use of Estimates - - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Investments - - ----------- Investments in the group annuity contract are stated at contract value, as reported by Union Central Life Insurance Company. The Company's stock is valued at its quoted market price. Reclassifications - - ----------------- Certain amounts in the 1995 statement of changes in net assets available for plan benefits and the notes to the financial statements have been reclassified to conform to the 1996 presentation. NOTE 3 - INVESTMENT IN GROUP ANNUITY CONTRACT - - --------------------------------------------- December 31, 1996 1995 ----- ---- Guaranteed Deposit Account $ 3,427,547* $ 3,384,103* Variable Short Term Fund (EIN 31-0472910-PSA5) 156,806 48,084 Equity Fund (EIN 31-0472910-PSA4) 777,801* 486,083* Fixed Income Fund (EIN 31-0472910-PSA6) 107,489 60,545 Capital Fund (EIN 31-0472910-PSA7) 196,664 141,426 American Century Select Fund (EIN 31-0472910-PSA8) 352,562* 180,374 American Century Ultra Fund (EIN 31-0472910-PSA9) 1,451,521* 960,338* --------- -------- Total group annuity contract $ 6,470,390 $ 5,260,953 ========= ========== *Represents an asset that is five percent or more of the net assets available for Plan benefits. Units assigned to participants are as follows:
1996 ------------------------------------------------------------ December 31, March 31, June 30, September 30, December 31, 1995 ----------- ----------- -------------- --------------- -------------- Market Market Market Market Market Number Value Number Value Number Value Number Value Number Value of per of per of per of per of per Units Unit Units Unit Units Unit Units Unit Units Unit ----- ----- ------- ------ ------- ------ ------- ------- -------- ------- Guaranteed Deposit Account - - - - - - - - - - Variable Short-Term Fund 28,990 $1.70 31,788 $1.72 36,254 $1.74 89,603 $1.75 287,623 $1.69 Equity Fund 124,468 4.19 130,160 4.39 141,342 4.43 160,371 4.85 15,367 3.94 Fixed Income Fund 26,159 2.76 26,754 2.79 37,705 2.86 36,686 2.93 17,359 2.77 Capital Fund 72,266 2.21 71,525 2.26 77,229 2.30 80,932 2.43 66,087 2.14 American Century Select Fund 133,431 1.44 146,381 1.48 184,735 1.54 216,296 1.63 130,706 1.36 American Century Ultra Fund 496,204 2.06 531,681 2.19 597,784 2.26 636,632 2.28 473,073 2.03
NOTE 4 - FUND INFORMATION - - ------------------------- A summary of the activity in each investment account for the years ended December 31, 1996 and 1995 follows:
Group Annuity Contract --------------------------------------------------------------------- Separate Accounts --------------------------------------------------- Variable American American Guaranteed Short Fixed Century Century Employer Deposit Term Equity Income Capital Select Ultra Securities Plan Account Fund Fund Fund Fund Fund Fund Fund Total --------- -------- ------- ------- ------- --------- --------- ---------- -------- Net assets available for Plan benefits at January 1, 1995 $3,203,971 $18,114 $280,074 $36,290 $76,556 $112,751 $528,183 $25,041 $4,280,980 Contributions: Employee 376,391 22,814 120,635 25,052 39,897 47,877 197,212 60,561 890,439 Employer 42,268 2,296 12,115 2,537 4,022 4,793 19,752 10,829 98,612 Transfers in 3,023 3,698 4,126 7,958 7,958 7,349 3,139 - 37,251 Investment income: Net appreciation in fair value of securities - - - - - - - 25,076 25,076 Interest and investment income 208,743 1,351 83,852 6,076 12,226 24,921 224,421 - 561,590 Deductions attributable to: Distributions and withdrawals (407,900) (1,379) (49,555) (8,204) (7,298) (6,412) (30,476) - (511,224) Transfers between funds (87,953) 1,190 34,836 (9,164) 8,065 (10,905) 18,107 45,824 - --------- -------- -------- ------- --------- -------- --------- -------- --------- Net assets available for Plan benefits at December 31, 1995 3,338,543 48,084 486,083 60,545 141,426 180,374 960,338 167,331 5,382,724 Contributions: Employee 262,014 34,895 152,347 43,600 47,798 82,784 306,808 184,578 1,114,824 Employer 32,553 3,380 15,254 4,380 4,780 8,279 30,792 56,054 155,472 Forfeitures 12,587 4,436 4,483 534 785 1,491 6,468 - 30,784 Transfers in 17,766 96,070 92,125 6,160 9,183 25,205 31,521 5,199 283,229 Investment income: Net appreciation in fair value of securities - - - - - - - 125,557 125,557 Interest and investment income 214,169 2,532 124,281 5,712 21,759 40,439 136,742 - 545,634 Deductions attributable to: Distributions and withdrawals (394,353) (15,910)(132,802) (7,429) (32,813) (21,087) (71,171)(204,343) (879,908) Transfers between funds (118,852) (16,681) 36,030 (6,013) 3,746 35,077 50,023 16,670 - ---------- -------- -------- -------- -------- -------- ---------- --------- --------- Net assets available for Plan benefits at December 31, 1996 $3,364,427 $156,806 $777,801 $107,489 $196,664 $352,562 $1,451,521 $351,046 $6,758,316 ========== ======== ======== ======== ======== ======== ========== ======== ==========
NOTE 5 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500 The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500: 1996 1995 ----- ------ Net assets available for benefits per the financial statements $6,758,316 $5,382,724 Amounts allocated to withdrawing participants - (58,940) ----------- ------------ Net assets available for benefits per the Form 5500 $6,758,316 $5,323,784 =========== ============ The following is a reconciliation of distributions and withdrawals to participants per the financial statements to the Form 5500: Year Ended December 31, 1996 ---- Distributions and withdrawals to participants per the financial statements $879,908 Add: Amounts allocated to withdrawing participants at December 31, 1996 - Less: Amounts allocated to withdrawing participants at December 31, 1995 (58,940) --------- Distributions and withdrawals to participants per the Form 5500 $820,968 ========= NOTE 6 - FEDERAL INCOME TAX STATUS The Plan has received a favorable determination letter from the Internal Revenue Service. A favorable determination allows American Oilfield Divers, Inc. to take a business expense deduction for contributions paid to the Contract Plan Servicer and for participants not to be taxed on benefits until received by them. In addition, since the Plan is treated as an exempt organization, its income is not subject to federal or state income taxes. AMERICAN OILFIELD DIVERS, INC. 401(K) PROFIT SHARING PLAN AND TRUST SUPPLEMENTAL SCHEDULES DECEMBER 31, 1996 AMERICAN OILFIELD DIVERS, INC. 401(K) PROFIT SHARING PLAN AND TRUST INDEX TO SUPPLEMENTAL SCHEDULES REQUIRED UNDER THE DEPARTMENT OF LABOR RULES AND REGULATIONS FOR REPORTING AND DISCLOSURE UNDER THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 Schedule I - Assets Held for Investment Schedule II - Reportable Transactions SCHEDULE I AMERICAN OILFIELD DIVERS, INC. 401(K) PROFIT SHARING PLAN AND TRUST ASSETS HELD FOR INVESTMENT DECEMBER 31, 1996 Market Issuer Shares Value Cost ------ ------ ------ ---- Union Central Group Annuity Contract in separate and guaranteed accounts - $6,470,390 * Employer Securities Fund 30,393.56 351,046 $296,568 ---------- ---------- $6,821,436 $ 296,568 ========== ========== *Information not available from the Trustee. SCHEDULE II AMERICAN OILFIELD DIVERS, INC. 401(K) PROFIT SHARING PLAN AND TRUST REPORTABLE TRANSACTIONS YEAR ENDED DECEMBER 31, 1996 During the year ended December 31, 1996, the Plan had the following transactions which were greater than 5% of the Plan assets:
SERIES OF TRANSACTIONS ----------------------- PURCHASES - - --------- Market Value Number of Purchase Cost of of Asset on Transactions Description of Asset Price Asset Transaction Date - - ------------- -------------------- --------- --------- ------------------- * Group Annuity Contract $1,401,596 $1,401,596 $1,401,596 13 Employer Securities Fund 262,501 262,501 262,501 SALES - - ------ Number of Selling Cost of Transactions Description of Asset Price Asset Net Gain - - ------------- -------------------- -------- ------- ----------- * Group Annuity Contract $703,715 * * *Information not available from the Trustee.
-----END PRIVACY-ENHANCED MESSAGE-----