American Oilfield Divers agrees to sell anode manufacturing plant to Corrpro.

NEW ORLEANS--(BUSINESS WIRE)--Nov. 2, 1994--American Oilfield Divers Inc. (NASDAQ:DIVE) and Corrpro Companies Inc. (NYSE:CO) announced today an agreement in principle whereby American will sell the foundry, anode manufacturing and technical corrosion services businesses operated by American's subsidiary, American Corrosion Services Inc., in Belle Chasse, La., to Corrpro, which is headquartered in Medina, Ohio.

The sale price for the assets to be purchased will include cash and notes totalling approximately $5.4 million. Completion of the sale is contingent on various conditions, including an environmental audit of the premises, due diligence review and execution of a definitive purchase agreement. American Oilfield Divers and Corrpro expect to complete this transaction within the next 30 days with an effective date of Oct. 31, 1994.

In addition, Corrpro and American have agreed to enter into a long-term supply agreement under which Corrpro will supply American's anode requirements. Anodes are corrosion protection devices applied by American to offshore oil and gas production platforms, pipelines, vessel hulls and other structures. Installation of offshore anodes is a diver-intensive process.

``Our primary purpose in establishing the anode manufacturing facility was to improve our position as a single-source provider to the anode retrofit market in the Gulf of Mexico,'' said George Yax, American's chairman and chief executive officer. ``That purpose has been served and will continue as a result of our entering into the supply agreement. We are pleased that Corrpro, which provides anti-corrosion products and services to many markets worldwide, has chosen to base an important segment of its operations at the Belle Chasse facility,'' said Yax.

``The sale allows us to maintain our position as a single-source provider to the Gulf's anode retrofit market while permitting the company's management to shift its focus from anode manufacturing to the company's Gulf of Mexico diving services business and many other opportunities in the United States and overseas. Corrpro has the necessary management experience and corrosion and metal expertise to operate the plant efficiently, and we look forward to working with Corrpro in the years to come."

Steven P. Weems, American's chief financial officer, noted that the company expects, as a result of the sale, to record an after-tax loss on disposition of the assets related to the American Corrosion Services operations of between approximately $500,000 and $750,000 for the fiscal year that ended Oct. 31, 1994.

Joe Rog, chairman of the board and chief executive officer of Corrpro, stated, "The acquisition of these operations, combined with our existing foundry and anode manufacturing facilities, provides us with the strategic ability to serve our customers anywhere in the world. In addition, we are pleased that we will have an ongoing association with a first class organization like American Oilfield Divers."

American Oilfield Divers, Inc., headquartered in Lafayette, is a leading provider of a broad range of undersea construction, installation, repair and maintenance services to the offshore oil and gas industry in the U.S. Gulf of Mexico and West Coast, internationally, and to certain U.S. inland customers. The company manufactures and installs subsea pipeline connectors and marginal well production systems, typically through the use of its dive crews and support vessels. The company also owns fifteen diving service vessels and one barge for pipelay and pipe bury operations in the U.S. Gulf of Mexico.

Corrpro Companies, Inc., headquartered in Medina, Ohio, and with 48 fully staffed offices worldwide, is the leading provider of corrosion control engineering services, systems and equipment to the infrastructure, environmental and energy markets throughout the world. Corrpro is the U.S. and Canadian market share leader of cathodic protection systems which are applied to such structures as bridges, above ground and underground storage tanks, parking garages, electric power plants, oil and gas pipelines, transit systems, water treatment systems, offshore oil rigs and ships. Corrpro is also the U.S. market share leader in rectifiers, a key power supply component in cathodic protection systems, the worldwide leader in the maritime cathodic protection market, corrosion monitoring systems and manufacturing of anodes for cathodic protection systems.

CONTACT: American Oilfield Divers, New Orleans 

              Steve Weems, 318/234-4590
              or
              Corrpro Cos. Inc., Medina
              Bob Adamov, 216/723-5082