SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Allis-Chalmers Corporation
(NAME OF ISSUER)
Common Stock, par value $0.15 per share
(TITLE OF CLASS OF SECURITIES)
019645407
(CUSIP NUMBER)
Joseph P. Bartlett, Esq.
Spolin Silverman Cohen & Bartlett LLP
1620 26th Street, Suite 2000 North
Santa Monica, California 90404
(310) 586 - 2400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
April 2, 2004
(DATE OF EVENT WHICH REQUIRES FILING
OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240. 13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 019645407
Page 2
TABLE OF CONTENTS
ITEM 1. SECURITY AND ISSUER SECURITIES ACQUIRED.
ITEM 2. IDENTITY AND BACKGROUND.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
SIGNATURES
Exhibit 7.1
Exhibit 7.2
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Munawar H. Hidayatallah
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2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions) OO
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
NUMBER OF 0
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 37,799,633
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 5,041,667
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
37,799,633
--------------------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
86.4%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 019645407
Page 3
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Saeed M. Sheikh
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2. Check the Appropriate Box If a Member of a Group (See Instructions) (a) [_]
(b) [X]
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3. SEC Use Only
--------------------------------------------------------------------------------
4. Source of Funds (See Instructions) OO
--------------------------------------------------------------------------------
5. Check If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d)
or 2(e) [_]
--------------------------------------------------------------------------------
6. Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
7. Sole Voting Power
NUMBER OF 0
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 37,799,633
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 1,020,000
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
37,799,633
--------------------------------------------------------------------------------
12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [_]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
86.4%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions) IN
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER SECURITIES ACQUIRED.
ITEM 1 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
Security: Common Stock of Allis-Chalmers Corporation ("Common Stock").
Issuer: Allis-Chalmers Corporation ("Issuer"), 7660 Woodway, Suite 200, Houston,
TX 77063
ITEM 2. IDENTITY AND BACKGROUND.
ITEM 2 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
this Schedule 13D Statement is hereby filed by Munawar H. Hidayatallah and Saeed
M. Sheikh, both of whom are U.S. citizens.
CUSIP No. 019645407
Page 4
Mr. Hidayatallah is the Chief Executive Officer and Chairman of the Board of the
Issuer, whose address is 7660 Woodway, Suite 200, Houston, TX 77063
Saeed M. Sheikh is a director of the Issuer and the President of Star Trading &
Marine, Inc., a shipping and freight forwarding company, whose address is 1050
17th Street, N.W., Suite 450, Washington, D.C. 20036.
The Reporting Persons disclaim beneficial ownership of the Securities reported
as beneficially owned by the Reporting Persons herein other than the securities
owned directly by such persons.
None of the Reporting Persons has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state securities
laws or finding any violation of such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 3 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
The Reporting Persons acquired their original interest in the common stock of
the Issuer (the "Common Stock") pursuant to the terms of an Agreement and Plan
of Merger dated May 9, 2001, which is incorporated by reference to the reporting
Persons' Schedule 13D filed with the Security and Exchange Commission on March
21, 2001 (the "Merger Agreement"). Mr. Hidayatallah and Mr. Sheikh acquired
4,375,000 and 1,000,000 shares, respectively, pursuant to the Merger Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 4 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
On May 9, 2001, OilQuip Rentals, Inc., a Delaware Corporation ("OilQuip"), was
merged with and into Allis-Chalmers Acquisitions Co., a Delaware Corporation,
and a wholly owned subsidiary of the Issuer (the "Merger"). The purpose of the
Merger was to combine the operations of OilQuip and the Issuer, and to provide
services for the exploration and production of natural gas. Mr. Hidayatallah and
Mr. Sheikh were issued 4,375,000 and 1,000,000 shares of Common Stock,
respectively, in the Merger.
On March 22, 2003, the Company issued Mr. Hidayatallah an option to acquire
2,000,000 shares of the Issuer's Common Stock, at an exercise price of $0.55 per
share, which is currently exercisable for 666,666 shares. The option will be
exercisable for an additional 666,667 shares as of December 16, 2004, and the
remaining 666,666 shares as of December 16, 2005.
On April 2, 2004, (a) in exchange for an investment of $2 million, the Company
issued 3,100,000 shares of Common Stock, and warrants to purchase 4,000,000
shares of Common Stock at an exercise price of $0.50 per share, expiring on
April 1, 2006, to an investor group consisting of Donald Engel, Chris Engel, the
Engel Investors Defined Benefit Plan, director Leonard Toboroff and RER Corp., a
Michigan Corporation wholly owned by director Robert Nederlander (the "Investor
Group"), and (b) Energy Spectrum Partners, LP, the holder of all outstanding
shares of the Company's Series A 10% Cumulative Convertible Preferred Stock,
converted all shares of Series A 10% Cumulative Convertible Preferred Stock,
including accrued dividend rights, into 8,590,449 shares of Common Stock. In
connection with those transactions, the Investor Group, Energy Spectrum Partners
LP, Jens H. Mortensen, Mr. Sheikh and Mr. Hidayatallah entered into a
stockholders agreement (the "Stockholders Agreement") pursuant to which the
parties have agreed to vote for the election to the board of directors of the
Company three persons nominated by Energy Spectrum, two persons nominated by the
Investor Group and one person nominated by Messrs. Hidayatallah, Mortensen and
Sheikh. The parties and the Company also agreed that in the event the Company
has not completed a public offering of its shares prior to September 30, 2005,
then, at the request of Energy Spectrum, the Company will retain an investment
banking firm to identify candidates for a transaction
involving the sale of the Company or its assets. In addition, the Company,
Energy Spectrum, the Investors Group and Messrs. Sheikh, Hidayatallah and
Mortensen entered into a registration rights agreement with Issuer and other
parties named therein dated April 2, 2004 (the "Registration Rights Agreement"),
pursuant to which the parties were granted certain registration rights with
respect to the Common Stock owned or to be owned by such parties.
CUSIP No. 019645407
Page 5
The Reporting Persons acquired the shares of Common Stock as an investment.
The Reporting Persons reserve the right to (i) dispose of all or part of his
investment in the Stock at any time, (ii) acquire additional equity securities
of the Issuer or its affiliates, in the open market, in private transactions or
otherwise, (iii) propose a merger or other business combination with the Issuer
or its affiliates, or (iv) to take any other action with respect to the Issuer.
Any such purchases will depend upon the market prices for the shares of Common
Stock, the number of shares which may become available for purchase at prices
which he regards as attractive and various other factors which he may determine
to be relevant.
Except as set forth in this Item 4, neither of the Reporting Persons has any
current plans or proposals which relate to or would result in (a) an
extraordinary corporate transaction, such as a Merger, reorganization or
liquidation of The Issuer or any of its subsidiaries; (b) the sale or transfer
of a material amount of assets of The Issuer or any of its subsidiaries; (c) any
change in the Issuer's present Board of Directors or management; (d) any
material change in the present capitalization or dividend policy of the Issuer;
(e) any other major change in the Issuer's business or corporate structure; (f)
any change in the Issuer's charter or by-laws that might impede the acquisition
or control of the Issuer by any person; (g) the delisting of a class of the
Issuer's securities on a national securities exchange; (h) the termination of
registration pursuant to Section 12(g)(4) of the Exchange Act of a class of the
Issuer's equity securities; or (i) any action similar to any of those enumerated
above. However, as indicated above, each of the Reporting Persons intends
continuously to review its investment in the Issuer. Depending upon the results
of such continuing review and other factors, each of the Reporting Persons
reserves the right to propose, take, or seek to cause the Issuer to take, one or
more of the transactions described in this paragraph.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
ITEM 5 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
(a) - (c). Mr. Hidayatallah is the beneficial owner of 37,799,633 shares of the
Common Stock, which constituted approximately 86.4% of the shares of the Common
Stock outstanding on April 2, 2004, according to information provided by the
Issuer (the "Outstanding Shares"). As described in Item 4, the number of shares
of Common Stock beneficially owned by Mr. Hidayatallah includes: (i) 4,375,000
shares of Common Stock acquired in 2001; (ii) an option currently exercisable
for 500,000 shares of Common Stock at an exercise price of $0.55 per share,
which is currently exercisable with respect to 666,666 shares, and (iii)
32,757,967 shares of Common Stock, which Mr. Hidayatallah is deemed to
beneficially own as a result of being a party to the Stockholders Agreement. Mr.
Hidayatallah disclaims beneficial ownership of the Common Stock deemed to be
beneficially owned by Mr. Hidayatallah as a result of being a party to the
Stockholders Agreement.
Mr. Hidayatallah has sole power of disposition with respect to 5,041,666 shares
of Common Stock and shared power of disposition with respect to no shares of
Common Stock.
Mr. Hidayatallah has sole voting power with respect to no shares of Common Stock
and shared voting power with respect to 37,799,633 shares of Common Stock
pursuant to the Stockholders Agreement.
Mr. Sheikh is the beneficial owner of 37,799,633 shares of the Common Stock,
which constituted approximately 86.4% of the shares of the Common Stock
outstanding on April 2, 2004, according to information provided by the Issuer
(the "Outstanding Shares"). As described in Item 4, the number of shares of
Common Stock beneficially owned by Mr. Sheikh includes: (i) 1,000,000 shares of
Common Stock acquired in 2001; (ii) 10,000 shares of Common Stock issued to him
on April 2, 2004, as compensation for services as a director, (iii) an option to
purchase 10,000 shares of Common Stock at an exercise price of $0.55 per share,
which is currently exercisable, issued to him on April 2, 2004, as compensation
for services as a director, and (iv) 36,779,633 shares of Common Stock which Mr.
Sheikh is deemed to beneficially own pursuant to Rule 13d-3 of the Securities
and Exchange Commission as a result of being a party to the Stockholders
Agreement. Mr. Sheikh disclaims beneficial ownership of the Common Stock deemed
to be beneficially owned by Mr. Sheikh as a result of being a party to the
Stockholders Agreement.
CUSIP No. 019645407
Page 6
Mr. Sheikh has sole power of disposition with respect to 1,020,000 shares of
Common Stock and shared power of disposition with respect to no shares of Common
Stock.
Mr. Sheikh has sole voting power with respect to no shares of Common Stock and
shared voting power with respect to 37,799,633 shares of Common Stock pursuant
to the Stockholders Agreement.
(d) Not applicable
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
ITEM 6 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
To the best knowledge of Mr. Hidayatallah and Mr. Sheikh, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
between either Mr. Hidayatallah and any other person or and Mr. Sheikh and any
other person with respect to any securities of the Issuer, including but not
limited to, transfer or voting of any of the securities of the Issuer, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies,
or a pledge or contingency the occurrence of which would give another person
voting power over the securities of the Issuer, except for the following:
Mr. Hidayatallah in party to the Stockholders Agreement described in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
ITEM 7 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
Exhibit 7.1: Stockholders Agreement dated April 2, 2004, by and among the
Issuer, Mr. Hidayatallah and the other persons signatory thereto.
Exhibit 7.2.: Registration Rights Agreement dated April 2, 2004, by and among
the Issuer, and the other persons signatory thereto.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Pursuant to Rule 13d-1(k)(l)(iii) of Regulation 13D-G of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities
Exchange Act of 1934, as amended, the undersigned agree that the attached
statement is filed on behalf of each of them in the capacities set forth below.
DATED: April 8, 2004 /s/ Munawar H. Hidayatallah
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MUNAWAR H. HIDAYATALLAH
/s/ Saeed M. Sheikh
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SAEED M. SHEIKH