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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Allis-Chalmers Corporation
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(Name of Issuer)
Common Stock, par value $.15 per share
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(Title of Class of Securities)
019645 407
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(CUSIP Number)
Charles I. Weissman, Esq.
Swidler Berlin Shereff Friedman, LLP
405 Lexington Avenue
New York, New York 10174
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 2, 2004
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of 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 ss. 240.13d-7(b) 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 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 3 of 16 pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
RER Corp.
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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)
PF
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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
Michigan
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7. Sole Voting Power
NUMBER OF 2,616,666
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY None
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 2,616,666
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,616,666
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11)
12.5%
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14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 019645407 Page 4 of 16 pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Robert E. Nederlander
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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)
PF
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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 2,725,976
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY None
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 2,725,976
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
None
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,725,976
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11)
13.0%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 019645407 Page 5 of 16 pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Leonard Toboroff
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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)
PF
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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 2,975,975
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY None
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 2,975,975
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
None
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,975,975
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11)
13.9%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 019645407 Page 6 of 16 pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Donald Engel
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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)
PF
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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 1,067,469
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 415,142
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 1,067,469
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
415,142
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,482,611
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11)
7.2%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 019645407 Page 7 of 16 pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Christopher Engel
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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)
PF
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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 887,057
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 415,142
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 887,057
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
415,142
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
1,302,199
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
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13. Percent of Class Represented by Amount in Row (11)
6.4%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 019645407 Page 8 of 16 pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Engel Investors Defined Benefit Plan
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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)
PF
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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
New York
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7. Sole Voting Power
NUMBER OF 415,142
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY None
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 415,142
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
None
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
415,142
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
2.1%
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14. Type of Reporting Person (See Instructions)
EP
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SCHEDULE 13D
ALLIS-CHALMERS CORPORATION
Certain of the shares covered by this Schedule 13D Statement (this
"Schedule 13D") were previously reported in a "group" Schedule 13D Statement
originally filed on September 16, 1992 by Robert E. Nederlander and Leonard
Toboroff, among others, as amended and supplemented by Amendment No. 1 to the
Statement on Schedule 13D relating to the event date of May 9, 2001 and
Amendment No. 2 to the Statement of Schedule 13D relating to the event date of
December 19, 2001 (which Amendment No. 2 had terminated the "group")
(collectively, the "Original Schedule 13D").
ITEM 1. SECURITY AND ISSUER
Security: Common Stock of Allis-Chalmers Corporation
("Common Stock")
Issuer: Allis-Chalmers Corporation (the "Issuer")
7660 Woodway, Suite 200
Houston, TX 77063
ITEM 2. IDENTITY AND BACKGROUND
(a) 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 is hereby filed by RER Corp., Robert E. Nederlander,
Leonard Toboroff, Donald Engel, Christopher Engel and Engel Investors Defined
Benefit Plan (collectively, the "Reporting Persons").
(b) The principal address and/or office of Leonard Toboroff is 39 North
Moore Street, Apt. 6B, New York, NY 10013. The principal address of RER Corp.
and Robert E. Nederlander is c/o Nederlander Company L.L.C., 1450 Broadway, 20th
Floor, New York, NY 10018. The principal address of Donald Engel and Engel
Investors Defined Benefit Plan is 570 Park Avenue, New York, NY 10021. The
principal address of Christopher Engel is 1075 Park Avenue, New York, NY 10128.
(c) Mr. Nederlander has been President and/or a Director since November
1981 of the Nederlander Organization, Inc., owner and operator of one of the
world's largest chains of live theaters, and is also Co-Managing Partner of
Nederlander Company L.L.C., owner and/or operator of theaters outside New York
City. Mr. Nederlander became Chairman of the Board of the Issuer in May 1989;
from 1993 through October 1996 he was Vice Chairman, and thereafter he remained
solely a director.
Mr. Toboroff has been a director and Vice-Chairman of the Board since
May 1989 and served as an Executive Vice President of the Issuer from May 1989
until February 2002. Mr. Toboroff has been a practicing attorney continuously
since 1961.
RER Corp. is a Michigan corporation controlled by Mr. Nederlander.
Donald Engel and Christopher Engel are private investors.
Engel Investors Defined Benefit Plan is a pension benefit trust, whose
trustees are Donald Engel and Christopher Engel.
(d) and (e) During the past five years, none of the Reporting Persons
has been convicted in any criminal proceeding (excluding traffic violations or
similar misdemeanors) or 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, prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Each of Mr. Nederlander, Mr. Toboroff, Donald Engel and Christopher
Engel is a United States citizen. RER Corp. is a Michigan corporation. Engel
Investors Defined Benefit Plan is a pension benefit trust, organized under the
laws of the state of New York.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The shares of Common Stock owned by RER Corp., Robert E. Nederlander
and Leonard Toboroff on or prior to December 19, 2001 are described in the
Original Schedule 13D.
On April 2, 2004, the following transactions occurred. Each of RER
Corp. and Leonard Toboroff acquired 1,033,333 shares of Common Stock and
warrants to purchase 1,333,333 shares of Common Stock in exchange for an
investment of $666,666.50. Donald Engel acquired 464,768 shares of Common Stock
and warrants to purchase 599,701 shares of Common Stock in exchange for an
investment of $299,850.25. Christopher Engel acquired 387,307 shares of Common
Stock and warrants to purchase 499,750 shares of Common Stock in exchange for an
investment of $249,875.50. Engel Investors Defined Benefit Plan acquired 181,259
shares of Common Stock and warrants to purchase 233,883 shares of Common Stock
in exchange for an investment of $116,941.25. See also Item 4 below. The source
of consideration is personal funds.
ITEM 4. PURPOSE OF TRANSACTION
On April 2, 2004, in exchange for an investment of $2 million, the
Issuer issued 3,100,000 shares of Common Stock and warrants to purchase
4,000,000 shares of Common Stock at the exercise price of $0.50 per share,
expiring on April 1, 2006 to an investor group consisting of the Reporting
Persons (collectively, the "Investors Group") pursuant to the terms of the Stock
and Warrant Purchase Agreement (the "Purchase Agreement"). The shares and
warrants issued under the Purchase Agreement included: (a) 1,033,333 shares of
Common Stock and a warrant to purchase 1,333,333 shares of Common Stock (the
"RER Warrant") acquired by RER Corp., (b) 1,033,333 shares of Common Stock and a
warrant to purchase 1,333,333 shares of Common Stock (the "Toboroff Warrant")
acquired by Leonard Toboroff, (c) 464,768 shares of Common Stock and a warrant
to purchase 599,701 shares of Common Stock (the "Donald Engel Warrant") acquired
by Donald Engel, (d) 387,307 shares of Common Stock and a warrant to purchase
499,750 shares of Common Stock (the "Christopher Engel Warrant") acquired by
Christopher Engel and (e) 181,259 shares of Common Stock and a warrant to
purchase 233,883 shares of Common Stock (the "EIDBP Warrant") acquired by Engel
Investors Defined Benefit Plan. In addition, 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 the foregoing transactions the Investors Group,
Energy Spectrum Partners LP ("Energy Spectrum"), Munawar H. Hidayatallah, Saeed
M. Sheikh and Jens H. Mortensen (Messrs. Hidayatallah, Sheikh, and Mortensen are
collectively referred to as the "Directors Group") entered into a stockholders
agreement dated April 2, 2004 (the "Stockholders Agreement") pursuant to which
the parties have agreed to vote for the election to the board of directors of
the Issuer three persons nominated by Energy Spectrum, two persons nominated by
the Investors Group and one person nominated by the Directors Group. In
addition, the parties and the Issuer agreed that in the event the Issuer has not
completed a public offering of its shares prior to September 30, 2005, then, at
the request of Energy Spectrum, the Issuer will retain an investment banking
firm to identify candidates for a transaction involving the sale of the Issuer
or its assets. Moreover, Energy Spectrum, the Investors Group and the Directors
Group 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.
On April 2, 2004 the Issuer issued to each of Messrs. Toboroff and
Nederlander A) 10,000 shares of Common Stock and B) an option to purchase
additional 10,000 shares of Common Stock (the "Toboroff Option" and the
"Nederlander Option," respectively), exercisable for $0.55 per share with a term
of five years, pursuant to the Issuer's 2003 Stock Incentive Plan. The shares
and options were issued to Messrs. Toboroff and Nederlander in lieu of fees for
their services as directors in 2002 and 2003.
Each of the Reporting Persons acquired shares of Common Stock as an
investment. Each of the Reporting Persons may seek to acquire or dispose of
shares of Common Stock through open market or privately negotiated transactions
from time to time in its or his discretion. 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 each of the Reporting Persons
regard as attractive and various other factors which each of the Reporting
Persons may determine to be relevant.
Except for the foregoing, no Reporting Person has any present plans or
proposals which relate to or would result in any of the actions or events
described in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the
Reporting Persons retain their respective rights to modify their plans with
respect to the transactions described in this Item 4, to acquire or dispose of
securities of the Issuer and to formulate plans and proposals which could result
in the occurrence of any such events, subject to applicable laws and
regulations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b) The number of shares of Common Stock beneficially owned by
Mr. Nederlander includes: (i) 250,000 shares of Common Stock held by RER Corp.
pursuant to the Merger Agreement dated May 9, 2001, which is incorporated by
reference to Exhibit 7.1 to the Schedule 13D filed by Mr. Nederlander on
December 19, 2001, (ii) 89,310 shares of Common Stock held by Q.E.N. Inc., a
corporation controlled by Mr. Nederlander, (iii) 1,033,333 shares of Common
Stock acquired by RER Corp. as the result of the transactions set forth in Item
4, (iv) 1,333,333 shares of Common Stock issuable upon exercise of the RER
Warrant, (v) 10,000 shares of Common Stock issued pursuant to the Issuer's 2003
Stock Incentive Plan, as set forth in Item 4, (vi) 10,000 shares of Common Stock
issuable upon exercise of the Nederlander Option, and (vii) 35,073,657 shares of
Common Stock which Mr. Nederlander may be deemed to beneficially own pursuant to
Rule 13d-3 of the Securities and Exchange Commission as a result of RER Corp.
being a party to the Stockholders Agreement. Mr. Nederlander disclaims
beneficial ownership of the Common Stock deemed to be beneficially owned by Mr.
Nederlander as a result of R.E.R. Corp. being a party to the Stockholders
Agreement. Accordingly, based upon the foregoing, Mr. Nederlander may be deemed
to be the beneficial owner of only 2,725,976 shares of Common Stock, or 13.0% of
the outstanding shares of Common Stock as of the date hereof.
The number of shares of Common Stock beneficially owned by Mr. Toboroff
includes: (i) 500,000 shares of Common Stock issuable upon exercise the option
that was granted on May 31, 2001 and is currently exercisable, (ii) 64,303
shares held by Leonard Toboroff P.C. Profit Sharing Trust 002, (iii) 25,006
shares held by Lenny Corp., a corporation controlled by Mr. Toboroff, (iv)
1,333,333 shares of Common Stock issuable upon exercise of the Toboroff Warrant,
(v) 1,033,333 shares of Common Stock acquired as the result of the transactions
set forth in Item 4, (vi) 10,000 shares of Common Stock issued pursuant to the
Issuer's 2003 Stock Incentive Plan, as set forth in Item 4, (vii) 10,000 shares
of Common Stock issuable upon exercise of the Toboroff Option, and (viii)
34,823,658 shares of Common Stock which Mr. Toboroff may be 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.
Toboroff disclaims beneficial ownership of the Common Stock deemed to be
beneficially owned by Mr. Toboroff as a result of being a party to the
Stockholders Agreement. Accordingly, based upon the foregoing, Mr. Toboroff may
be deemed to be the beneficial owner of only 2,975,975 shares of Common Stock,
or 13.9% of the outstanding shares of Common Stock as of the date hereof.
The number of shares of Common Stock beneficially owned by Donald Engel
includes: (i) 3,000 shares of Common Stock previously acquired by Donald Engel,
(ii) 599,701 shares of Common Stock issuable upon exercise of the Donald Engel
Warrant, (iii) 464,768 shares of Common Stock acquired as the result of the
transactions set forth in Item 4, (iv) 233,883 shares of Common Stock issuable
upon exercise of the EIDBP Warrant, (v) 181,259 shares of Common Stock acquired
by Engel Investors Defined Benefit Plan as the result of the transactions set
forth in Item 4, and (vi) 36,317,022 shares of Common Stock which Donald Engel
may be 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.
Donald Engel disclaims beneficial ownership of the Common Stock deemed to be
beneficially owned by Donald Engel as a result of being a party to the
Stockholders Agreement. Accordingly, based upon the foregoing, Donald Engel may
be deemed to be the beneficial owner of only 1,482,611 shares of Common Stock,
or 7.2% of the outstanding shares of Common Stock as of the date hereof.
The number of shares of Common Stock beneficially owned by Christopher
Engel includes: (i) 499,750 shares of Common Stock issuable upon exercise of the
Christopher Engel Warrant, (ii) 387,307 shares of Common Stock acquired as the
result of the transactions set forth in Item 4, (iii) 233,883 shares of Common
Stock issuable upon exercise of the EIDBP Warrant, (iv) 181,259 shares of Common
Stock acquired by Engel Investors Defined Benefit Plan as the result of the
transactions set forth in Item 4 and (v) 36,497,434 shares of Common Stock which
Christopher Engel may be 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. Christopher Engel disclaims beneficial ownership of the
Common Stock deemed to be beneficially owned by Christopher Engel as a result of
being a party to the Stockholders Agreement. Accordingly, based upon the
foregoing, Christopher Engel may be deemed to be the beneficial owner of only
1,302,199 shares of Common Stock, or 6.4% of the outstanding shares of Common
Stock as of the date hereof.
The number of shares of Common Stock beneficially owned by Engel
Investors Defined Benefit Plan includes: (i) 233,883 shares of Common Stock
issuable upon exercise of the EIDBP Warrant, (ii) the 181,259 shares of Common
Stock acquired as the result of the transactions set forth in Item 4, and (iii)
37,384,491 shares of Common Stock which Engel Investors Defined Benefit Plan may
be 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.
Engel Investors Defined Benefit Plan disclaims beneficial ownership of the
Common Stock deemed to be beneficially owned by Engel Investors Defined Benefit
Plan as a result of being a party to the Stockholders Agreement. Accordingly,
based upon the foregoing, Engel Investors Defined Benefit Plan may be deemed to
be the beneficial owner of only 415,142 shares of Common Stock, or 2.1% of the
outstanding shares of Common Stock as of the date hereof.
The number of shares beneficially owned by each of the Reporting
Persons and the percentage of outstanding shares represented thereby, have been
computed in accordance with Rule 13d-3 under the Act. The ownership of the
Reporting Persons is based on 19,633,340 outstanding shares of Common Stock of
the Issuer as of the April 2, 2004, according to information provided by the
Issuer.
(c) None, except as set forth in Item 4.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
To the best knowledge of each Reporting Person, there are no other
contracts, arrangements, understandings or relationships (legal or otherwise)
between any of the Reporting Persons 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:
RER Corp., Mr. Toboroff, Donald Engel, Christopher Engel and Engel
Investors Defined Benefit Plan are parties to the Stockholders Agreement, the
Registration Rights Agreement and the Purchase Agreement described in Item 4.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7.1: Stockholders Agreement dated April 2, 2004, by and among
the Issuer, Mr. Toboroff, RER Corp., Donald Engel, Christopher Engel, Engel
Investors Defined Benefit Plan and the other persons signatory thereto.
Exhibit 7.2: Registration Rights Agreement dated April 2, 2004, by and
among the Issuer, Mr. Toboroff, RER Corp., Donald Engel, Christopher Engel,
Engel Investors Defined Benefit Plan and the other persons signatory thereto.
Exhibit 7.3: Stock and Warrant Purchase Agreement dated April 2, 2004,
by and among the Issuer, Mr. Toboroff, RER Corp., Donald Engel, Christopher
Engel and Engel Investors Defined Benefit Plan.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
RER CORP.
By: /s/ Robert E. Nederlander
----------------------------------
Robert E. Nederlander
President
/s/ Robert E. Nederlander
----------------------------------
Robert E. Nederlander
/s/ Leonard Toboroff
----------------------------------
Leonard Toboroff
/s/ Donald Engel
----------------------------------
Donald Engel
/s/ Christopher Engel
----------------------------------
Christopher Engel
ENGEL INVESTORS DEFINED BENEFIT PLAN
By: /s/ Donald Engel
----------------------------------
Donald Engel
Trustee
Dated: April 12, 2004
AGREEMENT OF JOINT FILING
In accordance with Rule 13d-1(k) under the Act, the undersigned hereby
agree to the joint filing with the other persons signatory below of a statement
on Schedule 13D or any amendments thereto, with respect to the Common Stock, and
that this Agreement be included as an attachment to such filing.
This Agreement may be executed in any number of counterparts each of
which shall be deemed to be an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement on
the 12th day of April, 2004.
RER CORP.
By: /s/ Robert E. Nederlander
----------------------------------
Robert E. Nederlander
President
/s/ Robert E. Nederlander
----------------------------------
Robert E. Nederlander
/s/ Leonard Toboroff
----------------------------------
Leonard Toboroff
/s/ Donald Engel
----------------------------------
Donald Engel
/s/ Christopher Engel
----------------------------------
Christopher Engel
ENGEL INVESTORS DEFINED BENEFIT PLAN
By: /s/ Donald Engel
----------------------------------
Donald Engel
Trustee