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UNITED STATES OMB APPROVAL
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SECURITIES AND EXCHANGE OMB Number:
COMMISSION 3235-0145
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Washington, D.C. 20549 Expires: December
31, 2005
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SCHEDULE 13D Estimated average
burden hours per
response. . 11
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
ALLIS-CHALMERS CORPORATION
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(Name of Issuer)
COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
019 645 407
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(CUSIP Number)
J. STEVEN EMERSON
1522 ENSLEY AVENUE
LOS ANGELES, CA 90024
(310) 553-4151
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 10, 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.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 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. 019 645 407
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
J. Steven Emerson
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
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(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
California, United States of America
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Number of 7. Sole Voting Power
Shares 928,000
Beneficially ---------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting 50,000
Person With ---------------------------------------------------------
9. Sole Dispositive Power
928,000
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10. Shared Dispositive Power
50,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
978,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) |_|
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13. Percent of Class Represented by Amount in Row (11)
9.996%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 019645407
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above
persons (entities only)
Emerson Partners, a California general partnership
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) |_|
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(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
California, United States of America
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Number of 7. Sole Voting Power
Shares 0
Beneficially ---------------------------------------------------------
Owned by
Each 8. Shared Voting Power
Reporting 50,000
Person With ---------------------------------------------------------
9. Sole Dispositive Power
0
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10. Shared Dispositive Power
50,000
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
978,000
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13. Percent of Class Represented by Amount in Row (11)
0.51%
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14. Type of Reporting Person (See Instructions)
PN
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3
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this "Statement") relates to
the common stock, $.01 par value, (the "Shares") of
Allis-Chalmers Corporation, a Delaware corporation (the
"Company"). The principal executive offices of the Company are
located at 5075 Westheimer, Suite 890, Houston, Texas 77056.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by and on behalf of J. Steven Emerson
and Emerson Partners ("Reporting Persons"). J. Steven Emerson
personally invests in the Company through three accounts,
including; Bear Stearns Securities Corp. Custodian, Steven J
Emerson Investment Account; Bear Stearns Securities Corp.
Custodian, J Steven Emerson Roth IRA; and Bear Stearns
Securities Corp. Custodian, Steven J Emerson IRA R.O. II. J.
Steven Emerson has sole power over the Emerson Partners
investment fund. J. Steven Emerson's son is a principal of
Emerson Partners, but J. Steven Emerson has sole voting
control and dispositive power over the securities covered by
this Statement. Mr. Emerson, therefore, may be deemed to have
shared indirect beneficial ownership of such securities. The
present principal occupation of Mr. Emerson is professional
investor.
During the last five years, neither J. Steven Emerson nor
Emerson Partners has been (i) convicted in a criminal
proceeding or (ii) 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 or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws. The business address of J. Steven Emerson and
Emerson Partners is 1522 Ensley Avenue, Los Angeles, CA 90024.
J. Steven Emerson is a citizen of California, United States of
America. Emerson Partners is a California general partnership.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The purchase price for the shares of Common Stock purchased by
the filing person was $2,934,000, which was funded from the
personal funds of the Reporting Persons.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the Common Stock of the
Registrant for investment purposes.
Except as disclosed in this Item 4, the Reporting Person does
not have any current plans or proposals which relate to or
would result in any of the events described in clauses (a)
through (j) of the instructions to Item 4 of Schedule 13D. The
Reporting Person expects to evaluate on an ongoing basis the
Issuer's financial condition, business operations and
prospects, the market price of the Issuer Common Stock,
conditions in the securities markets generally, general
economic and industry conditions and other factors.
Accordingly, the Reporting Person reserves the right to change
his plans and intentions at any time, as he deems appropriate.
In particular, the Reporting Person may, subject to the
restrictions discussed in Item 6 below and the restrictions
contained in the securities laws, at any time and from time to
time acquire additional Shares of the Issuer Common Stock or
securities convertible or exchangeable for the Issuer Common
Stock in public or private transactions; dispose of Shares of
the Issuer Common Stock or other securities in public or
private transactions; and/or enter into privately negotiated
derivative transactions with institutional counterparties to
hedge the market risk of some or all of its positions in the
Issuer Common Stock or other securities. Any such transactions
may be effected at any time and from time to time.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of the date of this Statement, the Reporting Persons
beneficially owned in the aggregate 978,000 Shares constituting
9.9996% of the outstanding Shares (the percentage of Shares owned
being based upon 9,783,681 Shares outstanding at August 12, 2004 as
set forth in the Company's 10-Q for the period ended June 30, 2004.
The Reporting Persons may be deemed to have beneficial ownership
of the Shares as follows:
NAME NUMBER OF SHARES % OF OUTSTANDING SHARES
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J. Steven Emerson 978,000 9.996%
Emerson Partners 50,000 0.511%
(b) J. Steven Emerson has the sole power to vote or direct the vote
of 928,000 Shares and sole power to dispose or direct the
disposition of such Shares.
Emerson Partners and J. Steven Emerson have the shared power to
vote or direct the vote of 50,000 Shares and the shared power to
dispose or direct the disposition of such Shares.
(c) The Reporting Persons purchased the Shares from the issuer in a
private placement completed on August 10, 2004. The Reporting
Persons paid $2,934,000, or $3.00 per share, for the Shares.
(d) No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from
the sale of, the Shares covered by this Statement.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Under the terms of the agreement listed in Item 7, the reporting
Persons acquired 978,000 Shares at an offering price of $3.00 per
Share.
Except as disclosed in this Item 6, the Reporting Person is not a
party to any contracts, arrangements, understandings or
relationships with respect to any securities of the Issuer,
including but not limited to the transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option
agreements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Stock Purchase Agreement dated August 10, 2004.
2. Amendment to Stock Purchase Agreement dated August 10,
2004.
3. Letter Agreement relating to Stock Purchase Agreement
dated August 5, 2004.
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SIGNATURE
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.
August 17, 2004
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Date
/s/ J. Steven Emerson
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Signature
J. Steven Emerson
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Name/Title
6
EXHIBIT INDEX
Exhibit
No. Description
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1. Stock Purchase Agreement dated August 10, 2004.
2. Amendment to Stock Purchase Agreement dated August 10, 2004.
3. Letter Agreement related to Stock Purchase Agreement dated
August 5, 2004.