SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 10, 2004
ALLIS-CHALMERS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-2199
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER)
OF INCORPORATION)
39-0126090
(I.R.S. EMPLOYER IDENTIFICATION NO.)
5075 WESTHEIMER, SUITE 890
HOUSTON, TEXAS 77056
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (713) 369-0550
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[ ] Written Communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the exchange
ct (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On November 10, 2004, the Company's subsidiary, AirComp LLC, entered into an
Asset Purchase Agreement with Diamond Air Drilling Services, Inc., a Texas
corporation and Marquis Bit Co., L.L.C., a New Mexico limited liability company,
Greg Hawley, Tammy Hawley, Clay Wilson and Linda Wilson, relating to the
acquisition of assets described it Item 2.01.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.
The Company on November 10, 2004 through its subsidiary, AirComp L.L.C.,
acquired substantially all the assets of Diamond Air Drilling Services, Inc. and
Marquis Bit Co., L.L.C. (collectively "Diamond Air") for $4,600,000, and the
assumption of approximately $450,000 in liabilities of Diamond Air. AirComp
L.L.C. is owned 55% by the Company and 45% by M-I L.L.C. The Company and M-I
L.L.C. contributed $2,530,000 and $2,070,000, respectively, to the equity of
AirComp L.L.C. in order to purchase Diamond Air's assets.
The Diamond Air assets purchased consist of air hammers, hammer bits and
products, accounts receivable, equipment and rolling stock utilized in the air
drilling business. Diamond Air manufactures its own hammer bits. Diamond Air's
air hammers and hammer bits will complement and add to AirComp's offering of
products and services and enhance its ability to offer packaged pricing. Diamond
Air had revenues of approximately $4.0 million and $5.5 million for the seven
months ended July 31, 2004 and for the twelve months ended December 31, 2003,
respectively. Greg Hawley, President of Diamond Air will continue with AirComp
as head of the Diamond Air Drilling division of AirComp.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
The Company will file the financial statements required by this Item
9.01 not later than 60 days after the date this initial report on Form 8-K is
due.
(b) Pro Forma Financial Information.
The Company will file the pro forma financial statements required by
this Item 9.01 not later than 60 days after the date this initial report on Form
8-K is due.
(c) Exhibits.
10.61 Asset Purchase Agreement dated November 10,2004 by and among
AIRCOMP L.L.C., a Delaware limited liability company, DIAMOND AIR DRILLING
SERVICES, INC., a Texas corporation and MARQUIS BIT CO., L.L.C., a New Mexico
limited liability company, GREG HAWLEY and TAMMY HAWLEY, residents of Texas and
CLAY WILSON and LINDA WILSON, residents of New Mexico.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALLIS-CHALMERS CORPORATION
By: /s/ Munawar H. Hidayatallah
---------------------------
Munawar H. Hidayatallah
Chief Executive Officer
and Chairman
Date: November 15, 2004
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