UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ALLIS-CHALMERS CORPORATION
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
019645 506
(CUSIP Number)
Joseph P. Bartlett, Esq.
Greenberg Glusker Fields Claman Machtinger & Kinsella LLP
1900 Avenue of the Stars, Suite 2100
Los Angeles, California 90067
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 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 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. 019645506 Page 2 of 8 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 675,594
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY None
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 675,594
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
675,594
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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)
5.2%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 019645506 Page 3 of 8 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 655,595
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY None
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 655,595
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
655,595
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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)
5.0%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 019645506 Page 4 of 8 pages
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Leonard Toboroff P.C. Profit Sharing Trust 002
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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 42,860
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY None
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 42,860
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
None
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
42,860
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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)
0.3%
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14. Type of Reporting Person (See Instructions)
OO
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CUSIP No. 019645506 Page 5 of 8 pages
SCHEDULE 13D
ALLIS-CHALMERS CORPORATION
Certain of the shares covered by this Schedule 13D Statement (this "Schedule
13D") were previously reported (a) 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") and (b) in
a "group" Schedule 13D Statement filed on April 13, 2004 by Robert E.
Nederlander and Leonard Toboroff, among others (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 and the Leonard Toboroff P.C. Profit Sharing Trust 002 (the "Toboroff
Trust") (collectively, the "Reporting Persons").
(b) The principal address and/or office of Leonard Toboroff and the Toboroff
Trust is 39 North Moore Street, Apt. 6B, New York, NY 10013. The principal
address and/or office of RER Corp. and Robert E. Nederlander is c/o Nederlander
Company L.L.C., 1450 Broadway, 20th Floor, New York, NY 10018.
(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 has served as 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 is currently a consultant to the Company. Mr.
Toboroff has been a practicing attorney continuously since 1961.
The Toboroff Trust is a trust whose sole trustee and sole beneficiary is Leonard
Toboroff.
(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 and Mr. Toboroff is a United States citizen. The
Toboroff Trust is a 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 prior to November 18, 2004 are described in the Original Schedule 13D.
On November 18, 2004, Robert E. Nederlander and the Toboroff Trust purchased
100,000 shares and 30,000 shares, respectively, of the Common Stock from Energy
Spectrum Partners LP. On December 23, 2004, Robert E. Nederlander and Leonard
Toboroff each purchased 30,000 shares of Common Stock from Energy Spectrum
Partners LP. The purchase price for all purchased shares was $3.00 per share.
The source of funds was personal funds.
CUSIP No. 019645506 Page 6 of 8 pages
ITEM 4. PURPOSE OF TRANSACTION
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.
In connection with the acquisition of securities in April 2004, as described in
the Original Schedule 13D, the Reporting Persons and others 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 four persons nominated by other stockholders of the
Issuer and two persons nominated by the a group that includes the Reporting
Persons. In addition, the parties to the Stockholders Agreement 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
Partners LP, the Issuer will retain an investment banking firm to identify
candidates for a transaction involving the sale of the Issuer or its assets. A
more complete description of the rights and obligations of the parties is set
forth in the Stockholders Agreement, a copy of which is attached as an exhibit
to this Schedule 13D and incorporated herein by reference. In addition to the
foregoing, the Issuer and the parties to the Stockholders Agreement entered into
a registration rights agreement with Issuer and other parties named therein
dated April 2, 2004, pursuant to which the parties were granted certain
registration rights with respect to the Common Stock owned or to be owned by
such parties.
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 Schedule 13D, 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) 256,666 shares of Common Stock held by RER Corp., a
Michigan corporation controlled by Mr. Nederlander, (ii) 17,862 shares of Common
Stock held by Q.E.N. Inc., a New York corporation controlled by Mr. Nederlander,
(iii) 266,666 shares of Common Stock issuable upon exercise of a warrant issued
to RER Corp. that is currently exercisable, (iv) 132,000 shares of Common Stock
held by Mr. Nederlander (v) 2,400 shares of Common Stock issuable upon exercise
of options issued to Mr. Nederlander that are currently exercisable, and (vi)
6,766,813 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 described in the Original Schedule 13D.
Mr. Nederlander disclaims beneficial ownership of the Common Stock deemed
to be beneficially owned by Mr. Nederlander as a result of the Stockholders
Agreement. Accordingly, based upon the foregoing, Mr. Nederlander may be deemed
to be the beneficial owner of only 675,594 shares of Common Stock, or 5.2% 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) 102,400 shares of Common Stock issuable to Mr. Toboroff upon
exercise of options issued by the Issuer that are currently exercisable, (ii)
42,860 shares held by Leonard Toboroff P.C. Profit Sharing Trust 002, a trust of
which Mr. Toboroff is the sole trustee and sole beneficiary (iii) 5,001 shares
held by Lenny Corp., a corporation controlled by Mr. Toboroff, (iv) 266,666
shares of Common Stock issuable upon exercise of a warrant issued to Mr.
Toboroff that is currently exercisable, (v) 238,666 shares of Common Stock owned
by Mr. Toboroff, and (vi) 6,786,814 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 655,595 shares of Common Stock, or
5.0% of the outstanding shares of Common Stock as of the date hereof.
CUSIP No. 019645506 Page 7 of 8 pages
The number of shares held by the Toboroff Trust include 42,860 shares owned
directly by the Toboroff Trust. The Toboroff Trust may also be deemed to own
7,399,547 shares of Common Stock pursuant to Rule 13d-3 of the Securities and
Exchange Commission as a result of being a party to the Stockholders Agreement.
The Toboroff Trust disclaims beneficial ownership of the Common Stock deemed to
be beneficially owned by the Toboroff Trust as a result of being a party to the
Stockholders Agreement. Accordingly, based upon the foregoing, the Toboroff
Trust may be deemed to be the beneficial owner of only 42,860 shares of Common
Stock, or 0.3% 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 13,041,231 outstanding shares of Common Stock of the Issuer as of
the date hereof, 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:
Mr. Toboroff, Mr. Nederlander, the Toboroff Trust and others are parties to the
Stockholders Agreement, the Registration Rights Agreement and the Purchase
Agreement described in the Original Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 7.1: Stock Purchase Agreement dated November 29, 2004, by and among
Robert E. Nederlander, the Leonard Toboroff P.C. Profit Sharing Trust 002 and
Energy Spectrum Partners LP.
Exhibit 7.2: Stock Purchase Agreement dated December 22, 2004, by and among
Robert E. Nederlander, Leonard Toboroff and Energy Spectrum Partners LP.
Exhibit 7.3: Stockholders Agreement dated April 2, 2004 by and among Robert E.
Nederlander, Leonard Toboroff and others.
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.
LEONARD TOBOROFF P.C. PROFIT SHARING TRUST 002
BY: /S/ LEONARD TOBOROFF
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LEONARD TOBOROFF, TRUSTEE
/S/ ROBERT E. NEDERLANDER
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ROBERT E. NEDERLANDER
/S/ LEONARD TOBOROFF
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LEONARD TOBOROFF
DATED: JANUARY 3, 2005
CUSIP No. 019645506 Page 8 of 8 pages
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 3rd day
of January, 2005.
LEONARD TOBOROFF P.C. PROFIT SHARING TRUST 002
BY: /S/ LEONARD TOBOROFF
----------------------------------
LEONARD TOBOROFF, TRUSTEE
/S/ ROBERT E. NEDERLANDER
----------------------------------
ROBERT E. NEDERLANDER
/S/ LEONARD TOBOROFF
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LEONARD TOBOROFF