UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
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)
019 645 407
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(CUSIP Number)
Adam M. Fox, 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)
May 9, 2001
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of (Sections) 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 (Section) 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 ("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).
Page 1 of 11 sequentially numbered pages
Exhibit Index appears at sequentially numbered Page 10.
SCHEDULE 13D
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CUSIP NO. 019645407 PAGE 2 OF 11 PAGES
------------------------- -----------------------
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. 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)
SC
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5 CHECK BOX 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
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER 10,000
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 10,000
REPORTING --------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
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12 CHECK BOX 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)
0.01%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 019645407 PAGE 3 OF 11 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
AL-CH COMPANY, L.P.
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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)
WC
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5 CHECK BOX 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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NUMBER OF 7 SOLE VOTING POWER 0
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 407,251
OWNED BY ---------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING ---------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 407,251
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,251
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12 CHECK BOX 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)
20.5%
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14 TYPE OF REPORTING PERSON (See Instructions)
PN
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INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
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CUSIP NO. 019645407 PAGE 4 OF 11 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. 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 BOX 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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NUMBER OF 7 SOLE VOTING POWER 10,000
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 407,251
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 10,000
REPORTING ----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 407,251
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
417,251
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12 CHECK BOX 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)
21.0%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
--------------------------------------------------------------------------------
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
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CUSIP NO. 019645407 PAGE 5 OF 11 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
LEONARD TOBOROFF
-------------------------------------------------------------------------------
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 BOX 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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NUMBER OF 7 SOLE VOTING POWER 0
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 407,251
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING ----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 407,251
WITH
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
407,251
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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)
20.5%
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14 TYPE OF REPORTING PERSON (See Instructions)
IN
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INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
AMENDMENT NO. 1 TO SCHEDULE 13D
ALLIS-CHALMERS CORPORATION
This Amendment No. 1 to the Statement on Schedule 13D (the "Schedule 13D")
amends and supplements the Statement on Schedule 13D filed on September 16, 1992
by Robert E. Nederlander and Leonard Toboroff which relates to the common stock,
par value $.15 per share (the "Common Stock"), of Allis-Chalmers Corporation
(the "Issuer").
ITEM 1. SECURITY AND ISSUER
-------------------
Securities acquired: The Common Stock
Issuer: Allis-Chalmers Corporation (the "Issuer")
4180 Cherokee Drive
Milwaukee, WI 53045
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
(a) This Schedule 13D is being filed for RER Corp., AL-CH Company,
L.P., Robert E. Nederlander and Leonard Toboroff (collectively, the "Reporting
Persons").
(b) The principal address and/or office of Leonard Toboroff is c/o
Riddell Sports Inc., 1450 Broadway, Suite 2001, New York, NY 10018. The
principal address of all other Reporting Persons 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 he remained
solely a director.
Mr. Toboroff has been Vice President of Riddell Sports Inc. since
April 1988 and a Vice Chairman of the Board and an Executive Vice President of
the Issuer since May 1989.
RER Corp. is a Delaware corporation controlled by Mr. Nederlander.
AL-CH Company, L.P. is a Delaware limited partnership whose general
partners, Q.E.N., Inc., a Michigan corporation, and Lenny Corp., a Delaware
corporation, are controlled by Messrs. Nederlander and Toboroff, respectively.
(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
Page 6 of 11
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. RER Corp. is a Delaware corporation. AL-CH Company, L.P. is a Delaware
limited partnership.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
--------------------------
RER Corp. acquired its interest in the Common Stock pursuant to the
terms of an Agreement and Plan of Merger dated May 9, 2001, a copy of which is
attached as an exhibit hereto (the "Merger Agreement").
ITEM 4. PURPOSE OF TRANSACTION
----------------------
On May 9, 2001, OilQuip Rentals Inc., a Delaware corporation
("OilQuip"), was merged with and into Allis-Chalmers Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of the Issuer (the "Merger"),
pursuant to the terms of the Merger Agreement.
Pursuant to the Merger Agreement, the Issuer issued 400,000 shares of
Common Stock to the former stockholders of OilQuip (including 10,000 shares of
Common Stock issued to RER Corp.) and agreed to issue an additional 9,600,000
shares of Common Stock (including 240,000 shares of Common Stock to be issued to
RER Corp.) on the date (the "Amendment Date") the Certificate of Incorporation
of the Issuer is amended (the "Amendment") to authorize the issuance of such
shares. The shares to be issued to RER Corp. on the Amendment Date are not
reported in this Schedule 13D, as the Reporting Persons cannot currently
ascertain whether such shares will be issued within 60 days of the effective
date of the Merger.
In connection with the Merger, RER Corp. and AL-CH Company, L.P.
entered into an Agreement and Proxy pursuant to which each of the parties to the
agreement granted to Munawar Hidayatallah, the newly appointed President and
Chief Executive Officer of the Issuer, a proxy to vote all Common Stock owned by
them in favor of the Amendment and the election of directors, including Messrs.
Nederlander, Toboroff and Hidayatallah. The Agreement and Proxy will expire on
the Amendment Date.
Also in connection with the Merger, RER Corp. entered into a Share
Transfer Restriction Agreement, dated as of May 2, 2001, pursuant to which each
shareholder agreed not to transfer more than twenty percent (20%) of the Common
Stock received by each shareholder pursuant to the Merger Agreement within the
one year period immediately following the effective date of the Merger. On May
9, 2001, the Share Transfer Restriction Agreement was amended to release RER
Corp. as a party thereto.
In connection with the settlement of unfunded benefit liabilities and
the accumulated funding deficiencies related to the Allis-Chalmers Consolidated
Pension Plan in 1999, the Issuer, the Pension
Page 7 of 11
Benefit Guaranty Corporation (the "PBGC"), AL-CH Company, L.P., Wells Fargo
Bank, as trustee under that certain Amended and Restated Retiree Health Trust
Agreement for UAW Retired Employees of the Issuer, and Firstar Trust Company, as
trustee under that certain Amended and Restated Retiree Health Trust Agreement
for Non-UAW Retired Employees of the Issuer, entered into a Lock-Up Agreement,
dated as of March 31, 1999 (the "Lock-Up Agreement"). The Lock-Up Agreement
governed the transfer and disposition of shares of Common Stock and the voting
of such shares, as well as granted the PBGC a right of sale of its shares prior
to AL-CH Company, L.P., the UAW Trust and the Non-UAW Trust. The Lock-Up
Agreement also contained a voting component. Each party to the Lock-Up Agreement
agreed to vote all shares of Common Stock held by such party (i) in favor of
certain specified amendments to the Issuer's certificate of incorporation, (ii)
for the election of the persons designated by the PBGC to serve on the Issuer's
board of directors and (iii) in favor of the election of the Issuer's directors
who are committed to cause, and who do cause, one designee of the PBGC to be
appointed to the nominating committee of the Issuer's board of directors and one
designee of the PBGC to be appointed as the chairman of the compensation
committee of the Issuer's board of directors. Further, each party to the Lock-Up
Agreement further agreed not to vote its shares of Common Stock or take any
other action to amend the Issuer's certificate of incorporation or by-laws in a
manner that is inconsistent with, or in breach of the agreement between the
Issuer and the PBGC. In connection with the Merger, AL-CH Company, L.P. entered
into a Termination Agreement, pursuant to which the Lock-Up Agreement was
terminated.
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 be subject
to the Agreement and Proxy and the Share Transfer Restriction Agreement, and
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) Messrs. Nederlander and Toboroff, as presidents of the two
general partners of AL-CH Company, L.P., have the shared power to vote and to
direct the voting of and the shared power to dispose and direct the disposition
of the 407,251 shares of Common Stock held by AL-CH Company. L.P. Mr.
Nederlander, as president of RER Corp. may be deemed to have the power to vote
Page 8 of 11
and to direct the voting of and the power to dispose and direct the disposition
of the 10,000 shares of Common Stock held by RER Corp. In addition, as president
of RER Corp., Mr. Nederlander will have the power to vote and to direct the
voting of and the power to dispose and direct the disposition of the 240,000
shares of Common Stock to be received by RER Corp, on the Amendment Date.
Accordingly, Mr. Nederlander may be deemed to be the beneficial owner of 417,251
shares of Common Stock, or 21.0% of the outstanding shares of Common Stock as of
the date hereof, and may be deemed the beneficial owner of 657,251 shares of
Common Stock, or 5.7% of the outstanding shares of Common Stock as of the
Amendment Date. Mr. Toboroff may be deemed to be the beneficial owner of 407,251
shares of Common Stock, or 20.5% 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 Securities Exchange Act of
1934, as amended. The ownership of the Reporting Persons is based on 1,988,128
outstanding shares of Common Stock of the Issuer as of May 9, 2001, as reported
in the Issuer's Current Report on Form 8-K dated May 15, 2001.
(c) On May 9, 2001, RER Corp. acquired 10,000 shares of Common Stock,
together with the right to acquire 240,000 shares of Common Stock on the
Amendment Date, in exchange for RER Corp.'s securities in Oil Quip.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
------------------------------------------------------------------------
SECURITIES OF THE ISSUER.
-------------------------
In connection with the Merger, RER Corp. and AL-CH Company, L.P.
entered into an Agreement and Proxy pursuant to which each of the parties to the
agreement granted to Munawar Hidayatallah, the newly appointed President and
Chief Executive Officer of the Issuer, a proxy to vote all Common Stock owned by
them in favor of the Amendment and the election of directors, including Messrs.
Nederlander, Toboroff and Hidayatallah. The Agreement and Proxy will expire on
the Amendment Date.
Also in connection with the Merger, RER Corp. entered into a Share
Transfer Restriction Agreement, dated as of May 2, 2001, pursuant to which each
shareholder agreed not to transfer more than twenty percent (20%) of the Common
Stock received by each shareholder pursuant to the Merger Agreement within the
one year period immediately following the effective date of the Merger. On May
9, 2001, the Share Transfer Restriction Agreement was amended to release RER
Corp. as a party thereto.
In connection with the settlement of unfunded benefit liabilities and
the accumulated funding deficiencies related to the Allis-Chalmers Consolidated
Pension Plan in 1999, the Issuer, the PBGC, AL-CH Company, L.P., Wells Fargo
Bank, as trustee under that certain Amended and Restated Retiree Health Trust
Agreement for UAW Retired
Page 9 of 11
Employees of the Issuer, and Firstar Trust Company, as trustee under that
certain Amended and Restated Retiree Health Trust Agreement for Non-UAW Retired
Employees of the Issuer, entered into the Lock-Up Agreement. The Lock-Up
Agreement governed the transfer and disposition of shares of Common Stock and
the voting of such shares, as well as granted the PBGC a right of sale of its
shares prior to AL-CH Company, L.P., the UAW Trust and the Non-UAW Trust. The
Lock-Up Agreement also contained a voting component. Each party to the Lock-Up
Agreement agreed to vote all shares of Common Stock held by such party (i) in
favor of certain specified amendments to the Issuer's certificate of
incorporation, (ii) for the election of the persons designated by the PBGC to
serve on the Issuer's board of directors and (iii) in favor of the election of
the Issuer's directors who are committed to cause, and who do cause, one
designee of the PBGC to be appointed to the nominating committee of the Issuer's
board of directors and one designee of the PBGC to be appointed as the chairman
of the compensation committee of the Issuer's board of directors. Further, each
party to the Lock-Up Agreement further agreed not to vote its shares of Common
Stock or take any other action to amend the Issuer's certificate of
incorporation or by-laws in a manner that is inconsistent with, or in breach of
the agreement between the Issuer and the PBGC. In connection with the Merger,
AL-CH Company, L.P. entered into a Termination Agreement, pursuant to which the
Lock-Up Agreement was terminated.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
--------------------------------
1. Agreement and Plan of Merger dated May 9, 2001, by and among Allis-Chalmers
Corporation, Allis-Chalmers Acquisition, Corp. and OilQuip Rentals Inc.
2. Agreement and Proxy dated May 9, 2001, by and among the Pension Benefit
Guarantee Corporation, AL-CH Company, L.P., Saeed Shiekh, Munawar
Hidayatallah, Colebrooke Investments, Inc., Jeffrey R. Freeman, RER Corp.,
Howard S. Lorch and Jamie C. Lorch and John L. Palazzola, as amended by a
side letter effective May 9, 2001.
3. Share Transfer Restriction Agreement dated May 2, 2001 by and among the
Pension Benefit Guarantee Corporation, AL-CH Company, L.P., Saeed Shiekh,
Munawar Hidayatallah, Colebrooke Investments, Inc., Jeffrey R. Freeman, RER
Corp., Howard S. Lorch and Jamie C. Lorch and John L. Palazzola, as amended
by a side letter effective May 9, 2001.
4. Termination Agreement, dated May 9, 2001, by and among Allis-Chalmers
Corporation, the Pension Benefit Guaranty Corporation, AL-CH Company, L.P.,
Wells Fargo Bank, as trustee under that certain Amended and Restated
Retiree Health Trust Agreement for UAW Retired Employees of Allis-Chalmers
Corporation, and Firstar Trust Company, as trustee under that certain
Amended and Restated Retiree Health Trust Agreement for non-UAW Retired
Employees of Allis-Chalmers Corporation.
5. Agreement of Joint Filing.
Page 10 of 11
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.
RER CORP.
By: /s/ Robert E. Nederlander
-------------------------
Robert E. Nederlander
President
AL-CH COMPANY, L.P.
By: Q.E.N., Inc., its general partner
By: /s/ Robert E. Nederlander
-------------------------
Robert E. Nederlander
President
and
By: Lenny Corp., its general partner
By: /s/ Leonard Toboroff
--------------------
Leonard Toboroff
President
/s/ Robert E. Nederlander
---------------------------------------
Robert E. Nederlander
/s/ Leonard Toboroff
---------------------------------------
Leonard Toboroff
Dated: May 21, 2001
Page 11 of 11