UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
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)
December 19, 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 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(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 9 sequentially numbered pages
SCHEDULE 13D
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CUSIP NO. 019645407 PAGE 2 OF 9 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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7 SOLE VOTING POWER 250,000
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8 SHARED VOTING POWER 0
Number of Shares
Beneficially Owned by -------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 250,000
Person with
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
250,000
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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)
2.2%
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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 9 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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7 SOLE VOTING POWER 0
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8 SHARED VOTING POWER 0
Number of Shares
Beneficially Owned by -------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 0
Person with
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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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)
0.0%
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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 9 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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7 SOLE VOTING POWER 339,310
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8 SHARED VOTING POWER 0
Number of Shares
Beneficially Owned by -------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 339,310
Person with
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
339,310
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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)
2.9%
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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
SCHEDULE 13D
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CUSIP NO. 019645407 PAGE 5 OF 9 PAGES
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. 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 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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7 SOLE VOTING POWER 589,309
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8 SHARED VOTING POWER 0
Number of Shares
Beneficially Owned by -------------------------------------------------
Each Reporting 9 SOLE DISPOSITIVE POWER 589,309
Person with
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10 SHARED DISPOSITIVE POWER 0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
589,309
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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)
5.1%
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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. 2 TO SCHEDULE 13D
ALLIS-CHALMERS CORPORATION
This Amendment No. 2 to the Statement on Schedule 13D (the "Schedule 13D")
amends and supplements the Statement on Schedule 13D filed on September 16,
1992, as amended and supplemented by Amendment No. 1 to the Statement on
Schedule 13D relating to the event date of May 9, 2001 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
Item 1 is amended and restated in its entirety to read as follows:
Securities acquired: The Common Stock
Issuer: Allis-Chalmers Corporation (the "Issuer")
8150 Lawndale Avenue
Houston, TX 77012
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is amended and restated in its entirety to read as follows:
(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 39 North
Moore Street, Apt. 6B, New York, NY 10013. 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 Varsity Brands, Inc., formerly
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. ("AL-CH") was a Delaware limited partnership. A
Certificate of Cancellation of Limited Partnership of AL-CH was filed with the
Secretary of State of the State of Delaware on December 19, 2001. The general
partners of AL-CH, Q.E.N.
Page 6 of 9
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 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 4. PURPOSE OF TRANSACTION
Item 4 is amended and restated in its entirety to read as follows:
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 an Agreement and Plan of Merger dated May 9, 2001, a copy of
which is attached as an exhibit hereto (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 Certificate of Incorporation of the Issuer is amended
to authorize the issuance of such shares. On October 15, 2001, an Amended and
Restated Certificate of Incorporation of the Issuer (the "Amendment") was filed
with the Secretary of State of the State of Delaware, and the above-referenced
additional 9,600,000 shares of Common Stock were issued, including the 240,000
shares of Common Stock issued to RER Corp.
On October 15, 2001, the Issuer and Mr. Toboroff entered into a Stock
Option Agreement pursuant to which a stock option (the "Toboroff Option") to
purchase 500,000 shares of the Common Stock became exercisable. The Toboroff
Option was originally granted on May 31, 2001 but was not exercisable until the
Issuer filed the Amendment.
In December 2001, AL-CH effected the transfer of all of the shares of
Common Stock of the Issuer held by it to the partners of AL-CH, including the
89,310 shares transferred to Q.E.N. Inc. (a corporation controlled by Mr.
Nederlander), the 64,303 shares transferred to Leonard Toboroff P.C. Profit
Sharing Trust 002 and the 25,006 shares transferred to Lenny Corp. (a
corporation controlled by Mr. Toboroff). On December 19, 2001, a Certificate of
Cancellation of Limited Partnership of AL-CH was filed with the Secretary of
State of the State of Delaware. AL-CH no longer beneficially owns any shares of
Common Stock.
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
Page 7 of 9
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
Item 5 is amended and restated in its entirety to read as follows:
(a) and (b) As stated in Item 4 above, AL-CH no longer beneficially owns
any shares of Common Stock. The number of shares of Common Stock beneficially
owned by Mr. Nederlander includes: (i) the 250,000 shares of Common Stock held
by RER Corp. and (ii) the 89,310 shares of Common Stock held by Q.E.N. Inc.
Accordingly, Mr. Nederlander may be deemed to be the beneficial owner of 339,310
shares of Common Stock, or 2.9% 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) the 500,000 shares of Common Stock issuable upon exercise
of the Toboroff Option, (ii) the 64,303 shares held by Leonard Toboroff P.C.
Profit Sharing Trust 002 and the 25,006 shares held by Lenny Corp. Accordingly,
Mr. Toboroff may be deemed to be the beneficial owner of 589,309 shares of
Common Stock, or 5.1% 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 Securities Exchange Act of 1934, as
amended. The ownership of the Reporting Persons is based on 11,588,128
outstanding shares of Common Stock of the Issuer as of October 15, 2001.
(c) On October 15, 2001, 240,000 shares of Common Stock were issued to RER
Corp. pursuant to the Merger Agreement. In December 2001, AL-CH effected the
transfer of all of the shares of Common Stock of the Issuer held by it to the
partners of AL-CH, including the 89,310 shares transferred to Q.E.N. Inc., the
64,303 shares transferred to Leonard Toboroff P.C. Profit Sharing Trust 002 and
the 25,006 shares transferred to Lenny Corp.
(d) Not applicable.
(e) AL-CH and Nederlander ceased to be the beneficial owners of more than
five percent of the Common Stock on December 19, 2001 and will not be included
in future amendments of the Schedule 13D.
Page 8 of 9
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
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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
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Leonard Toboroff
President
/s/ Robert E. Nederlander
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Robert E. Nederlander
/s/ Leonard Toboroff
-----------------------------------------
Leonard Toboroff
Dated: December 20, 2001
Page 9 of 9