SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 9, 2001
ALLIS-CHALMERS CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-2199 33-0126090
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
4180 Cherokee Drive, Brookfield, Wisconsin 53045
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (262) 781-7155
Not Applicable
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(Former Name or Former Address, if Changed since Last Report)
ITEM 1. CHANGE IN CONTROL
On May 9, 2001, we completed a transaction pursuant to which our
wholly-owned subsidiary, Allis-Chalmers Acquisition Corp., merged with and into
OilQuip Rentals, Inc., a Delaware Corporation ("OilQuip") in accordance with an
Agreement and Plan of Merger dated as of May 9, 2001, a copy of which is
attached hereto as Exhibit 2.1 and is incorporated herein by this reference.
Pursuant to the Merger Agreement, we agreed to issue 10,000,000 shares (the
"Merger Shares") of our common stock to the former shareholders of OilQuip.
400,000 shares were issued on the effective date of the Merger, and we agreed to
issue an additional 9,600,000 shares on the date we amend our certificate of
incorporation to authorize the issuance of such shares. When issued, the Merger
Shares will constitute approximately 86% of our outstanding common stock.
Shareholders owning approximately 70% of our outstanding common stock have
granted proxies in favor of the amendment to our certificate of incorporation to
authorize the issuance of the Merger Shares.
OilQuip is engaged in the gas exploration equipment rental business.
Our press release announcing completion of the acquisition is included
herein as Exhibit 99.3.
Upon issuance of all Merger Shares, the largest shareholder of OilQuip,
Munawar H. Hidayatallah, who has been appointed as our President, Chief
Executive Officer and Chairman of the Board, will own approximately 38% of our
outstanding common stock. Upon issuance of all Merger Shares, Colebrooke
Investments Limited will own approximately 29% of our outstanding common stock.
Colebrooke Investments Limited is a Guernsey company.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
The financial information required by this item will be filed by
amendment within 60 days of May 21,2001.
(b) Pro forma financial information.
The financial information required by this item will be filed by
amendment within 60 days of May 21, 2001.
(c) Exhibits.
2.1 Agreement and Plan of Merger by and among Allis-Chalmers
Corporation, Allis-Chalmers Acquisition Corp., and OilQuip
Rentals, Inc. dated as of May 9, 2001.
99.1 Letter Agreement between Allis-Chalmers Corporation and the
Pension Benefit Guaranty Corporation dated as of May 9, 2001.
99.2 Termination Agreement by and among Allis-Chalmers Corporation, the
Pension Benefit Guaranty Corporation and others dated as of May 9, 2001.
99.3 Press Release, dated May 10, 2001, of Allis-Chalmers Corporation.
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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,
a Delaware corporation
May 14, 2001 By: /s/ Munawar H. Hidayatallah
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Munawar H. Hidayatallah
Chief Executive Officer
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EXHIBIT INDEX
No. Description
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2.1 Agreement and Plan of Merger by and among Allis-Chalmers
Corporation, Allis-Chalmers Acquisition Corp., and OilQuip
Rentals, Inc. dated as of May 9, 2001.
99.1 Letter Agreement between Allis-Chalmers Corporation and the
Pension Benefit Guaranty Corporation dated as of May 9, 2001.
99.2 Termination Agreement by and among Allis-Chalmers Corporation,
the Pension Benefit Guaranty Corporation and others dated as of
May 9, 2001.
99.3 Press Release, dated May 10, 2001, of Allis-Chalmers
Corporation.
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