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 15, 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.
The Company's subsidiary, AirComp L.L.C. ("AirComp"), on November 15, 2004
entered into an Amended and Restated Credit Agreement ("Credit Agreement") with
Wells Fargo Bank, National Association ("Bank") whereby AirComp increased its
line of credit from $1,000,000 to $3,500,000, increased its term loan from
$6,571,429 to $7,061,062 by adding the $490,000 amount outstanding under the
existing delayed draw facility to the term loan. The $1,000,000 delayed draw
term loan was increased to $1,500,000 and its availability was extended to
December 31, 2005 from December 31, 2004. Repayment of the term loan remains
unchanged at $286,000 per quarter, plus interest, with a maturity at June 27,
2007. The interest rate for the term loan is a floating interest rate based on
either prime rate or the plus a margin. Repayment of the delayed draw term loan
will be in equal quarterly principal payments equal to 5.0% of amounts
outstanding, plus interest, as of December 31, 2005, beginning March 31, 2006
with a final maturity of June 27, 2007. The interest rate for the credit
facilities is a floating rate based on either the prime rate or the London
interbank offered rate ("LIBOR") plus a margin. Borrowings under the line of
credit are subject to a borrowing base consisting of eligible accounts
receivable. The Credit Agreement contains customary events of default and
covenants which are substantially similar to the existing facilities and also
limits AirComp's ability to incur additional indebtedness, make capital
expenditures, pay dividends or make distributions, create liens and sell assets.
Both the Company (we guarantee 55% only) and Mountain Compressed Air, inc., a
subsidiary of the Company, are guarantors of the debt under the Credit
Agreement. In addition, M-I L.L.C. has guaranteed the lesser of (i) $3,900,000,
or (ii) 45% of the debt of AirComp to the Bank. AirComp L.L.C. is owned 55% by
the Company and 45% by M-I L.L.C., a company jointly owned by Smith
International, Inc. and Schlumberger Limited.
Item 9.01 Financial Statements and Exhibits
(a) Exhibit 10.63 Amended and Restated Credit Agreement
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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
/s/ Victor M. Perez
---------------------------
By: Victor M. Perez
Chief Financial Officer
Date: November 19, 2004
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