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): DECEMBER 7, 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 Act (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.
On December 7, 2004, we entered into amended credit facilities with Wells Fargo
Credit, Inc. which replaced credit facilities maintained by Allis-Chalmers
Corporation, and its subsidiaries Jens' Oilfield Service, Inc. and Strata
Directional Technology, Inc. with Wells Fargo Credit, Inc. and with Wells Fargo
Energy Capital, Inc. The credit agreement governing The facilities was entered
into by Allis-Chalmers, Jens', Strata and our New Safco subsidiary, and is
guaranteed by our MCA and OilQuip subsidiaries. The new facilities include:
* A $10.0 million revolving line of credit to replace and increase the existing
lines of credit at Jens' of $1.0 million and at Strata of $4.0 million.
Borrowings are subject to a borrowing base based on eligible accounts
receivables, as defined.
* A term loan in the amount of $6.3 million to be repaid in equal monthly
installments based on a five-year repayment schedule. Proceeds of the term loan
were used to prepay the term loan owed by our Jens' subsidiary and to prepay our
12% $2.3 million subordinated note and retire its related warrants.
* A $6.0 million capital expenditure and acquisition line of credit. Borrowings
under this facility are required to be repaid monthly based on a four-year
repayment schedule after a one year interest only availability period.
Availability of this capital expenditure term loan facility is subject to
security acceptable to the lender in the form of equipment or other acquired
collateral.
The new credit facility is due and payable December 31, 2007 and is secured by
liens on substantially all our assets. The agreement governing these credit
facilities contains customary events of default and financial covenants. It also
limits our ability to incur additional indebtedness, make capital expenditures,
pay dividends or make other distributions, create liens, and sell assets. The
interest rate payable on borrowings is based on the prime rate plus a margin.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICER.
On December 7, 2004, Saeed Sheikh resigned as a director and member of the
Company's Compensation Committee. Mr. Sheikh advised the Company that other
business commitments would prevent him from continuing to serve as a director.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit 10.62 Amended and Restated Credit and Security Agreement
and related agreements by and among Allis-Chalmers
Corporation, Strata Directional Technology, Inc.,
Jens' Oil Field Service, Inc., and Safco-Oil Field
Products, Inc. and Wells Fargo Credit, Inc., dated
December 7, 2004
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: DECEMBER 13, 2004
Exhibit Index
Exhibit No. Description
- ----------------------- ----------------------------------------------------
10.62 Amended and Restated Credit and Security Agreement
and related agreements by and among Allis-Chalmers
Corporation, Strata Directional Technology, Inc.,
Jens' Oil Field Service, Inc., and Safco-Oil Field
Products, Inc. and Wells Fargo Credit, Inc., dated
December 7, 2004