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): SEPTEMBER 1, 2005
ALLIS-CHALMERS ENERGY INC.
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(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 Company 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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 1, 2005, the Company's subsidiary Allis-Chalmers Tubular Services,
Inc., formerly known as Jens' Oil Field Service, Inc. acquired from Patterson
Services, Inc., a subsidiary of RPC, Inc. ("RPC") certain casing and tubing
assets, for $15,683,116 in cash. The assets acquired consist of hammers, casing,
casing torque turn equipment, trucks, elevators, drive pipe and laydown
equipment used in the oil service industry.
SECTION 2 - FINANCIAL INFORMATION
ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
The Company through it's wholly owned subsidiary Allis-Chalmers Tubular
Services, Inc., formerly known as Jens' Oil Field Service, Inc., acquired the
casing and tubing assets of RPC. (Please see Item 1.01 above). The Company paid
RPC $15,683,116 in cash for approximately 10,000 pieces of equipment consisting
of casing and tubing equipment, hammers, casing torque turn, elevators, laydown
machines, trucks, drive pipe and certain inventory and disposable items used in
the oil service industry for casing and tubing operations. The assets acquired
are only used in casing and tubing operations in the oil service industry.
The Company believes that the acquisition of the assets does not constitute a
business in accordance with SEC regulations. The Company did not acquire any
books, records, accounts receivable or assume any liabilities of RPC. The
Company also did not acquire any customer lists or customer contracts. The
Company currently markets its casing and tubing services to many of the same
customers as RPC did for its casing and tubing services. The equipment acquired
is 5-15 years old and will be depreciated by the Company over 3-15 years. The
Company intends to utilize the equipment acquired to expand its casing and
tubing operations into Louisiana, the offshore Gulf of Mexico and east Texas and
increase its equipment capability by deploying assets in existing locations in
south Texas and Mexico. Currently the Company operates in south Texas and
Mexico. The Company will integrate the assets and employees into the Company's
current operations and expand geographically. Based on the foregoing, the
Company believes that the assets do not constitute a "business" in accordance
with SEC regulations. Accordingly, the Company will not provide historical or
proforma financial information on the acquired assets.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Description
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10.44 Asset Purchase Agreement dated September 1, 2005
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 ENERGY INC.
/S/ VICTOR M. PEREZ
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BY: VICTOR M. PEREZ
CHIEF FINANCIAL OFFICER
DATE: SEPTEMBER 6, 2005