UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Allis-Chalmers Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
019645407
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(CUSIP Number)
Joseph P. Bartlett, Esq.
Spolin Silverman Cohen & Bartlett LLP
1620 26th Street, Suite 2000 North
Santa Monica, California 90404
(310) 586 - 2400
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 9, 2001
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(Date of Event which Requires Filing of this Statement)
If the Reporting Person has previously filed a statement on Schedule 13G to
report the acquisition that 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 (Section) 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).
CUSIP No. 019645407 Page No: 3
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Colebrooke Investments Limited
(2) Check the Appropriate Box if a
Member of a Group (See Instructions) (A) | |
(B) |X|
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
Guernsey
---------------------------- (7) Sole Voting Power
3,200,000 See Item 5
Number of Shares
Beneficially Owned (8) Shared Voting Power
by Each Reporting 175,000 See Item 5
Person With
(9) Sole Dispositive Power
3,375,000 See Item 5
(10) Shared Dispositive Power
0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
9,992,351 See Item 5
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11)
86.2% See Item 5
(14) Type of Reporting Person (See Instructions)
OO
CUSIP No. 019645407 CUSIP No. 019645407 Page No: 4
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Jupiter Trust
(2) Check the Appropriate Box if a
Member of a Group (See Instructions) (A) | |
(B) |X|
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
Guernsey
---------------------------- (7) Sole Voting Power
3,200,000 See Item 5
Number of Shares
Beneficially Owned (8) Shared Voting Power
by Each Reporting 175,000 See Item 5
Person With
(9) Sole Dispositive Power
3,375,000 See Item 5
(10) Shared Dispositive Power
0
----------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
9,992,351 See Item 5
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11)
86.2% See Item 5
(14) Type of Reporting Person (See Instructions)
OO
CUSIP No. 019645407 SCHEDULE 13D Page No: 5
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Ansbacher Trust Company
(2) Check the Appropriate Box if a
Member of a Group (See Instructions) (A) | |
(B) |X|
(3) SEC Use Only
(4) Source of Funds (See Instructions)
See Item 3.
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e) |_|
(6) Citizenship or Place of Organization
Guernsey
---------------------------- (7) Sole Voting Power
3,200,000 See Item 5
Number of Shares
Beneficially Owned (8) Shared Voting Power
by Each Reporting 175,000 See Item 5
Person With
(9) Sole Dispositive Power
3,375,000 See Item 5
(10) Shared Dispositive Power
0
----------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
9,992,351 See Item 5
(12) Check if the Aggregate Amount in Row (11)
Excludes Certain Shares (See Instructions) |_|
(13) Percent of Class Represented by Amount in Row (11)
86.2% See Item 5
(14) Type of Reporting Person (See Instructions)
OO
CUSIP No. 019645407 SCHEDULE 13D Page No: 6
Item 1. Security and Issuer
The Schedule 13D is filed with the Securities and Exchange Commission (the
"Commission") on May 21, 2001 with respect to shares of common stock of
Allis-Chalmers Corporation ("Issuer").
Allis-Chalmers Corporation
4180 Cherokee Drive
Milwaukee, Wisconsin 53045
Item 2. Identity and Background
The name and business address of each Reporting Person is as follows:
Colebrooke Investments Limited
P.O. Box 79, La Plaiderie House
St. Peter Port, Guernsey GY13DQ
Jupiter Trust
P.O. Box 79, La Plaiderie House
St. Peter Port, Guernsey GY13DQ
Ansbacher Trust Company
PO Box 79, La Plaiderie House
St. Peter Port, Guernsey GY13DQ
The principal business of each Reporting Person is as follows:
Colebrooke Investments Limited ("Colebrooke") is a limited company
organized under the laws of Guernsey. The principal business of Colebrooke is to
invest in securiteies. Current information regarding the identity and background
of the director of Colebrooke is set forth in Annex A hereto, which is
incorporated by reference herein in response to this Item 2. Jupiter Trust and
the Ansbacher Trust Company are trusts organized under the laws of Guernsey.
The Reporting Persons disclaim beneficial ownership of the Securities
reported as beneficially owned by the Reporting Persons herein other than the
securities owned directly by such persons.
None of the Reporting Persons and none of the partners, directors,
executive officers or stockholders of the Reporting Persons has, during the last
five years, (i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) 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, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.
CUSIP No. 019645407 Page No: 7
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons acquired their interest in the common stock of
the Issuer (the "Common Stock") pursuant to the terms of an Agreement
and Plan of Merger dated May 9, 2001, a copy of which is attached as
Exhibit "1" hereto (the "Merger Agreement").
Item 4. Purpose of Transaction
On May 9, 2001, OilQuip Rentals, Inc., a Delaware Corporation
("OilQuip"), was merged with and into Allis-Chalmers Acquisitions
Co., a Delaware Corporation, and a wholly owned subsidiary of the
Issuer (the "Merger"). The purpose of the Merger was to combine the
operations of OilQuip and the Issuer. OilQuip, through its subsidiary
Mountain Compressed Air, Inc., provides air drilling services for the
exploration and production of natural gas in the United States. Prior
to the Merger, the Issuer operated one active subsidiary, Houston
Dynamic Service, Inc., an equipment repair and remanufacture facility
located in Houston, Texas. The Issuer has publicly announced its
intention to investigate acquisition opportunities in the natural gas
exploration and drilling industry and its intent to use Houston
Dynamic Service as a centralized fabrication and machining facility
for its operations. The Reporting Persons owned 87.5% of the common
stock of OilQuip.
Prior to the Merger the Issuer had outstanding 1,588,128
shares of Common Stock. Pursuant to the Merger Agreement, the Issuer
issued 135,000 shares of Common Stock to the Reporting Persons and
agreed to issue an additional 3,240,000 shares on the date (the
"Amendment Date") the Certificate of Incorporation of the Issuer is
amended (the "Amendment") to authorize the issuance of such shares.
The Issuer has agreed to use its best efforts to effect the Amendment
at the earliest practical date.
Pursuant to the Merger Agreement, all but four of the existing
directors of the Issuer resigned and Mr. Munawar Hidayatallah, Mr.
Saeed M. Sheikh and Professor Philip David were appointed as
directors of the Issuer. In addition, Mr. Hidayatallah was appointed
Chairman of the Board of Directors, President and Chief Executive
Officer of the Issuer.
The Reporting Persons acquired the shares of Common Stock as
an investment. Each of the Reporting Persons may seek to acquire
additional shares of Common 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. Alternatively, each of the
Reporting Persons may in the future determine to dispose of all or a
portion of the shares of Common Stock held by it or him depending
upon, among other things, the then market price for the Common Stock.
Such sales may be made in transactions in the open market or in
privately negotiated transactions.
CUSIP No. 019645407 Page No: 8
Except as set forth in this Item 4, none of the Reporting
Persons has any current plans or proposals which relate to or would
result in (a) an extraordinary corporate transaction, such as a
Merger, reorganization or liquidation of The Issuer or any of its
subsidiaries; (b) the sale or transfer of a material amount of assets
of The Issuer or any of its subsidiaries; (c) any change in the
Issuer's present Board of Directors or management; (d) any material
change in the present capitalization or dividend policy of the
Issuer; (e) any other major change in the Issuer's business or
corporate structure; (f) any change in the Issuer's charter or
by-laws that might impede the acquisition or control of the Issuer by
any person; (g) the delisting of a class of the Issuer's securities
on a national securities exchange; (h) the termination of
registration pursuant to Section 12(g)(4) of the Exchange Act of a
class of the Issuer's equity securities; or (i) any action similar to
any of those enumerated above. However, as indicated above, each of
the Reporting Persons intends continuously to review its investment
in the Issuer. Depending upon the results of such continuing review
and other Factors, each of the Reporting Persons reserves the right
to propose, take or seek to cause the Issuer to take one or more of
the transactions described in this paragraph.
Item 5. Interest in Securities of the Issuer
As described in Item 4, on the effective date of the Merger,
the Issuer issued to Colebrooke 135,000 shares of the Common Stock,
and agreed to issue to Colebrooke an additional 3,240,000 immediately
following the Amendment Date described in Item 4.
Colebrooke has the sole power to dispose of the Common Stock
currently owned by Colebrooke, as well as the Common Stock to be
issued to Colebrooke on the Amendment Date, subject to the
requirements of the Share Transfer Restriction Agreement described in
Item 6. Colebrooke shares with Mr. Hidayatallah the power to vote the
Common Stock directly owned by Colebrooke on the date hereof,
pursuant to the Agreement and Proxy described in Item 6. As described
in Item 6, Colebrooke and certain other shareholders of the Issuer
holding 1,167,351, or 58.7% of the outstanding Common Stock, have
granted proxies to Mr. Hidayatallah to approve the Amendment. The
Agreement and Proxy will expire upon the approval of the amendment of
the Issuer's Certificate of Incorporation described above, and thus
will not apply to the Common Stock issued after the Amendment Date.
CUSIP No. 019645407 Page No: 9
The group formed as a result of the agreements described in Item 6 may
be deemed to have beneficial ownership of all of the following securities:
------------------------------- ---------------------- ---------------- --------------------- ---------------
Shareholder Names Issuer Shares Percentage 1 Total Number of Percentage 2
Currently Owned Shares to be Owned
Following the
Amendment Date
------------------------------- ---------------------- ---------------- --------------------- ---------------
Mr. Hidayatallah 175,000 8.8% 4,375,000 37.8%
------------------------------- ---------------------- ---------------- --------------------- ---------------
Colebrooke Investments Limited 135,000 6.8% 3,375,000 29.1%
------------------------------- ---------------------- ---------------- --------------------- ---------------
Saeed Sheikh 40,000 2.0% 1,000,000 8.6%
------------------------------- ---------------------- ---------------- --------------------- ---------------
AL-CH 417,251 3 20.1% 657,251 4 5.5%
------------------------------- ---------------------- ---------------- --------------------- ---------------
PBGC 585,100 29.4% 585,100 5.0%
------------------------------- ---------------------- ---------------- --------------------- ---------------
Total 1,352,351 68.0% 9,992,351 86.2%
------------------------------- ---------------------- ---------------- --------------------- ---------------
Ansbacher Trust Company is the trustee of the Jupitor Trust which is
the owner of 100% of the outstanding shares of Colebrooke Investments Limited
which is the direct owner of the Common Stock issued and issuable to Colebrooke
as described above.
Mr. Hidayatallah shares voting power with respect to all Common Stock
currently held by the other shareholders listed in the above table (1,167,351),
other than 10,000 shares held by an affiliate of Al-Ch, RER Corp., as described
in footnote 3 to the table.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer
In connection with the Merger, Reporting Persons and the two largest
shareholders of the Issuer existing prior to the Merger, the Pension Benefit
Guarantee Corporation (the "PBGC") and AL-CH, LP, ("AL-CH") entered into an
Agreement and Proxy pursuant to which each of the parties to the agreement
granted to Munawar Hidayatallah a proxy to vote all Common Stock owned by them
in favor of the Amendment described in Item 4. The aggregate number of shares of
the Common Stock owned by Mr. Hidayatallah and subject to proxies granted to Mr.
Hidayatallah is 1,342,351 shares, which constitutes approximately 67.5% of the
outstanding Common Stock. The proxies will expire on the Amendment Date
described in Item 4.
In connection with the Merger Agreement, the Reporting Persons entered
into a Share Transfer Restriction Agreement, pursuant to which each shareholder
agreed not to transfer more than 20% of the Common Stock received by each
shareholder pursuant to the Merger Agreement within one year following the
effective date of the Merger.
--------
1 Based on 1,988,128 shares currently outstanding.
2 Based on 11,588,128 shares to be outstanding following the issuance of the
additional shares.
3 Includes 10,000 Shares issued to an affiliate, RER Corp., pursuant to the
Merger Agreement.
4 Includes 250,000 Shares issued and to be issued to an affiliate, RER
Corp., in the Merger Agreement.
CUSIP No. 019645407 Page No: 10
Item 7. Material to Be Filed as Exhibits
1. Agreement and Plan of Merger dated May 9, 2001, by and among Allis-
Chalmers Corporation, Allis-Chalmers Acquisition, Co. and OilQuip Rentals, Inc.
2. The Agreement and Proxy dated May 9, 2001, by and among the Pension
Benefit Guarantee Corporation, AL-CH, L.P., Saeed Sheikh, Munawar Hidayatallah,
Colebrooke Investments Limited, Jeffrey R. Freeman, RER Corp., Howard S. Lorch
and Jamie C. Lorch and John L. Palazzola, as amended by a side letter effective
May 9, 2001.
3. Share Transfer Restriction Agreement dated May 2, 2001 by and among the
Pension Benefit Guarantee Corporation, AL-CH, L.P., Saeed Sheikh, Munawar
Hidayatallah, Colebrooke Investments Limited, Jeffrey R. Freeman, RER Corp.,
Howard S. Lorch and Jamie C. Lorch and John L. Palazzola, as amended by a side
letter effective May 9, 2001.
4. Side letters dated May 9, 2001 amending the Agreement and Proxy dated
May 9, 2001, and the Share Transfer Restriction Agreement dated May 2, 2001.
5. Agreement regarding Joint Filing of Schedule 13D by and among
Colebrooke Investments Limited, Jupiter Trust and Ansbacher Trust Company.
ANNEX A
Director of Colebrooke Investments Limited
Name/Title/Citizenship Principal Occupation Business Address
Plaiderie Corporate Corporate Director P.O. Box 79, La
Directors One for Colebrooke Plaiderie House
Limited ("Plaiderie") Investments Limited St. Peter Port,
Corporate Director Guernesy GY13DQ
(Guernesy)
To the best of the Reporting Persons' knowledge:
(a) Plaiderie does not hold any shares of the Common Stock.
(b) Plaiderie does not have any contracts, arrangements, understandings
or relationships with respect to the share of the Common Stock.
CUSIP No. 019645407 Page No: 11
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, each of the undersigned certifies that the information set forth in
this statement is true, complete and correct and agrees that this statement may
be filed jointly with the other undersigned party.
Dated: May 30, 2001
COLEBROOKE INVESTMENTS LIMITED
By: /s/ Michael Wegerer
------------------------------
Name: Plaiderie Corporate
Directors One Limited
Title: Director
JUPITER TRUST
By: Ansbacher Trust Company, Trustee
By: /s/ Robert Bannister
-----------------------------
Name: Ansbacher Trust Company
(Guernsey) Limited as Trustee
Title: Directors
ANSBACHER TRUST COMPANY
By: /s/ Robert Bannister
-----------------------------
Name: Robert Bannister
Title: Director
EXHIBIT INDEX
Exhibit No. Description
1 Agreement and Plan of Merger dated May 9, 2001, by and among
Allis Chalmers Corporation, Allis Chalmers Acquisition, Co.
and OilQuip Rentals, Inc.
2 The Agreement and Proxy dated May 9, 2001, by and among the
Pension Benefit Guarantee Corporation, AL-CH, L.P., Saeed
Sheikh, Munawar Hidayatallah, Colebrooke Investments, Inc.,
Jeffrey R. Freeman, RER Corp., Howard S. Lorch and Jamie C.
Lorch and John L. Palazzola.
3 Share Transfer Restriction Agreement dated May 2, 2001 by and
among the Pension Benefit Guarantee Corporation, AL-CH, L.P.,
Saeed Sheikh, Munawar Hidayatallah, Colebrooke Investments,
Inc., Jeffrey R. Freeman, RER Corp., Howard S. Lorch and Jamie
C. Lorch and John L. Palazzola, as amended by a side letter
effective May 9, 2001.
4 Letter Agreements dated as of May 9, 2001, amending the
Agreement and Proxy dated May 9, 2001, and the Share Transfer
Restriction Agreement, dated May 2, 2001.
5 Agreement regarding Joint Filing of Schedule 13D by and
among Colebrooke Investments Limited, Jupiter Trust and
Ansbacher Trust Company.