-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EK/CUsqGKPH5UFHCDeatoq4J4cKm8I/ufPHpGoln1YuqLzru6xDPgcw6lekuUyM0 Cn53aQbDQt7tE0y1BX+V5w== 0001019687-04-002723.txt : 20041203 0001019687-04-002723.hdr.sgml : 20041203 20041203123929 ACCESSION NUMBER: 0001019687-04-002723 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041203 DATE AS OF CHANGE: 20041203 GROUP MEMBERS: ENERGY SPECTRUM CAPITAL, LP GROUP MEMBERS: ENERGY SPECTRUM LLC GROUP MEMBERS: ENERGY SPECTRUM PARTNERS, LP GROUP MEMBERS: JAMES P. BENSON GROUP MEMBERS: JAMES W. SPANN GROUP MEMBERS: LELAND B. WHITE GROUP MEMBERS: SIDNEY L. TASSIN GROUP MEMBERS: THOMAS O. WHITENER, JR. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIS CHALMERS CORP CENTRAL INDEX KEY: 0000003982 STANDARD INDUSTRIAL CLASSIFICATION: MISC INDUSTRIAL & COMMERCIAL MACHINERY & EQUIPMENT [3590] IRS NUMBER: 390126090 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-30534 FILM NUMBER: 041182709 BUSINESS ADDRESS: STREET 1: 5075 WESTHEIMER #890 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-369-0550 MAIL ADDRESS: STREET 1: 5075 WESTHEIMER STREET 2: SUITE 890 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: ALLIS CHALMERS MANUFACTURING CO DATE OF NAME CHANGE: 19710614 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENERGY SPECTRUM PARTNERS L P CENTRAL INDEX KEY: 0001167769 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 5956 SHERRY LANE STREET 2: SUITE 900 CITY: DALLAS STATE: TX ZIP: 75225 SC 13D/A 1 allis_13da3-energy.txt AMENDMENT NO. 3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Allis-Chalmers Corporation (NAME OF ISSUER) Common Stock, par value $0.15 per share (TITLE OF CLASS OF SECURITIES) 019645407 (CUSIP NUMBER) Frank P. McEachern, Esq. Jackson Walker L.L.P. 901 Main Street Suite 6000 Dallas, Texas 75202 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) November 29, 2004 (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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 Rule 240.13d-7 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). - ---------- --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION OF ABOVE PERSONS (ENTITIES ONLY) Energy Spectrum Partners, LP - ---------- --------------------------------------------------------------------- 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) OO - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ---------- --------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,719,562 BENEFICIALLY ------- ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING ------- ---------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 2,719,562 ------- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,719,562 - ---------- --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.43% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ---------- --------------------------------------------------------------------- Page 2 - ---------- --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION OF ABOVE PERSONS (ENTITIES ONLY) Energy Spectrum Capital LP - ---------- --------------------------------------------------------------------- 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) N/A - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - ------------------- ------- ---------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,719,562 BENEFICIALLY ------- ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING ------- ---------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 2,719,562 ------- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,719,562 - ---------- --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.43% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ---------- --------------------------------------------------------------------- Page 3 - ---------- --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION OF ABOVE PERSONS (ENTITIES ONLY) Energy Spectrum LLC - ---------- --------------------------------------------------------------------- 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) N/A - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - ------------------- ------- ---------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,719,562 BENEFICIALLY ------- ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING ------- ---------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 2,719,562 ------- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,719,562 - ---------- --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.43% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - ---------- --------------------------------------------------------------------- Page 4 - ---------- --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION OF ABOVE PERSONS (ENTITIES ONLY) Sidney L. Tassin - ---------- --------------------------------------------------------------------- 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) N/A - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - ------------------- ------- ---------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,719,562 BENEFICIALLY ------- ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING ------- ---------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 2,719,562 ------- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,719,562 - ---------- --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.43% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------- --------------------------------------------------------------------- Page 5 - ---------- --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION OF ABOVE PERSONS (ENTITIES ONLY) James W. Spann - ---------- --------------------------------------------------------------------- 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) N/A - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - ------------------- ------- ---------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,719,562 BENEFICIALLY ------- ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING ------- ---------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 2,719,562 ------- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,719,562 - ---------- --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.43% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------- --------------------------------------------------------------------- Page 6 - ---------- --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION OF ABOVE PERSONS (ENTITIES ONLY) James P. Benson - ---------- --------------------------------------------------------------------- 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) N/A - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - ------------------- ------- ---------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,719,562 BENEFICIALLY ------- ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING ------- ---------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 2,719,562 ------- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ---------- --------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,719,562 - ---------- --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.43% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------- --------------------------------------------------------------------- Page 7 - ---------- --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION OF ABOVE PERSONS (ENTITIES ONLY) Leland B. White - ---------- --------------------------------------------------------------------- 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) N/A - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - ---------- --------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,719,562 BENEFICIALLY ------- ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING ------- ---------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 2,719,562 ------- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------- ------- ---------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,719,562 - ---------- --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.43% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------- --------------------------------------------------------------------- Page 8 - ---------- --------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION OF ABOVE PERSONS (ENTITIES ONLY) Thomas O. Whitener, Jr. - ---------- --------------------------------------------------------------------- 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) N/A - ---------- --------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---------- --------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - ------------------- ------- ---------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 2,719,562 BENEFICIALLY ------- ---------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING ------- ---------------------------------------------------- PERSON 9 SOLE DISPOSITIVE POWER WITH 2,719,562 ------- ---------------------------------------------------- 10 SHARED DISPOSITIVE POWER - ------------------- ------- ---------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,719,562 - ---------- --------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] - ---------- --------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 20.43% - ---------- --------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------- --------------------------------------------------------------------- Page 9 SCHEDULE 13D - AMENDMENT NO. 1 The undersigned hereby amend the Schedule 13D filing originally made on February 20, 2002, as amended by Amendment No. 1 filed on February 21, 2003 and by Amendment No. 2 filed on April 2, 2004 (the "Schedule 13D") pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended, as set forth below (terms defined in the Schedule 13D are used with the same meaning except as otherwise defined herein): ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and restated to read in its entirety as follows: Pursuant to a Stock Purchase Agreement dated effective February 1, 2002 (the "Stock Purchase Agreement"), which transaction was closed on February 7, 2002, ES Partners sold all of its capital stock in Strata to the Issuer in exchange for 6,559,863 shares of Common Stock, a presently exercisable warrant to purchase 437,500 shares of Common Stock at an exercise price of $0.15 per share and 3,500,000 shares of Issuer's Series A 10% Cumulative Convertible Preferred Stock ("Preferred Stock"). In accordance with the terms of the Stock Purchase Agreement, on February 19, 2003 the Issuer issued ES Partners an additional immediately exercisable warrant to purchase 875,000 shares of Common Stock at an exercise price of $0.15 per share. On February 19, 2003, by agreement of the parties, the conversion price of the Preferred Stock was lowered to $0.50 per share. Pursuant to a Preferred Stock Conversion Agreement dated effective April 2, 2004, ES Partners, the holder of all outstanding shares of the Issuer's Preferred Stock, converted all shares of the Preferred Stock, including accrued dividend rights, into 8,590,449 shares of Common Stock. Pursuant to a Stock and Warrant Purchase Agreement also dated effective April 2, 2004, the Issuer issued 3,100,000 shares of Common Stock, and immediately exercisable warrants to purchase 4,000,000 shares of Common Stock at an exercise price of $0.50 per share, which warrants will expire on April 1, 2006, to an investor group consisting of Donald Engel, Christopher Engel, the Engel Investors Defined Benefit Plan, Leonard Toboroff (a director of the Issuer), and RER Corp., a Michigan corporation, wholly owned by Robert Nederlander (a director of the Issuer) (the "Investor Group"). On April 2, 2004, In connection with those two agreements, ES Partners, the Investor Group, Munawar H. Hidayatallah (Chief Executive Officer and a director of the Issuer), Saeed M. Sheikh (a director of the Issuer) and Jens H. Mortensen (a director of the Issuer) entered into a Stockholders Agreement (the "Stockholders Agreement") pursuant to which the parties have agreed to vote for the election to the Issuer's board of directors of: (i) three persons nominated by ES Partners, two persons nominated by the Investors, and one person nominated by Messrs. Hidayatallah, Sheikh and Mortensen. The parties and the Issuer also agreed that if the Issuer has not completed a public offering of its shares prior to September 30, 2005, then, at the request of ES Partners, the Issuer will retain an investment banking firm to identify candidates for a transaction involving the sale of the Issuer or its assets. Furthermore, the Issuer, ES Partners, the Investors Group, and Messrs. Hidayatallah, Sheikh and Mortensen and others entered into a Registration Rights Agreement dated April 2, 2004 (the "2004 Registration Rights Agreement"), pursuant to which the parties were granted certain registration rights by the Issuer with respect to the Common Stock owned or to be owned by such parties. Upon the execution of the 2004 Registration Rights Agreement, the prior outstanding registration rights agreement between the Issuer and ES Partners was terminated. On June 10, 2004, the Issuer effected a one-to-five reverse stock split. In a privately negotiated transaction dated November 29, 2004, ES Partners sold a total of 850,000 post-split shares to a group of investors, including some directors and officers of the Issuer, for consideration of $3.00 per share. Each of the Reporting Persons acquired shares of Common Stock as an investment. Page 10 The Reporting Persons reserve the right to (i) dispose of all or part of their investment in the Common Stock at any time, (ii) acquire additional equity securities of the Issuer or its affiliates, in the open market, in private transactions or otherwise, (iii) propose a merger or other business combination with the Issuer or its affiliates, or (iv) take any other action with respect to the Issuer. Any such action 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. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to or that would result in any of the actions or events described in paragraphs (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Persons retain their respective rights to modify their plans with respect to the transactions described in this Item 4, to acquire or dispose of securities of the Issuer and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated to read in its entirety as follows: Pursuant to Rule 13d-3(a), at the close of business on November 29, 2004, each of ES Partners, ES Capital and ES LLC may be deemed to be the beneficial owner of 7,730,740 shares of the Common Stock, which consists of: (i) 2,451,062 shares of Common Stock held by ES Partners, (ii) 262,500 shares issuable to ES Partners upon exercise of warrants, (iii) 6,000 shares issuable to ES Partners upon exercise of an option and (iv) 5,011,178 shares that ES Partners may be deemed to beneficially own as a result of ES Partners being a party to the Stockholders Agreement. ES Partners disclaims beneficial ownership of the Common Stock that is deemed to be beneficially owned by ES Partners as a result of ES Partners being a party to the Stockholders Agreement. Accordingly, based upon the foregoing, each of ES Partners, ES Capital and ES LLC may be deemed to be the beneficial owner of only 2,719,562 shares of Common Stock, or 20.43% of the outstanding shares of Common Stock as of the date hereof according to information provided by the Issuer. The Reporting Persons have not purchased shares of Stock in open market transactions. (d) Not applicable (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended and restated to read in its entirety as follows: To the best knowledge of the Reporting Persons, except for the constituent documents of ES Partners, ES Capital and ES LLC (which do not specifically address the securities of the Issuer), there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or between the Reporting Persons and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer, except the following: (a) ES Partners, the Issuer, Munawar H. Hidayatallah and Wells Fargo Energy Capital, Inc. have entered into a Shareholders' Agreement whereby Wells Fargo Capital, Inc. has the right to "tag-along" on any sales of the Issuer's stock by either ES Partners or Mr. Hidayatallah, on equal economic terms, except that these rights do not apply to sales pursuant to an effective registration statement filed pursuant to the Securities Act of 1933, as amended. Page 11 (b) ES Partners, the Issuer, the Investors Group, and Messrs. Hidayatallah, Sheikh and Mortensen have entered into a Stockholders Agreement pursuant to which the parties have agreed to vote for the election to the Issuer's board of directors of: (i) three persons nominated by ES Partners, two persons nominated by the Investors, and one person nominated by Messrs. Hidayatallah, Sheikh and Mortensen. The parties and the Issuer also agreed that if the Issuer has not completed a public offering of its shares prior to September 30, 2005, then, at the request of ES Partners, the Issuer will retain an investment banking firm to identify candidates for a transaction involving the sale of the Issuer or its assets. (c) The Issuer, ES Partners, Donald Engel, Christopher Engel, Engel Investors Defined Benefit Plan, Leonard Toboroff (a director of the Issuer), RER Corp., a Michigan corporation wholly owned by Robert Nederlander (a director of the Issuer), Munawar H. Hidayatallah (Chief Executive Officer and a director of the Issuer), Saeed Sheikh ( a director of the Issuer), Jens H. Mortensen (a director of the Issuer), Wells Fargo Energy Capital, Inc., a Texas corporation, Colebrooke Investments, Limited, a Guernsey trust, Jeffrey R. Freedman, Howard S. Lorch, Jamie C. Lorch, John L. Palazzola, and The Pension Benefit Guaranty Corporation, a federally chartered corporation, entered into the 2004 Registration Rights Agreement granting the stockholders parties to the agreement at least three demand registrations and guaranteeing each party to the agreement holding more than 10% of the registrable securities under that agreement at least one demand registration. Furthermore, the 2004 Registration Rights Agreement granted each of the stockholder parties thereto an unlimited number of piggyback registrations, subject to certain restrictions. (d) ES Partners entered into a Stock Purchase Agreement (the "Agreement") on November 29, 2004 with the following persons: Leonard Toboroff P.C. Profit Sharing Trust dated 10/24/92, Leonard Toboroff, Trustee, Robert E. Nederlander, John E. McConnaughy, Jr., Joseph P. Bartlett, Bestin Worldwide Limited, Theodore F. Pound III, Dave Wilde, Dick Backest, David Bryan and James Davey (collectively, the "Purchasers"). The Purchasers purchased an aggregate of 585,000 shares of Common Stock from ES Partners for a purchase price of $3.00 per share. As part of the Agreement, each Purchaser who was not already a party thereto entered into a Lock-Up Agreement regarding registration of the resale of the Common Stock and imposing certain restrictions on transfer. ES Partners has previously entered into a similar agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.1 Stock Purchase Agreement* Exhibit 7.2 Certificate of Designation, Preferences and Rights of the Series A 10% Cumulative Convertible Preferred Stock of Allis-Chalmers Corporation* Exhibit 7.3 Warrant* Exhibit 7.4 Registration Rights Agreement By and Among Allis-Chalmers Corporation and Energy Spectrum Partners LP* Exhibit 7.5 Shareholders' Agreement Among Allis-Chalmers Corporation and the Shareholders and Warrantholder who are Signatories hereto* Exhibit 7.6 Warrant (incorporated by reference to the Issuer's Form 8-K dated February 19, 2003) Exhibit 7.8 Side Letter Agreement regarding Preferred Stock (incorporated by reference to the Issuer's Form 8-K dated February 19, 2003) Exhibit 7.9 Certificate of Amendment of Certificate of Incorporation of Allis-Chalmers Corporation (incorporated by reference to the Issuer's Schedule 14C Information Statement filed October 31, 2003) Exhibit 7.10 Preferred Stock Conversion Agreement By and Between Allis Chalmers Corporation and Energy Spectrum Partners LP* Exhibit 7.11 Stockholders Agreement By and Among Energy Spectrum Partners LP, the Investors Group, the Directors Group and Allis-Chalmers Corporation* Exhibit 7.12 Registration Rights Agreement Among Allis-Chalmers Corporation and the Investors Named on Exhibit "A" thereto* Exhibit 7.13 Stock Purchase Agreement Among Energy Spectrum Partners LP and Certain Purchasers Named on Exhibit "A" thereto Exhibit 7.14 Form of Lock-Up Agreement Entered Into Between Energy Spectrum Partners LP and Allis-Chalmers Corporation * Previously filed Page 12 SIGNATURES After reasonable inquiry and to the best of the knowledge and belief of the undersigned, the undersigned certify that the information set forth in this statement is true, complete and correct. Pursuant to Rule 13d-1(k)(l)(iii) of Regulation 13D-G of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, the undersigned agree that the attached statement is filed on behalf of each of them in the capacities set forth below. DATED: November 29, 2004 ENERGY SPECTRUM PARTNERS LP By: Energy Spectrum Capital LP, General Partner By: Energy Spectrum LLC, General Partner By: /S/ THOMAS O. WHITENER, JR. ----------------------------- Name: Thomas O. Whitener, Jr. Its: Chief Operating Officer ENERGY SPECTRUM CAPITAL LP By: Energy Spectrum LLC, General Partner By: /S/ THOMAS O. WHITENER, JR. ----------------------------- Name: Thomas O. Whitener, J Its: Chief Operating Officer ENERGY SPECTRUM LLC By: /S/ THOMAS O. WHITENER, JR. ----------------------------------- Name: Thomas O. Whitener, Jr Its: Chief Operating Officer /S/ SIDNEY L. TASSIN ----------------------------------------------------- Sidney L. Tassin /S/ JAMES W. SPANN ----------------------------------------------------- James W. Spann /S/ JAMES P. BENSON ----------------------------------------------------- James P. Benson /S/ LELAND B. WHITE ----------------------------------------------------- Leland B. White /S/ THOMAS O. WHITENER, JR. ----------------------------------------------------- Thomas O. Whitener, Jr. Page 13 EX-7.13 2 allis_13da3ex7-13.txt EXHIBIT 7.13 STOCK PURCHASE AGREEMENT This STOCK PURCHASE AGREEMENT (this "Agreement"), dated November 22, 2004, is made by and among Energy Spectrum Partners LP, a Delaware limited partnership ("Seller") and the purchasers (the "Purchasers") listed on Schedule 1.1 hereto with respect to the Common Stock of Allis-Chalmers Corporation, a Delaware corporation (the "Company"). RECITALS WHEREAS, Seller proposes to sell to Purchasers, and Purchasers desire to purchase from the Seller, shares of the Company's common stock, par value $0.01 per share (the "Common Stock"), on the terms set forth herein. AGREEMENT NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 1. PURCHASE. --------- 1.1. PURCHASE AND SALE OF STOCK. Subject to the terms and conditions of this Agreement, Seller will sell to each Purchaser, and each Purchaser severally agrees to purchase from Seller, the number of shares of the Company's Common Stock (the "Shares") set forth with respect to such Purchaser on Schedule 1.1 hereto, at a price per share equal to $3.00 per share. The closing (the "Closing") of the sale of the Shares shall be effected via facsimile currently with the execution and delivery of this Agreement. At the Closing, each Purchaser shall deliver the full amount of such Purchaser's aggregate purchase price by wire transfer of immediately available funds to Seller's bank account, and Seller shall promptly send to the Company's transfer agent certificates, assignments and instructions sufficient to transfer the Shares into the names of the Purchasers. Funds shall be wired to Seller's bank account at: Bank One, Texas NA ABA #111000614 For Credit to Energy Spectrum Partners, LP Account #1823413297 1.2. LEGENDS. All certificates representing the Shares shall bear the following legend (in addition to any legend required by the blue sky or securities laws of any state or jurisdiction to the extent such laws are applicable to the shares represented by the certificate so legended): "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH ACT OR SUCH LAWS." 1 1.3. STOP TRANSFER ORDERS. All certificates representing the Shares will be subject to a stop transfer order with the Company's transfer agent that restricts the transfer of such shares except in compliance with this Agreement and applicable law. 2. REPRESENTATIONS AND WARRANTIES OF THE SELLER. --------------------------------------------- The Seller hereby makes the following representations and warranties to the Purchasers: 2.1. ORGANIZATION, ETC. The Seller is duly organized and validly existing and in good standing under the laws of the State of Delaware. 2.2. AUTHORITY; TITLE. The Seller has the partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The sale of the Shares has been duly authorized and if, as and when delivered to the Purchasers, the Shares will be free of any Encumbrance (as defined below), other than those imposed pursuant to or contemplated by this Agreement and securities laws of general application. As used in this Agreement, "Encumbrance" shall mean any claim, lien, pledge, option, charge, easement, security interest, deed of trust, mortgage, conditional sales agreement, encumbrance or other right of third parties, whether voluntarily incurred or arising by operation of law, and includes, without limitation, any agreement to give any of the foregoing in the future, and any contingent sale or other title. 2.3. ENFORCEABILITY. This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding agreement and obligation of the Seller enforceable against it in accordance with its terms subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors' rights. 2.4. NO VIOLATION. The execution and the delivery by the Seller of this Agreement and the performance by the Seller of its obligations hereunder, including the sale of the Shares, does not and will not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in a violation of, or (iv) require any authorization, consent or approval not heretofore obtained pursuant to, any binding written or oral agreement or instrument including, without limitation, any charter, bylaw, trust instrument, indenture or evidence of indebtedness, lease, contract or other obligation or commitment (each, a "Contractual Obligation") binding upon the Seller or any of its subsidiaries or any of their respective properties or assets, or any law, rule, regulation, restriction, order, writ, judgment, award, determination, injunction or decree of any court or government, or any decision or ruling of any arbitrator (each, a "Requirement of Law") binding upon or applicable to the Seller or any subsidiary or any of their respective properties or assets. 2.5. BROKERS. Seller has not agreed to pay or incurred any obligation in respect of any finder's fee, brokerage fee or other commission in connection with the sale of Shares contemplated by this Agreement. 2 3. REPRESENTATIONS AND WARRANTIES OF PURCHASERS. --------------------------------------------- Each Purchaser, severally and not jointly, hereby makes the following representations and warranties as to such Purchaser: 3.1. ORGANIZATION. Purchaser, if not a natural person, is duly organized and validly existing and in good standing under the laws of the state of its organization. 3.2. AUTHORITY. Purchaser has the corporate or other authority to execute and deliver this Agreement and to perform Purchaser's obligations hereunder. 3.3. ENFORCEABILITY. This Agreement constitutes the legal, valid and binding obligation of Purchaser and is enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect generally relating to or affecting creditors' rights. 3.4. NO VIOLATION. The execution and the delivery by Purchaser of this Agreement, the purchase of the Shares and the consummation of the transactions contemplated hereby or to be effected concurrently herewith do not and will not (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in a violation of, or (d) require any authorization, consent or approval not heretofore obtained pursuant to, any Contractual Obligation or Requirement of Law to which Purchaser is a party or is otherwise subject. 3.5. BROKERS. Purchaser has not agreed to pay or incurred any obligation in respect of any finder's fee, brokerage fee or other commission in connection with the sale of Shares contemplated by this Agreement. 3.6. INVESTMENT INTENT. Purchaser is acquiring the Shares for Purchaser's own account for investment and not with a view to, or for resale in connection with, any "distribution" thereof for purposes of the Securities Act of 1993, as amended (the "Securities Act"). Purchaser is an "accredited investor" as such term is defined in Regulation D under the Securities Act. Purchaser acknowledges that the Shares shall be "restricted securities" within the meaning of Rule 144 ("Rule 144") under the Securities Act, will contain a transfer restriction legend and may only be resold pursuant to an effective registration statement filed with the SEC under the Securities Act, or pursuant to Rule 144 or another valid exemption from the registration requirements of the Act as established by an opinion of counsel reasonably acceptable to the Company. 3.7. INVESTIGATION. Purchaser represents and warrants that such Purchaser is familiar with the business of the Company, has conducted such investigation of the Company's business and affairs as such Purchaser deems appropriate, and is not relying upon the Seller to provide any information regarding the Company. Purchaser acknowledges that the Company files reports with the Securities and Exchange Commission that are publicly available, including an Annual Report on Form 10-K for the year ended December 31, 2003, and a Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. 3 4. REGISTRATION; LOCK UP. ---------------------- Concurrently with the execution and delivery of this Agreement, each Purchaser who is not a party to that certain Lock Up Agreement dated August 10, 2004, between the Company and certain stockholders of the Company, has entered into a Lock Up Agreement with the Company pursuant to which the Company will agree to use commercially reasonable efforts to register the Shares under the Securities Act, and the Purchaser thereby agrees to certain restrictions on the sale of the Shares. 5. MISCELLANEOUS PROVISIONS. ------------------------- 5.1. DELIVERIES. The Seller and Purchasers hereby covenant and agree to use their respective best efforts to perform each of their obligations hereunder, to deliver all certificates and to satisfy all other conditions set forth in this Agreement. 5.2. SUCCESSORS AND ASSIGNS. This Agreement is executed by, and shall be binding upon and inure to the benefit of, the parties hereto and each of their respective successors and assigns. 5.3. NOTICES. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery: if to the Purchasers at the address set forth on the signature page hereof: if to the Seller at the following address: Energy Spectrum Partners LP 5956 Sherry Lane, Suite 900 Dallas, Texas 75225 Attn: James W. Spann Fax: (214) 987-6110 with a copy to: Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas 75202 Attn: Frank McEachern, Esq. Fax: (214) 953-5822 All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; when delivered by courier, if delivered by commercial overnight courier service; five business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is acknowledged, if telecopied. 4 5.4. COUNTERPARTS. This Agreement may be executed in any number of counterparts, and each such counterpart will for all purposes be deemed an original, and all such counterparts shall constitute one and the same instrument. 5.5. GOVERNING LAW. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware applicable to contracts entered into and to be wholly performed therein. 5.6. ATTORNEYS' FEES. If any party should institute any action to enforce or interpret any term or provision of this Agreement, the party prevailing in such action, after all appeals have been exhausted, shall be entitled to its attorneys' fees, out-of-pocket disbursements and all other expenses from the non-prevailing party in such action. 5.7. ENTIRE AGREEMENT. This Agreement (together with all Exhibits and Schedules hereto) constitutes the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous written and oral negotiations, discussions, agreements and understandings with respect to such subject matter. 5.8. SECTION HEADINGS. The section and subsection headings contained in this Agreement are included for convenience only and form no part of the agreement between the parties. [remainder of page intentionally left blank] 5 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective representatives hereunto duly authorized as of the date first above written. ENERGY SPECTRUM PARTNERS LP, a Delaware limited partnership By: Energy Spectrum Capital LP General Partner By: Energy Spectrum LLC General Partner __________________________ Name __________________________ Title PURCHASER __________________________ Signature __________________________ Name __________________________ Title Address: __________________________ __________________________ __________________________ Facsimile 6 SCHEDULE 1.1 INVESTORS - ------------------------------------------------------------------- --------------------------- --------------------- Name NUMBER OF SHARES PURCHASE PRICE - ------------------------------------------------------------------- --------------------------- --------------------- Leonard Toboroff P.C. Profit Sharing Trust dated 10/24/92, 30,000 $90,000 Leonard Toboroff, Trustee - ------------------------------------------------------------------- --------------------------- --------------------- Robert E. Nederlander 100,000 $300,000 - ------------------------------------------------------------------- --------------------------- --------------------- John E. McConnaughy, Jr. 300,000 $900,000 - ------------------------------------------------------------------- --------------------------- --------------------- Joseph P. Bartlett 25,000 $75,000 - ------------------------------------------------------------------- --------------------------- --------------------- Bestin Worldwide Limited 100,000 $300,000 - ------------------------------------------------------------------- --------------------------- --------------------- Theodore F. Pound III 5,000 $15,000 - ------------------------------------------------------------------- --------------------------- --------------------- Dave Wilde 5,000 $15,000 - ------------------------------------------------------------------- --------------------------- --------------------- Dick Backest 5,000 $15,000 - ------------------------------------------------------------------- --------------------------- --------------------- David Bryan 12,000 $36,000 - ------------------------------------------------------------------- --------------------------- --------------------- James Davey 3,000 $9,000 =================================================================== =========================== ===================== TOTAL - ------------------------------------------------------------------- --------------------------- ---------------------
Schedule 1.1 EX-7.14 3 allis_13da3ex7-14.txt EXHIBIT 7.14 LOCK-UP AGREEMENT This Lock-Up Agreement (this "AGREEMENT") is entered into as of August 10, 2004, by and between Allis-Chalmers Corporation, a Delaware corporation (the "COMPANY"), and the stockholder of the Company named on the signature page hereof (the "STOCKHOLDER"). RECITALS: --------- A. The Company and certain purchasers (the "PURCHASERS") have entered into a Stock Purchase Agreement dated as of August 10, 2004 (the "Purchase Agreement"), pursuant to which the Purchasers have agreed to purchase, and the Company has agreed to sell, shares (the "Shares") of the Company's Common Stock, par value $0.01 per share (the "COMMON STOCK"). B. Pursuant to the Purchase Agreement the Company has agreed to file a registration statement (the "Resale Registration Statement") to register the resale of the Common Stock issued to the Purchasers. C. Stockholder is a stockholder of the Company, and is a party to a Registration Rights Agreement dated April 2, 2004, pursuant to which Stockholder has the right to have his or its shares included in the Resale Registration Statement. D. As a condition to the Purchasers entering into the Purchase Agreement, Stockholder has agreed to the lock-up set forth in Section 1 hereof. D. Capitalized terms used in this Agreement but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement. AGREEMENTS: ----------- NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. LOCK-UP. Stockholder hereby agrees that, except as set forth in Section 2 below, if Stockholder elects to have Common Stock owned by Stockholder included in the Resale Registration Statement, then, for a period of 90 days beginning on the date the Registration Statement is declared effective by the Securities and Exchange Commission (the "LOCK-UP PERIOD"), without the prior written consent of the Company and Purchasers owning more than 50% of the Shares, Stockholder will not offer, pledge, sell, contract to sell, grant any options for the sale of or otherwise transfer, distribute or dispose of, directly or indirectly (collectively "DISPOSE OF"), any Common Stock (the "LOCK-UP"). On and after the day immediately following the last day of the Lock-up Period, no Common Stock shall be subject to the Lock-up. 2. PERMITTED DISPOSITIONS. The following dispositions of Common Stock shall not be subject to the Lock-up set forth in Section 1: (a) Stockholder may Dispose of Common Stock to his spouse, siblings, parents or any natural or adopted children or other descendants or to any personal trust in which any such family member or Stockholder retains the entire beneficial interest; (b) Stockholder may Dispose of Common Stock on his death to Stockholder's estate, executor, administrator or personal representative or to Stockholder's beneficiaries pursuant to a devise or bequest or by laws of descent and distribution; (c) Stockholder may Dispose of Common Stock as a gift or other transfer without consideration; (d) Stockholder may make a bona fide pledge of Common Stock to a lender and may Dispose of such Common Stock to such lender upon foreclosure or in lieu of foreclosure on such bona fide pledge; (e) Stockholder may Dispose of Common Stock in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Rule 144 of the Securities and Exchange Commission; and (f) Stockholder may Dispose of Common Stock in a transaction that is exempt from the registration requirements of the Securities Act of 1933, as amended, other than pursuant to Rule 144 of the Securities and Exchange Commission. PROVIDED, HOWEVER, that in the case of any transfer of Common Stock pursuant to clauses (a), (c), (d) and (f), the transferor shall, at the request of the Company, provide evidence (which may include, without limitation, an opinion of counsel satisfactory in form, scope and substance to the Company in its sole discretion as the issuer thereof) satisfactory to the Company that the transfer is exempt from the registration requirements of the Securities Act. In the event Stockholder Disposes of Common Stock pursuant to clauses (a), (b), (c) or (f), such Common Stock shall remain subject to this Agreement and, as a condition of the validity of such disposition, the transferee shall be required to execute and deliver a counterpart of this Agreement. Thereafter, such transferee shall be deemed to be the Stockholder for purposes of this Agreement. 3. MISCELLANEOUS. (a) AMENDMENTS AND WAIVERS. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given other than as initially agreed upon in writing by the Company, Stockholder and Purchasers owning more than 50% of the Shares. (b) SUCCESSORS AND ASSIGNS. Stockholder shall not assign any rights or benefits under this Agreement without the prior written consent of the Company and Purchasers owning more than 50% of the Shares. 2 (c) COUNTERPARTS. This Agreement may be executed in a number of identical counterparts and it shall not be necessary for the Company and Stockholder to execute each of such counterparts, but when each has executed and delivered one or more of such counterparts, the several parts, when taken together, shall be deemed to constitute one and the same instrument, enforceable against each in accordance with its terms. In making proof of this Agreement, it shall not be necessary to produce or account for more than one such counterpart executed by the party against whom enforcement of this Agreement is sought. (d) HEADINGS. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (e) GOVERNING LAW; VENUE. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OR CHOICE OF LAW. The Company and Stockholder (i) hereby irrevocably submit to the exclusive jurisdiction of the United States District Court sitting in the Southern District of Texas and the courts of the State of Texas for the purposes of any suit, action or proceeding arising out of or relating to this Agreement, and (ii) hereby waive, and agree not to assert in any such suit, action or proceeding, any claim that he or it is not personally subject to the jurisdiction of such court, that the suit, action or proceeding is brought in an inconvenient forum or that the venue of the suit, action or proceeding is improper. (f) SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible and be legal, valid and enforceable. (g) ENTIRE AGREEMENT. This Agreement is intended by the Company and the Stockholder as a final expression of their agreement and is intended to be a complete and exclusive statement of their agreement and understanding in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings between the Company and the Stockholder with respect to such subject matter. (h) THIRD PARTY BENEFICIARIES. This Agreement is intended for the benefit of the Company, Stockholder and the Purchasers and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity. The Company and Stockholder each specifically acknowledge and agree that each Purchaser is a third party beneficiary of this Agreement. 3 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. ALLIS-CHALMERS CORPORATION By: ----------------------------------------- Munawar H. Hidayatallah, Chairman and Chief Executive Officer "STOCKHOLDER": Name: --------------------------------------- By: ----------------------------------------- (signature) Title of signatory: ------------------------- (if not an individual) 4 -----END PRIVACY-ENHANCED MESSAGE-----