SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Allis-Chalmers Corporation
(NAME OF ISSUER)
Common Stock, par value $0.15 per share
(TITLE OF CLASS OF SECURITIES)
019645407
(CUSIP NUMBER)
Joseph P. Bartlett, Esq.
Spolin Silverman Cohen & Bartlett LLP
1620 26th Street, Suite 2000 North
Santa Monica, California 90404
(310) 586 - 2400
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
March 22, 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).
CUSIP No. 019645407
Page 2
TABLE OF CONTENTS
ITEM 1. SECURITY AND ISSUER SECURITIES ACQUIRED. 3
ITEM 2. IDENTITY AND BACKGROUND. 3
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. 3
ITEM 4. PURPOSE OF TRANSACTION. 3
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. 4
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER. 4
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 5
SIGNATURES 5
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1. Name of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Jens H. Mortensen, Jr.
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2. Check the Appropriate Box If a Member of a Group (See Instructions)
(a) [_]
(b) [X]
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3. SEC Use Only
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4. Source of Funds (See Instructions)
OO
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5. Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) [_]
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6. Citizenship or Place of Organization
United States
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7. Sole Voting Power
NUMBER OF 7,210,428
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. Shared Voting Power
OWNED BY 0
EACH -----------------------------------------------------------------
REPORTING 9. Sole Dispositive Power
PERSON 7,210,428
WITH -----------------------------------------------------------------
10. Shared Dispositive Power
0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
7,210,428
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12. Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [_]
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13. Percent of Class Represented by Amount in Row (11)
28.3%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 019645407
Page 3
ITEM 1. SECURITY AND ISSUER SECURITIES ACQUIRED.
ITEM 1 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
Security: Common Stock of Allis-Chalmers Corporation ("Common Stock").
Issuer: Allis-Chalmers Corporation ("Issuer"), 7660 Woodway, Suite 200, Houston,
TX 77063
ITEM 2. IDENTITY AND BACKGROUND.
ITEM 2 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
Pursuant to Rule 13d-1(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
this Schedule 13D Statement is hereby filed by Jens H. Mortensen, Jr., a United
States citizen.
Mr. Mortensen is President of Jens Oilfield Service, Inc. ("JOS"), a Texas
corporation approximately 81% of the capital stock of which is owned by the
Issuer. Mr. Mortensen's business address is 3 1/2 Mile West Highway 107,
Edinburg, TX 78539.
During the last five years, Mr. Mortensen (i) has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) and
(ii) was not 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 or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
ITEM 3 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
Mr. Mortensen acquired 1,397,849 shares of Issuer's Common Stock in exchange for
81% of the capital stock of JOS. See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
ITEM 4 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
Pursuant to the terms of the Stock Purchase Agreement dated February 1, 2002,
which is incorporated by reference to Exhibit 7.1 to the Schedule 13D filed by
the Reporting Person on March 21, 2002, between the Issuer and Mr. Mortensen,
which transaction was closed on February 6, 2002, Mr. Mortensen sold 81% of his
capital stock in JOS to the Issuer in exchange for (i) $10,250,000 in cash, (ii)
a $4,000,000 secured promissory note with interest payable quarterly and the
principal due in four years, (iii) an additional payment, currently estimated at
$1,000,000 to $1,250,000, to be paid following the review of the Issuer's
results of operations for the period ended January 31, 2002, which will be based
upon the performance of certain contracts of JOS, (iv) $1,000,000 for a
non-compete agreement payable monthly for five years, and (v) 1,397,849 shares
of Common Stock of the Issuer. As of February 1, 2003, Mortensen has the option
to convert the JOS shares retained by him into a number of shares of Common
Stock of the Issuer equal to a fraction, the numerator of which is 4.6
multiplied by the trailing 12 month EBITDA (as defined below) of JOS, less any
net intercompany loans to and third party investments in JOS, multiplied by
0.19, and the denominator of which is the average closing bid price for the
Issuer's Common Stock during the thirty days prior to the date of the exercise
of the option. For purposes of the foregoing calculation, EBITDA means JOS'
earnings before interest, taxes, depreciation and amortization and any payments
made to the Issuer in respect of the Issuer's overhead. At March 2, 2004, the
number of shares of the Issuer's Common Stock into which Mr. Mortensen had the
right to convert his JOS shares was 5,645,912.
CUSIP No. 019645407
Page 4
On March 22, 2004, Mr. Mortensen as grated an option to acquire 500,000 shares
of the Issuer's Common Stock, of which options to acquire 166,667 shares vested
immediately and 166,666 shares will vest on each of December 16, 2004 and
December 16, 2005.
Mr. Mortensen acquired the shares of Common Stock as an investment.
Mr. Mortensen reserves the right to (i) dispose of all or part of his investment
in the 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) to take any other action with respect to the Issuer.
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 he regards as attractive and various other factors which he may determine
to be relevant.
Except as set forth in this Item 4, Mr. Mortensen has 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, Mr.
Mortensen retains his right to modify his 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:
(a) - (c). Mr. Mortensen is the beneficial owner of 7,210,428 shares of the
Common Stock, which constituted approximately 28.3% of the shares of the Common
Stock outstanding on March 22, 2004, according to information provided by the
Issuer (the "Outstanding Shares"). Mr. Mortensen has the sole power to vote and
to dispose of such shares of Common Stock. The number of shares of Common Stock
beneficially owned by Mr. Mortensen includes: (i) 1,327,957 shares of Common
Stock acquired in the transaction described in Item 4; (ii) an option to acquire
5,645,912 shares of Common Stock upon conversion of his JOS shares, as described
in Item 4; and (iii) an option to purchase 166,667 shares of Common Stock at an
exercise price of $0.55 per share, which is currently exercisable.
On March 22, 2003, the Company issued Mr. Mortensen an option to acquire 500,000
shares of the Issuer's Common Stock, at an exercise price of $0.55 per share,
which is currently exercisable for 166,667 shares. The option will be
exercisable for an additional 166,667 shares as of December 16, 2004, and the
remaining 166,666 shares as of December 16, 2005.
(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 Mr. Mortensen, there are no other contracts,
arrangements, understandings or relationships (legal or otherwise) between Mr.
Mortensen 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 for
the following:
CUSIP No. 019645407
Page 5
Mortensen, JOS and the Issuer have entered into a Shareholders Agreement which
provides, among other things, (i) that Mortensen shall have the right to demand
that the Issuer register his shares of Common Stock under the Securities Act of
1933 in certain circumstances, as well as the right to participate in other
registrations by the issuer, (ii) in the event shareholders holding 51% or more
of the JOS Common Stock propose to sell such stock to a third party, Mortensen
and the Issuer shall each have the right to require that Mortensen participate
in such transaction on the same terms as other shareholders, and (iii) that
Mortensen has the option to exchange his JOS Shares of Common Stock as described
in Item 5. As of March 2, 2004, Mr. Mortensen had the right to acquire 5,645,912
shares pursuant to this right.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
ITEM 7 IS HEREBY AMENDED AND RESTATED TO READ IN ITS ENTIRETY AS FOLLOWS:
None.
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: March 24, 2004 /s/ JENS H. MORTENSEN
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JENS H. MORTENSEN