UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 18, 2006
ALLIS-CHALMERS ENERGY INC.
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
001-02199
|
|
39-0126090 |
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File
Number)
|
|
(I.R.S. Employer Identification
No.) |
| |
|
|
| 5075 Westheimer |
|
|
| Suite 890 |
|
|
| Houston, Texas
|
|
77056 |
| (Address of principal executive offices)
|
|
(Zip Code) |
Registrant’s
telephone number, including area code: (713) 369-0550
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation
of the registrant under any of the following provisions (see General Instruction A.2. below):
| |
|
|
o
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
o
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
|
|
o
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Explanatory Note
As previously reported, on January 18, 2006, we completed our acquisition of all of the
outstanding capital
stock of Specialty Rental Tools, Inc., a Louisiana corporation, which we refer to as Specialty,
pursuant to the
stock purchase agreement described in Item 1.01 of our current report on Form 8-K filed with
the Securities and
Exchange Commission on December 27, 2005.
On January 24, 2006, we filed a current report on Form 8-K disclosing the consummation of
our acquisition of
Specialty and included financial statements for the nine month period ended September 30, 2005
and the years ended
December 31, 2004 and 2003 and related pro forma financial information. This current report on
Form 8-K/A amends
the initial current report on Form 8-K filed on January 24, 2006 to include the financial
statements and pro forma
information for the years ended December 31, 2005 and 2004.
Item 9.01 Financial Statements and Exhibits.
(a) Financial
Statements of Business Acquired
The financial statements of
Specialty for the years ended December 31, 2005 and 2004 and the
report of UHY Mann
Frankfort Stein & Lipp CPAs, LLP, independent public accountants, relating to such financial
statements are
attached hereto as Exhibit 99.3.
(b) Pro
Forma Financial Information
The unaudited pro forma consolidated condensed financial statements of Allis-Chalmers for the
years ended December 31, 2005 and 2004 are attached hereto as Exhibit 99.4, and are not necessarily indicative of the
results that actually
would have been attained if our acquisition of Specialty had been completed on the dates
indicated, or indicative
of the results that may be attained in the future. Such statements should be read in
conjunction with the
historical financial statements of Allis-Chalmers and Specialty.
(d) Exhibits
| |
|
|
| Exhibit Number |
|
Description |
23.2 |
|
Consent of UHY Mann Frankfort Stein & Lipp CPAs, LLP |
|
|
|
99.3 |
|
Financial statements of Specialty
for the years ended December 31, 2005 and 2004 |
|
|
|
99.4 |
|
Pro forma financial information for
the years ended December 31, 2005 and 2004 |