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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 2, 2008
Date of Earliest Event Reported: June 1, 2008
ALLIS-CHALMERS ENERGY INC.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-02199
(Commission
File Number)
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39-0126090
(IRS Employer Identification
Number) |
5075 Westheimer, Suite 890
Houston, Texas 77056
(Address of principal executive offices)
(713) 369-0550
(Registrants telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 |
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Entry into a Material Definitive Agreement. |
On June 1, 2008, Allis-Chalmers Energy Inc., a Delaware corporation (the Company), Elway
Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (Merger
Sub), and Bronco Drilling Company, Inc., a Delaware corporation (Bronco), entered into the First
Amendment (the Amendment) to their previously announced Agreement and Plan of Merger (the Merger
Agreement) dated January 23, 2008. The Merger Agreement, as amended by the Amendment (the
Amended Merger Agreement), provides that at the effective time of the merger, stockholders of
Bronco will receive aggregate merger consideration comprised of (a) $200 million in cash and (b)
16,846,500 shares of the Companys common stock. The number of shares of Company common stock
payable as merger consideration is fixed and is not subject to adjustment based on trading value or
otherwise. The Amended Merger Agreement also contains provisions such that the Company and Bronco
anticipate that receipt of the stock portion of the merger consideration will be tax-free to
Broncos stockholders.
The Amended Merger Agreement was approved by the Companys Board of Directors and the Board of
Directors of Bronco. Upon completion of the merger, it is anticipated that the Companys and Broncos stockholders will own approximately
68% and 32%, respectively, of the combined company.
Completion of the merger is conditioned upon, among other things, adoption of the Amended
Merger Agreement by Broncos stockholders and approval of the issuance of shares of Company stock
to be used as merger consideration by the Companys stockholders. The Amended Merger Agreement
contains customary representations, warranties and covenants and other customary conditions.
Investors are cautioned that the representations, warranties and covenants included in the
Amended Merger Agreement were made by the Company, Merger Sub and Bronco to each other. These
representations, warranties and covenants were made as of specific dates and only for purposes of
the Amended Merger Agreement and are subject to important exceptions and limitations, including a
contractual standard of materiality different from that generally relevant to investors, and are
qualified by information in disclosure schedules that the parties exchanged in connection with the
execution of the agreement. In addition, the representations and warranties may have been included
in the Amended Merger Agreement for the purpose of allocating risk between the Company and Bronco,
rather than to establish matters as facts.
The Amendment is described in this Current Report on Form 8-K and attached as Exhibit 2.1
hereto only to provide you with information regarding certain material terms and conditions, and,
except for its status as a contractual document that establishes and governs the legal relationship
among the parties thereto with respect to the merger, not to provide any other factual information
regarding the Company, Bronco, their respective businesses or the actual conduct of their
respective businesses during the period prior to the consummation of the merger. Investors are not
third-party beneficiaries under the Amended Merger Agreement and should not rely on the
representations and warranties in the Amended Merger Agreement as characterizations of the actual
state of facts about the Company, Bronco or any other person. Furthermore, you should not rely on
the covenants in the Amended Merger Agreement as actual limitations on the respective businesses of
the Company and Bronco, because either party may take certain actions that are either expressly
permitted in the disclosure schedules to the Amended Merger Agreement or consented to by the
appropriate party, which consent may be given without notice to the public.
The foregoing description of the Amended Merger Agreement does not purport to be complete and
is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 2.1 hereto
and
incorporated herein by reference, and the Merger Agreement, which was filed as an exhibit to
the Companys Current Report on Form 8-K dated January 24, 2008. The Amended Merger Agreement
provides further information regarding the terms of the merger.
On June 2, 2008, the Company and Bronco announced the signing of the Amendment described in
Item 1.01 above. A copy of the joint press release is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
Forward Looking Statements and Additional Information
The Company may make statements herein that are forward-looking statements as defined by the
Securities and Exchange Commission (the SEC). All statements, other than statements of
historical fact, included herein that address activities, events or developments that the Company
expects, believes or anticipates will or may occur in the future are forward-looking statements.
These statements are not guarantees of future events or the Companys future performance and are
subject to risks, uncertainties and other important factors that could cause events or the
Companys actual performance or achievements to be materially different than those projected by the
Company. For a full discussion of these risks, uncertainties and factors, the Company encourages
you to read its documents on file with the SEC. Except as required by law, the Company does not
intend to update or revise its forward-looking statements, whether as a result of new information,
future events or otherwise.
In connection with the proposed transaction, Allis-Chalmers and Bronco have filed a
preliminary joint proxy statement/prospectus and both companies have filed and will file other
relevant documents concerning the proposed merger transaction with the SEC. INVESTORS ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS, AS IT MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING THE MERGER. Investors and security
holders may obtain a free copy of the definitive joint proxy statement/prospectus (when available)
and the other documents free of charge at the website maintained by the SEC at www.sec.gov.
The documents filed with the SEC by Allis-Chalmers may be obtained free of charge from
Allis-Chalmers website at www.alchenergy.com or by calling Allis-Chalmers Investor Relations
department at (713) 369-0550. The documents filed with the SEC by Bronco may be obtained free of
charge from Broncos website at www.broncodrill.com or by calling Broncos Investor Relations
department at (405) 242-4444. Investors and security holders are urged to read the joint proxy
statement/prospectus, as it may be amended or supplemented from time to time, and the other
relevant materials before making any voting or investment decision with respect to the proposed
merger.
Allis-Chalmers, Bronco and their respective directors and executive officers may be deemed to be
participants in the solicitation of proxies from the stockholders of Allis-Chalmers and Bronco in
connection with the merger. Information regarding such persons and a description of their
interests in the merger are contained in the joint proxy statement/prospectus filed with the SEC.
Information about the directors and executive officers of Allis-Chalmers and their ownership of
Allis-Chalmers common stock is set forth in its amended annual report on Form 10-K/A filed with the
SEC on April 29, 2008 and in subsequent statements of changes in beneficial ownership on file with
the SEC. Information about the directors and executive officers of Bronco and their ownership of
Bronco common stock is set forth in its amended annual report on Form 10-K/A filed with the SEC on
April 29, 2008 and in subsequent statements of changes in beneficial ownership on file with the
SEC. Investors may obtain additional
information regarding the interests of such participants by reading the joint proxy
statement/prospectus for the merger, as it may be amended or supplemented from time to time.
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Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits:
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Exhibit No. |
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Description |
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2.1 |
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First Amendment to the Agreement and Plan of Merger,
dated as of June 1, 2008, by and among Allis-Chalmers
Energy Inc., Elway Merger Sub, Inc. and Bronco Drilling
Company, Inc. |
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99.1 |
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Joint press release dated June 2, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALLIS-CHALMERS ENERGY INC.
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By: |
/s/ Theodore F. Pound III
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Name: |
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Theodore F. Pound III |
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Title: |
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General Counsel and Secretary |
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Dated: June 2, 2008
EXHIBIT INDEX
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Exhibit No. |
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Description |
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2.1 |
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First Amendment to the Agreement and Plan of Merger, dated as
of June 1, 2008, by and among Allis-Chalmers Energy Inc.,
Elway Merger Sub, Inc. and Bronco Drilling Company, Inc. |
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99.1 |
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Joint press release dated June 2, 2008. |