UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(AMENDMENT NO. ___)*
UNDER THE SECURITIES EXCHANGE ACT OF 1934
ALLIS-CHALMERS ENERGY INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
019645407
(CUSIP Number)
Jack Langlois
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1111 Louisiana Street, 44th Floor
Houston, Texas 77002
(713) 220-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 14, 2006
(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 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 Rule ss.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).
Continued on following page(s)
Page 1 of 10 Pages
Exhibit Index: Page 8
CUSIP NO. 019645407 PAGE 2 OF 10 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Alejandro Pedro Bulgheroni
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
Argentina/Italy
7 Sole Voting Power
Number of 1,500,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,500,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
6.1%
14 Type of Reporting Person (See Instructions)
IN
CUSIP NO. 019645407 PAGE 3 OF 10 PAGES
1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only)
Associated Petroleum Investors Ltd.
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
6 Check Box If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e)
[ ]
6 Citizenship or Place of Organization
British Virgin Islands
7 Sole Voting Power
Number of 1,500,000
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 1,500,000
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,500,000
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
13 Percent of Class Represented By Amount in Row (11)
6.1%
14 Type of Reporting Person (See Instructions)
CO
CUSIP NO. 019645407 PAGE 4 OF 10 PAGES
This Statement on Schedule 13D (the "Statement") relates to shares of common
stock, par value $0.01 per share (the "Shares"), of Allis-Chalmers Energy Inc.,
a Delaware corporation (the "Issuer"). The Statement is being filed on behalf of
the Reporting Persons (as defined below), to report the acquisition of Shares as
a result of which the Reporting Persons may be deemed to be the beneficial
owners of more than 5% of the outstanding Shares.
ITEM 1. SECURITY AND ISSUER.
This Statement relates to Shares of the Issuer. The principal executive
offices of the Issuer are located at 5075 Westheimer, Suite 890, Houston, Texas
77056.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"): Associated Petroleum Investors Ltd., a
British Virgin Islands international business company ("API") and Alejandro
Pedro Bulgheroni, a citizen of Argentina and Italy.
The principal business address of API is Beaufort House, P.O. Box 438, Road
Town, Tortola, British Virgin Islands. The principal business address of Mr.
Bulgheroni is c/o Pan American Energy LLC, Argentine Branch, Leandro N. Alem
1180 (C1001AAT) Buenos Aires, Argentina.
The principal business of API is as a holding company. The principal
occupation of Mr. Bulgheroni is as chairman of the management committee of Pan
American Energy LLC. Additionally, Mr. Bulgheroni serves as chairman of the
board of directors of API and as chairman and president of its wholly-owned
subsidiary, Bridas International Holdings Limited, a British Virgin Islands
international business company ("Bridas International").
The Shares which are the subject of this Statement are held for the account
of API and Bridas International. Mr. Bulgheroni, as chairman of API and as
chairman and president of Bridas International has the ability to direct the
investment decisions of API and Bridas International and as such may be deemed
to have investment discretion over the securities held for the account of API
and Bridas International.
The names, citizenship, business addresses and principal occupations of
each of the directors and executive officers of API. (other than Mr. Bulgheroni)
are set forth in Exhibit A, which is incorporated herein by reference.
During the last five years, neither API, Mr. Bulgheroni, nor any of the
persons listed in Exhibit A has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has 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 or mandating
activities subject to, federal or state securities laws of finding any violation
with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Shares were acquired by API and Bridas International as in connection
with the acquisition of DLS Drilling Logistics & Services Corporation, a British
Virgin Islands international business company ("DLS") by the Issuer.
CUSIP NO. 019645407 PAGE 5 OF 10 PAGES
ITEM 4. PURPOSE OF TRANSACTION.
The information set forth in Item 6 hereof is hereby incorporated by
reference into this Item 4.
Except as otherwise set forth in Item 6 hereof, the Reporting Persons
reserve the right to acquire, or cause to be acquired, additional securities of
the Issuer, to dispose of, or cause to be disposed, such securities at any time
or to formulate other purposes, plans or proposals regarding the Issuer or any
of its securities, to the extent deemed advisable in light of general investment
and trading policies of the Reporting Persons, market conditions or other
factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Each of API and Mr. Bulgheroni may be deemed the beneficial owner of
1,500,000 Shares (approximately 6.1% of the total number of Shares outstanding).
This number includes (A) 500,000 Shares held for the account of API and (B)
1,000,000 Shares held for the account of Bridas International.
(b) API (by virtue of its ownership of Bridas International) and Mr.
Bulgheroni (as a result of his positions with API and Bridas International) may
be deemed to have the sole power to direct the voting and disposition of
1,500,000 Shares. This number includes (A) 500,000 Shares held for the account
of API and (B) 1,000,000 Shares held for the account of Bridas International.
(c) Except for acquisition of the Shares upon consummation of the
acquisition of DLS by the Issuer as described in Item 6 below, there have been
no transactions with respect to the Shares during the sixty days prior to the
date of this Statement on Schedule 13D by the Reporting Persons.
(d) Bridas International has the right to participate in the receipt of
dividends from, or proceeds from the sale of, the securities held for its
account.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On August 14, 2006, the Issuer completed its acquisition of all of the
outstanding capital stock of DLS from Bridas International, Bridas Central
Company Ltd. ("BCC") and API (together with Bridas International and BCC, the
"Investors"), pursuant to that certain Stock Purchase Agreement (the "Purchase
Agreement"), dated as of April 27, 2006, by and among the Issuer and the
Investors.
On August 14, 2006, in accordance with (and in connection with the
consummation of the transactions contemplated by) the Purchase Agreement, the
Issuer and the Investors entered into an Investors Rights Agreement (the
"Investor Rights Agreement"). Pursuant to the Investor Rights Agreement, the
Issuer agreed to (i) grant the Investors the right to designate two nominees for
election to the Issuer's board of directors (the "Board"), (ii) support the
nominations of the persons designated by the Investors, and (iii) use its best
efforts to cause the Board (and the Issuer's nominating committee, if any) to
recommend the inclusion of such persons in the slate of nominees recommended to
stockholders for election as directors at each annual meeting of stockholders of
the Issuer. In accordance with the terms of the Purchase Agreement and the
Investors Rights Agreement, Alejandro Pedro Bulgheroni and Carlos Alberto
Bulgheroni were nominated by the Investors and appointed to serve as members of
the Board. As a result Mr. Bulgheroni may have the ability to propose or
implement some or all of the events listed in Item 4(a) - (j) of Schedule 13D.
CUSIP NO. 019645407 PAGE 6 OF 10 PAGES
The foregoing description of the Investor Rights Agreement does not purport
to be complete and is qualified in its entirety by the terms of such document
which is incorporated herein by reference and which has been filed as an exhibit
to the Issuer's Current Reports on Form 8-K, filed with the Securities and
Exchange Commission on August 14, 2006.
As a result of the arrangements described above, including, but not limited
to the Investor Rights Agreement, the Reporting Persons and the Investors may be
deemed to comprise a "group" within the meaning of Section 13(d)(3) of the
Exchange Act, although neither the fact of this filing nor any of the
information contained herein shall be deemed to be an admission by any of the
Reporting Persons that a "group" exists. For information on the Investors please
see such reports on Schedule 13D or Schedule 13G as may be filed by the
Investors with the Securities and Exchange Commission. The Reporting Persons
take no responsibility for such filings or the completeness or accuracy of any
information contained therein.
To the best knowledge of the Reporting Persons, except as set forth herein,
there are no contracts, arrangements, understandings or relationships (legal or
otherwise) between the persons enumerated in Item 2 and any other person with
respect to any securities of the Issuer, including but not limited to, transfer
or voting of any of the Shares, 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A - Executive Officers and Directors of Associated Petroleum
Investors Ltd. (other than Mr. Bulgheroni).
Exhibit B - Joint Filing Agreement, dated as of August 23, 2006, by and
between Associated Petroleum Investors Ltd. and Alejandro Pedro Bulgheroni.
CUSIP NO. 019645407 PAGE 7 OF 10 PAGES
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Date: August 23, 2006 ASSOCIATED PETROLEUM INVESTORS LTD.
By: /s/ Atilio M. Palmeiro
--------------------------------------------
Name: Atilio M. Palmeiro
Title: Vice President & Assistant Secretary
Date: August 23, 2006 ALEJANDRO PEDRO BULGHERONI
/s/ Alejandro Pedro Bulgheroni
---------------------------------------------------
CUSIP NO. 019645407 PAGE 8 OF 10 PAGES
EXHIBIT INDEX
PAGE NO.
A. Executive Officers and Directors of Associated Petroleum Investors Ltd. (other than
Alejandro Pedro Bulgheroni)................................................................ 8
B. Joint Filing Agreement, dated as of August 23, 2006, by and between Associated Petroleum
Investors Ltd. and Alejandro Pedro Bulgheroni.............................................. 9
CUSIP NO. 019645407 PAGE 9 OF 10 PAGES
EXHIBIT A
EXECUTIVE OFFICERS AND DIRECTORS OF ASSOCIATED PETROLEUM INVESTORS LTD.
(OTHER THAN ALEJANDRO PEDRO BULGHERONI)
Name Title Citizenship
---------------------------------- ------------------------------------------------------------ ----------------
Manuel H. Bana Director & President Argentina
Atilio M. Palmeiro Director, Vice President & Assistant Secretary Argentina
Silvestre Asurey Controller Argentina
CUSIP NO. 019645407 PAGE 10 OF 10 PAGES
EXHIBIT B
JOINT FILING AGREEMENT
The undersigned hereby agree to jointly prepare and file with regulatory
authorities a Schedule 13D and any future amendments thereto reporting each of
the undersigned's ownership of securities of Allis-Chalmers Energy Inc., and
hereby affirm that such Schedule 13D is being filed on behalf of each of the
undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934. The undersigned acknowledge that each
shall be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Date: August 23, 2006 ASSOCIATED PETROLEUM INVESTORS LTD.
By: /s/ Atilio M. Palmeiro
--------------------------------------------
Name: Atilio M. Palmeiro
Title: Vice President & Assistant Secretary
Date: August 23, 2006 ALEJANDRO PEDRO BULGHERONI
/s/ Alejandro Pedro Bulgheroni
---------------------------------------------------