##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D. C. 20549
 Form 10-K/A
 Amendment No. 1
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 FOR THE TRANSITION PERIOD FROM  TO
 Commission file number 1-2199
 ALLIS-CHALMERS ENERGY INC.
 (Exact name of registrant as specified in its charter)
 Delaware(State or other jurisdiction of 
incorporation or organization)
    
    39-0126090(I.R.S. Employer
Identification No.)5075 WESTHEIMER, SUITE 890
HOUSTON, TEXAS(Address of principal executive offices)
    
    77056(Zip code)
 (713) 369-0550  Registrants telephone number, including area code
 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 Title of Security:
    
    Name of Exchange:Common Stock, par value $0.01 per share
    
    New York Stock Exchange
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
 o þ
 Yes o No þ
 þ o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE:




---



##### 



Explanatory Note
     TABLE OF CONTENTS
 PagePART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    - 2 -Item 11. Executive Compensation
    
    
    - 6 -Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    - 24 -Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    - 27 -Item 14. Principal Accounting Fees and Services
    
    
    - 28 -PART IVItem 15. Exhibits, Financial Statement Schedules
    
    
    - 29 -Signatures and Certifications
    
    
    - 30 -Exhibit 31.1Exhibit 31.2Exhibit 32.1




---



##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 Information Regarding Directors
   Name
    
    Age
    
    Director SinceAli H. M. Afdhal
    
    64
    
    September 2006Munir Akram
    
    64
    
    September 2008Alejandro P. Bulgheroni
    
    65
    
    August 2006Victor F. Germack
    
    69
    
    January 2005James M. Hennessy
    
    60
    
    April 2007Munawar H. Hidayatallah
    
    64
    
    May 2001John E. McConnaughy, Jr.
    
    79
    
    May 2004Robert E. Nederlander
    
    76
    
    May 1989Zane Tankel
    
    69
    
    February 2007Leonard Toboroff
    
    76
    
    May 1989
 Ali H. M. Afdhal
 Munir Akram
 Alejandro P. Bulgheroni
  - 2 -




---



##### Table of Contents



Victor F. Germack
 James M. Hennessy
 Munawar H. Hidayatallah
 John E. McConnaughy, Jr.
 Robert E. Nederlander
 Zane Tankel
  - 3 -




---



##### Table of Contents



Leonard Toboroff
 Information Regarding Executive Officers
  Name
    
    Age
    
    PositionMunawar H. Hidayatallah
    
    64
    
    Chairman and Chief Executive OfficerVictor M. Perez
    
    55
    
    Chief Financial OfficerTheodore F. Pound III
    
    54
    
    General Counsel and SecretaryBruce Sauers
    
    45
    
    Vice President and Corporate ControllerTerrence P. Keane
    
    57
    
    Senior Vice PresidentOilfield ServicesMark C. Patterson
    
    50
    
    Senior Vice PresidentRental ServicesDavid K. Bryan
    
    52
    
    President and Chief Executive Officer of Strata Directional Technology LLCSteven Collins
    
    57
    
    President of Allis-Chalmers Production Services LLCGary Edwards
    
    57
    
    President of Allis-Chalmers Tubular Services LLCJohn A. Meyers
    
    48
    
    President of AirComp LLC
 Munawar H. Hidayatallah
 Victor M. Perez
 Theodore F. Pound III
  - 4 -




---



##### Table of Contents



Bruce Sauers
 Terrence P. Keane
 Mark C. Patterson
 David K. Bryan
 Steven Collins
 Gary Edwards
 John A. Meyers
  - 5 -




---



##### Table of Contents



Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Business Conduct and Ethics
   Audit Committee
    www.alchenergy.com
 
 ITEM 11. EXECUTIVE COMPENSATION
 Compensation Discussion and Analysis
  
    
    Munawar H. Hidayatallah  Chairman and Chief Executive Officer
 
    
    Victor M. Perez  Chief Financial Officer
  - 6 -




---



##### Table of Contents




    
    David K. Bryan  President and Chief Executive Officer of Strata Directional Technology
LLC
 
    
    Terrence P. Keane  Senior Vice President  Oilfield Services
 
    
    Mark C. Patterson  Senior Vice President  Rental Services
 Executive Compensation Philosophy
  
    
    Compensation decisions should reflect our strategy We have experienced rapid growth in
recent years. As we have grown, we have made compensation decisions that reflect our size
and growth.
 
    
    Total compensation should reflect performanceOur compensation program provides
incentives that reward executives for achieving short-term as well as long-term financial
and operational goals. Our total compensation program is managed so that a significant
amount of executive compensation is considered at risk, and conditioned on performance.
 
    
    Compensation levels must be competitiveDemand for qualified executive talent in our
industry is high, while the supply for this talent is limited. The level of base salaries,
short-term incentive opportunities, and long-term incentive opportunities established for
our named executive officers are intended to provide a total target compensation
opportunity in the range of the market median for executives in comparable positions and
markets in which we compete for talent.
 
    
    Executive interests should be aligned with those of our stockholdersThe value of our
executive compensation programs should generally vary as our stockholders interests
increase or decrease in value. Through the use of performance related annual incentives,
stock option grants, and restricted stock grants, we attempt to align the long-term
interests of our executives with those of our stockholders by linking a portion of
executive compensation to our long-term financial performance.
 
    
    Compensation programs should motivate executives to stay with us over the long-termIn
addition to providing compensation that is competitive with the market, we attempt to
provide incentive for our executives to stay with the company. We use time vested option
and restricted stock awards in our compensation program, providing retention incentives for
our executives to stay with us.
 Compensation Program Objectives
  Element
    
    Form of Compensation
    
    ObjectivesBase Pay
    
    Fixed Cash
    
    Recognize role,
responsibilities and
experience consistent
with market for
comparable positionsAnnual Bonus
    
    Variable Cash
    
    Reward operating
results and to
provide a strong
motivational tool to
achieve earnings
guidance and other
related
pre-established
objectivesLong-Term Incentive
    
    Stock Options and
Restricted Stock
Awards  Outcomes at
vesting are variable
as well as grant
levels
    
    Create strong
financial incentive
for achieving
long-term performance
and encourage a
significant equity
stake in our companyHealth, Life,
Retirement Savings
and Other Benefits
    
    Eligibility to
participate in
benefit plans
generally available
to our employees,
including retirement,
health, life
insurance and
disability plans
    
    Plans are part of the
broad-based benefits
program offered to
our employeesExecutive Benefits
and Perquisites
    
    Auto allowance for
our named executive
officers and
furnished apartment
in Houston for our
CEO
    
    Provide competitive
benefits to round out
a complete
compensation package
  - 7 -




---



##### Table of Contents



Pay for Performance Strategy
  
    
    The fixed elements are intended to provide the foundation of compensation paid to our
executives. Such elements recognize the individuals role in the company and are
reflective of experience level.
 
    
    The variable compensation elements of the annual bonus focus on our earnings per share
or earnings before interest, taxes, depreciation and amortization (EBITDA) as well as the
executives individual responsibilities and performance outcomes.
 
    
    Long-term compensation creates a direct link between the executives potential for
capital accumulation and stockholder return.
 Role of Compensation Committee
  
    
    evaluating and approving our overall compensation programs;
 
    
    annually reviewing the performance of and setting the compensation (i.e., salary,
incentive awards, and all other elements) for our chief executive officer;
 
    
    annually reviewing the performance of and recommending the compensation for the other
executive officers; and
 
    
    reviewing and approving annual goals and mechanics along with administering our annual
incentive and equity compensation plans and programs.
 Compensation Governance
   - 8 -




---



##### Table of Contents



Reviewed andCompensation Element
    
    Plan/Governance
    
    Recommended By:
    
    Approved By:CEO
    
    Base Salary
Annual Bonus
Long-Term Incentives
    
    Employment Agreement
Employment Agreement
2003 Incentive Stock
Plan
2006 Incentive Plan
    
    Compensation
Committee
    
    Board of DirectorsNamed
Executive
Officers
    
    Base Salary
Annual Bonus
Long-Term Incentives
    
    Employment Agreements
Employment Agreements
2003 Incentive Stock
Plan
2006 Incentive Plan
    
    CEO & Compensation
Committee
    
    Board of Directors
 Role of Compensation Consultants
  Role of Our Executive Officers in Establishing Compensation
  Benchmarking
    - 9 -




---



##### Table of Contents




    
    Core Laboratories
 
    
    Gulfmark Offshore Inc.
 
    
    NATCO Group Inc.
 
    
    Newpark Resources
 
    
    Oil States Intl. Inc.
 
    
    RPC Inc.
 
    
    Superior Energy Services Inc.
 
    
    Superior Well Services Inc.
 
    
    Tesco Corp.
 
    
    Tetra Technologies Inc.
 Components of Executive Compensation
  Base Salary
   
    
    the executives individual performance;
 
    
    the performance of the executives business unit within Allis-Chalmers;
 
    
    company-wide performance;
 
    
    the executives experience and expertise;
 
    
    the executives position and job responsibility;
 
    
    the executives years of service with us; and
 
    
    the competitive pay levels for similar positions.
   - 10 -




---



##### Table of Contents



Annual Incentive Compensation
   Annual Incentive Bonus Payouts for 2008
   Target
    
    
    2008 Target
    
    
    Actual 2008Payout % of
    
    
    Bonus
    
    
    TargetName
    
    Base
    
    
    Award
    
    
    Bonus PaidMunawar H. Hidayatallah
    
    
    100
    %
    
    $
    500,000
    
    
    
    Victor M. Perez
    
    
    50
    %
    
    $
    143,000
    
    
    
    David K. Bryan
    
    
    100
    %
    
    $
    250,000
    
    
    $
    250,000Terrence P. Keane
    
    
    100
    %
    
    $
    275,000
    
    
    $
    137,500Mark C. Patterson
    
    
    100
    %
    
    $
    250,000
    
    
    
    
  - 11 -




---



##### Table of Contents



Discretionary Bonus Payouts for 2008
   Long-Term Incentive Compensation
  Stock Options
 Restricted Stock
  - 12 -




---



##### Table of Contents



Perquisites
    Employee Benefits
  Executive Compensation Policies and Processes
 Equity Award Grant Practices
  Policy Regarding Section 162(m) of the Internal Revenue Code
    - 13 -




---



##### Table of Contents



Executive Stock Ownership Guidelines
  Compensation Committee Report
  The Compensation Committee of the Board of DirectorsAli H. M. Afdhal
Zane Tankel
 Summary Compensation Table
  Non-EquityStock
    
    
    Option
    
    
    Incentive Plan
    
    
    All OtherSalary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Compensation
    
    
    Compensation
    
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    
    ($)
    
    
    ($)(1)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)(6)
    
    
    ($)Munawar H. Hidayatallah
    
    
    2008
    
    
    
    500,000
    
    
    
    1,680,000
    
    
    
    4,608,455
    
    
    
    868,914
    
    
    
    
    
    
    
    148,354
    
    
    
    7,805,723Chairman & Chief
    
    
    2007
    
    
    
    475,000
    
    
    
    100,000
    
    
    
    2,013,444
    
    
    
    547,115
    
    
    
    
    
    
    
    139,034
    
    
    
    3,274,593Executive Officer
    
    
    2006
    
    
    
    400,000
    
    
    
    
    
    
    
    
    
    
    
    845,694
    
    
    
    400,000
    
    
    
    88,240
    
    
    
    1,733,934Victor M. Perez
    
    
    2008
    
    
    
    286,000
    
    
    
    71,500
    
    
    
    230,233
    
    
    
    54,924
    
    
    
    
    
    
    
    63,334
    
    
    
    705,991Chief Financial Officer
    
    
    2007
    
    
    
    270,833
    
    
    
    
    
    
    
    63,608
    
    
    
    81,912
    
    
    
    
    
    
    
    43,001
    
    
    
    459,3542006
    
    
    
    248,833
    
    
    
    100,000
    
    
    
    
    
    
    
    212,551
    
    
    
    120,000
    
    
    
    21,801
    
    
    
    703,185David K. Bryan
    
    
    2008
    
    
    
    250,000
    
    
    
    
    
    
    
    605,809
    
    
    
    
    
    
    
    250,000
    
    
    
    44,084
    
    
    
    1,149,893President and Chief
    
    
    2007
    
    
    
    250,000
    
    
    
    
    
    
    
    309,877
    
    
    
    5,284
    
    
    
    231,250
    
    
    
    21,148
    
    
    
    817,559Executive Officer of
    
    
    2006
    
    
    
    187,000
    
    
    
    
    
    
    
    
    
    
    
    33,038
    
    
    
    174,996
    
    
    
    12,941
    
    
    
    407,975Strata DirectionalTechnology LLCTerrence P. Keane(4)
    
    
    2008
    
    
    
    272,385
    
    
    
    
    
    
    
    518,622
    
    
    
    
    
    
    
    137,500
    
    
    
    62,269
    
    
    
    990,776Senior Vice President -
    
    
    2007
    
    
    
    202,404
    
    
    
    
    
    
    
    287,653
    
    
    
    38,399
    
    
    
    156,250
    
    
    
    40,393
    
    
    
    725,099Oilfield Services
    
    
    2006
    
    
    
    172,038
    
    
    
    
    
    
    
    
    
    
    
    128,957
    
    
    
    87,500
    
    
    
    16,062
    
    
    
    404,557Mark C. Patterson(5)
    
    
    2008
    
    
    
    241,403
    
    
    
    310,000
    
    
    
    38,975
    
    
    
    
    
    
    
    
    
    
    
    26,939
    
    
    
    617,317Senior Vice President -
    
    
    2007
    
    
    
    146,655
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,215
    
    
    
    151,870Rental Services LLC
    
    
    2006
    
    
    
    4,747
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,747
 (1)
    
    The amounts indicated represent the aggregate dollar amount of compensation expense, excluding the
reduction for risk of forfeiture, related to restricted stock awards recognized in our financial
statements during fiscal year 2008. The expense was determined in accordance with FAS 123(R) as
disclosed in Notes 1 and 10 to our financial statements included in our annual report on Form 10-K for
the year ended December 31, 2008.(2)
    
    The amounts indicated represent the aggregate dollar amount of compensation expense, excluding the
reduction for risk of forfeiture, related to stock option awards recognized in our financial statements
during fiscal year 2008 and includes amounts from awards granted prior to 2007. The expense was
determined in accordance with FAS 123(R) as disclosed in Notes 1 and 10 to our financial statements
included in our annual report on Form 10-K for the year ended December 31, 2008.  - 14 -




---



##### Table of Contents



(3)
    
    The amounts indicated represent annual incentive compensation paid pursuant to each executives
employment agreement.(4)
    
    Mr. Keane was promoted to Senior Vice PresidentOilfield Services in January 2008. Prior to his
promotion, Mr. Keane served as President and Chief Executive Officer of AirComp LLC.(5)
    
    Mr. Patterson was promoted to Senior Vice President  Rental Services in January 2008. Prior to his
promotion, Mr. Patterson served as Vice President of Sales and Business Development for Allis-Chalmers
Rental Services LLC. Mr. Patterson joined our company in December 2006.(6)
    
    The following table provides a summary of the All Other Compensation column and includes all perquisites: Summary of All Other Compensation
 401(k) plan
    
    
    
    
    
    
    Allis-ChalmersHealth
    
    
    Matching
    
    
    Car
    
    
    Provided
    
    
    Other PersonalBenefits
    
    
    Contributions
    
    
    Allowance
    
    
    Car
    
    
    Benefits
    
    
    TotalName
    
    Year
    
    
    ($)(1)
    
    
    ($)
    
    
    ($)
    
    
    ($)(2)
    
    
    ($)(3)
    
    
    ($)Munawar H. Hidayatallah
    
    
    2008
    
    
    
    72,721
    
    
    
    4,375
    
    
    
    
    
    
    
    14,543
    
    
    
    56,715
    
    
    
    148,3542007
    
    
    
    62,788
    
    
    
    7,500
    
    
    
    
    
    
    
    12,302
    
    
    
    56,444
    
    
    
    139,0342006
    
    
    
    27,832
    
    
    
    3,750
    
    
    
    
    
    
    
    7,023
    
    
    
    49,635
    
    
    
    88,240Victor M. Perez
    
    
    2008
    
    
    
    42,647
    
    
    
    8,687
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    63,3342007
    
    
    
    23,513
    
    
    
    7,488
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    43,0012006
    
    
    
    10,723
    
    
    
    4,578
    
    
    
    6,500
    
    
    
    
    
    
    
    
    
    
    
    21,801David K. Bryan
    
    
    2008
    
    
    
    27,714
    
    
    
    4,370
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    44,0842007
    
    
    
    10,801
    
    
    
    4,347
    
    
    
    6,000
    
    
    
    
    
    
    
    
    
    
    
    21,1482006
    
    
    
    6,941
    
    
    
    
    
    
    
    6,000
    
    
    
    
    
    
    
    
    
    
    
    12,941Terrence P. Keane
    
    
    2008
    
    
    
    42,294
    
    
    
    7,975
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    62,2692007
    
    
    
    22,418
    
    
    
    5,975
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    40,3932006
    
    
    
    5,751
    
    
    
    2,311
    
    
    
    8,000
    
    
    
    
    
    
    
    
    
    
    
    16,062Mark C. Patterson
    
    
    2008
    
    
    
    7,944
    
    
    
    6,995
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    26,9392007
    
    
    
    815
    
    
    
    4,400
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,2152006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    The amounts indicated represent actual health benefit premiums and expenses paid by Allis-Chalmers.(2)
    
    We provide a company car and driver to Mr. Hidayatallah for business reasons and for commuting to
and from the office. The cost of the driver was determined by allocating a portion of the total
actual employment costs of the administrative employee based on amount of driving time per
employee. The cost of the company car was determined by allocating a portion of the car purchase
price (total cost divided by three for the expected usage of the car in years), annual cost of
insurance, maintenance and other costs based on mileage incurred for commuting and personal use by
each employee.(3)
    
    Other personal benefits for Mr. Hidayatallah include $24,916 in Allis-Chalmers paid airline
flights and $31,799 in apartment and utility costs for the corporate apartment in Houston, Texas
for the fiscal year 2008.  - 15 -




---



##### Table of Contents



Grant of Plan-Based Awards
  All OtherStock
    
    
    All OtherOptionAwards:
    
    
    Awards:
    
    
    Exercise or
    
    
    Grant DateNumber of
    
    
    Number of
    
    
    Base Price
    
    
    Fair ValueEstimated Future Payouts Under
    
    
    Estimated Future Payouts Under
    
    
    Shares
    
    
    Securities
    
    
    of
    
    
    of StockNon-Equity Incentive Plan Awards (1)
    
    
    Equity Incentive Plan Awards
    
    
    of Stock
    
    
    Underlying
    
    
    Option
    
    
    and OptionGrant
    
    
    Approval
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    or Units
    
    
    Options
    
    
    Awards
    
    
    AwardsName
    
    Date
    
    
    Date
    
    
    $
    
    
    $
    
    
    $
    
    
    #
    
    
    #
    
    
    #
    
    
    #(2)
    
    
    #
    
    
    $/sh
    
    
    $(3)Munawar H. Hidayatallah
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    500,000
    
    
    
    Victor M. Perez
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    143,000
    
    
    
    7/1/2008
    
    
    
    5/2/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    436,00012/10/2008
    
    
    
    12/10/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    122,250David K. Bryan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    Terrence P. Keane
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    275,000
    
    
    
    7/1/2008
    
    
    
    5/2/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,000
    
    
    
    
    
    
    
    
    
    
    
    784,80012/10/2008
    
    
    
    12/10/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    45,000
    
    
    
    
    
    
    
    
    
    
    
    220,050Mark C. Patterson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    250,000
    
    
    
    1/29/2008
    
    
    
    1/29/2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    117,300
 (1)
    
    Reflects each named executive officers target amount of the annual
cash incentive bonus under our non-equity incentive compensation plan
for 2008. The amounts of the performance bonus awards made to the
named executive officers pursuant to the incentive compensation plan
for 2008 are set forth in the Non-Equity Incentive Plan Compensation
column of the Summary Compensation Table above.(2)
    
    The amounts indicated represent restricted stock awards granted during
fiscal year 2008. The vesting schedules for restricted stock awards
granted during the fiscal year 2008 are disclosed in the footnotes in
the following Outstanding Equity Awards table.(3)
    
    The valuation of restricted stock awards were determined in accordance
with FAS 123(R) as disclosed in Notes 1 and 10 to our financial
statements included in our annual report on Form 10-K for the year
ended December 31, 2008.  - 16 -




---



##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End 2008
  Options Awards
    
    
    Stock AwardsEquity IncentiveEquity Incentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Equity Incentive
    
    
    Plan Awards:Plan Awards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Plan Awards:
    
    
    Market orNumber of
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number
    
    
    Payout ValueSecurities
    
    
    Securities
    
    
    Securities
    
    
    
    
    
    
    
    
    
    
    Number of
    
    
    Market Value
    
    
    of Unearned
    
    
    of UnearnedUnderlying
    
    
    Underlying
    
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    
    of Shares or
    
    
    Shares, Units
    
    
    Shares, UnitsUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    
    
    
    
    Units of Stock
    
    
    Units of Stock
    
    
    or Other Rights
    
    
    or Other RightsOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    Option
    
    
    That Have
    
    
    That Have
    
    
    That Have
    
    
    That Have#
    
    
    #
    
    
    Options
    
    
    Price
    
    
    Expiration
    
    
    Not Vested
    
    
    Not Vested
    
    
    Not Vested
    
    
    Not VestedName
    
    Exercisable
    
    
    Unexercisable
    
    
    #
    
    
    $
    
    
    Date
    
    
    #
    
    
    $ (1)
    
    
    #
    
    
    $ (1)Munawar H. Hidayatallah
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    
    3.86
    
    
    
    2/2/201583,333
    
    
    
    
    
    
    
    
    
    
    
    10.85
    
    
    
    12/15/201540,000
    (2)
    
    
    160,000
    (2)
    
    
    
    
    
    
    21.95
    
    
    
    8/3/2017456,666
    (9)
    
    
    2,511,663Victor M. Perez
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    4.85
    
    
    
    10/11/201445,000
    
    
    
    
    
    
    
    
    
    
    
    10.85
    
    
    
    12/15/201515,000
    (3)
    
    
    21.95
    
    
    
    8/3/201725,000
    (10)
    
    
    137,50025,000
    (4)
    
    
    137,50025,000
    (5)
    
    
    137,500David K. Bryan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4.87
    
    
    
    5/24/201530,000
    (6)
    
    
    165,00075,000
    (7)
    
    
    412,500Terrence P. Keane
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    4.87
    
    
    
    5/24/201525,000
    
    
    
    
    
    
    
    
    
    
    
    10.85
    
    
    
    12/15/201536,000
    (6)
    
    
    198,00045,000
    (4)
    
    
    247,50045,000
    (5)
    
    
    247,500Mark C. Patterson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    (8)
    
    
    55,000
 (1)
    
    The values represented have been calculated by multiplying $5.50, the
closing price of our common stock on December 31, 2008, by the number
of shares of restricted stock.(2)
    
    The stock options were granted on August 3, 2007 and vest 20% on
 August 3, 2008, 20% on August 3, 2009 and 60% on August 3, 2010. On
March 11, 2009, Mr. Hidayatallah surrendered these options.(3)
    
    The performance-based stock options were granted on August 3, 2007
and vest 20% on August 3, 2008, 20% on August 3, 2009 and 60% on
August 3, 2010. Alternatively, the award vests 100% on August 3,
2010 if certain performance goals are met.  - 17 -




---



##### Table of Contents



(4)
    
    The restricted stock awards were granted on July 1, 2008 and vest 20%
on July 1, 2009, 20% on July 1, 2010 and 60% on July 1, 2011.(5)
    
    The restricted stock awards were granted on December 10, 2008 and
vest 20% on December 10, 2009, 20% on December 10, 2010 and 60% on
December 10, 2011.(6)
    
    The restricted stock awards were granted on June 14, 2007 and vest
20% on June 14, 2008, 20% on June 14, 2009 and 60% on June 14, 2010.(7)
    
    The restricted stock awards were granted on October 4, 2007 and vest
10% on October 4, 2009, 20% on October 4, 2010, 40% on October 4,
2011 and 30% on October 4, 2012.(8)
    
    The restricted stock awards were granted on January 29, 2008 and vest
20% on January 29, 2009, 20% on January 29, 2010 and 60% on January
29, 2011.(9)
    
    The performance-based restricted stock awards were granted on
September 17, 2007 to vest one-third each on April 1, 2008, 2009 and
2010 if certain performance goals are met. Alternatively, the award
would vest 100% on April 1, 2010 if certain performance goals are
met. On March 11, 2009, we amended these shares to, among other
things, extend the cumulative vesting of such restricted stock for an
additional year.(10)
    
    The performance-based restricted stock awards were granted on August
3, 2007 and vest 20% on August 3, 2008, 20% on August 3, 2009 and 60%
on August 3, 2010. Alternatively, the award vests 100% on the third
anniversary date if certain performance goals are met. Option Exercises and Stock Vested During Fiscal Year 2008
  Option Awards
    
    
    StockNumber of Shares
    
    
    Value Realized
    
    
    Number of Shares
    
    
    Value RealizedAcquired on Exercise
    
    
    on Exercise
    
    
    Vested
    
    
    at VestingName
    
    (#)
    
    
    ($)
    
    
    (#)
    
    
    ($)Munawar H. Hidayatallah
    
    
    
    
    
    
    
    
    
    
    228,334
    
    
    $
    3,970,728Victor M. Perez
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    David K. Bryan
    
    
    20,000
    
    
    $
    262,610
    
    
    
    7,500
    
    
    $
    128,400Terrence P. Keane
    
    
    
    
    
    
    
    
    
    
    9,000
    
    
    $
    154,080Mark C. Patterson
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 Director Compensation for Fiscal Year 2008
    - 18 -




---



##### Table of Contents



Fees Earned or
    
    
    Stock
    
    
    Option
    
    
    All OtherPaid in Cash
    
    
    Awards(2)
    
    
    Awards
    
    
    Compensation
    
    
    TotalName (1)
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Ali H.M. Afdhal
    
    
    52,000
    
    
    
    59,378
    
    
    
    
    
    
    
    
    
    
    
    111,378Munir Akram(3)
    
    
    10,000
    
    
    
    1,735
    
    
    
    
    
    
    
    
    
    
    
    11,735Alejandro Bulgheroni
    
    
    40,000
    
    
    
    59,378
    
    
    
    
    
    
    
    
    
    
    
    99,378Carlos Bulgheroni
    
    
    40,000
    
    
    
    59,378
    
    
    
    
    
    
    
    
    
    
    
    99,378Victor F. Germack
    
    
    102,000
    
    
    
    59,378
    
    
    
    
    
    
    
    
    
    
    
    161,378James M. Hennessy
    
    
    47,500
    
    
    
    59,378
    
    
    
    
    
    
    
    
    
    
    
    106,878John E. McConnaughy Jr.
    
    
    52,000
    
    
    
    59,378
    
    
    
    
    
    
    
    
    
    
    
    111,378Robert E. Nederlander
    
    
    58,000
    
    
    
    59,378
    
    
    
    
    
    
    
    
    
    
    
    117,378Zane Tankel
    
    
    52,000
    
    
    
    59,378
    
    
    
    
    
    
    
    
    
    
    
    111,378Leonard Toboroff
    
    
    180,000
    (4)
    
    
    59,378
    
    
    
    
    
    
    
    15,547
    (5)
    
    
    254,925
 (1)
    
    Mr. Hidayatallah was a member of our board of directors and an executive
officer during 2008 and has been omitted from the table because he did not
receive any additional compensation for serving on our board. Information
regarding Mr. Hidayatallahs compensation is listed in the Summary
Compensation Table in this proxy statement.(2)
    
    The amounts indicated represent the aggregate dollar amount of
compensation expense, excluding the reduction for risk of forfeiture,
related to restricted stock awards recognized in our financial statements
during fiscal year 2008 and includes amounts from awards granted prior to
2008. Directors were granted 4,000 restricted shares on December 4, 2008
with a grant date fair value of $20,840. The valuation of restricted
stock awards and associated expense were determined in accordance with FAS
123(R) as disclosed in Notes 1 and 10 to our financial statements included
in our annual report on Form 10-K for the year ended December 31, 2008.
As of December 31, 2008, each of our directors, except for Mr.
Hidayatallah, owned 4,000 shares of restricted stock that vests on
December 4, 2009.(3)
    
    Munir Akram was appointed to our board of directors on September 19, 2008.(4)
    
    This amount includes consulting fees paid to Mr. Toboroff of $15,000 per
month, pursuant to an oral consulting agreement.(5)
    
    This amount includes actual health benefit premiums paid by Allis-Chalmers. Employment Agreements and Change-in-Control Arrangements with Management
   - 19 -




---



##### Table of Contents



Employment Agreements
 Munawar H. Hidayatallah
 Victor M. Perez
 David Bryan
 Terrence P. Keane
  - 20 -




---



##### Table of Contents



Mark Patterson
 Severance and Change in Control Arrangements
   
    
    the commission of any act of dishonesty, fraud, misrepresentation,
misappropriation, or embezzlement involving Allis-Chalmers;
 
    
    the unauthorized use or disclosure of any confidential information or trade
secrets of Allis-Chalmers;
 
    
    any violation of a law or regulation applicable to our business, which violation
does or is reasonably like to cause material injury to Allis-Chalmers;
 
    
    executives conviction of, or plea of nolo contendereor guilty to (a) a felony
or (b) any other crime which involves moral turpitude;
 
    
    executives continued failure, in the sole discretion of the board, to perform
the principal duties, functions and responsibilities of his position (other than any
such failure resulting from executives disability) or to follow the directives of
the board after written notice from Allis-Chalmers identifying the deficiencies in
performance and a reasonable cure period of not less than thirty (30) days of any
breach capable of cure;
 
    
    gross negligence or willful misconduct in the performance of executives duties;
or
 
    
    a material and willful breach of executives fiduciary duties to Allis-Chalmers.
  - 21 -




---



##### Table of Contents




    
    demote the executive to a lesser position, either in title or responsibility;,
 
    
    decrease the executives salary or benefits below the highest level in effect at
anytime during his employment;,
 
    
    require the executive to relocate to a principal place of business more than 50
miles from our current principal place of business, with certain exceptions;
 
    
    are subject to a change in control (as defined below), unless executive accepts
employment with the successor; or
 
    
    breach any other material term of the employment agreement which is not cured
within 30 days after receiving notice of such breach.
  
    
    the acquisition by any individual, entity or group, or person of ownership of
more than 50% of either (1) the then outstanding shares of common stock or (2) the
combined voting power of our then outstanding voting securities entitled to vote,
with certain exceptions;
 
    
    individuals who currently constitute the board of directors cease for any reason
to constitute at least a majority of the board, with several exceptions;
 
    
    a complete liquidation or dissolution of Allis-Chalmers; or
 
    
    (a) the consummation of a reorganization, merger or consolidation or (b) the sale
or other disposition of all or substantially all of our assets unless, in each case,
immediately following the event
 
    
    Our stockholders immediately before the event own, directly or indirectly,
at least 50% of the combined voting power of our then outstanding voting
securities in substantially the same proportion as their ownership of us, or
    
    At least a majority of the members of the board of directors of the entity
resulting from the transaction were members of the incumbent board at the time
of the execution of the agreement providing for the transaction.
  - 22 -




---



##### Table of Contents



Value of Unvested
    
    
    Value of UnvestedEquity Awards if
    
    
    Equity Awards if
    
    
    
    
    
    
    Total ifChange of
    
    
    Terminated
    
    
    Total if Change
    
    
    TerminatedName
    
    Salary Continuation
    
    
    Control(1)
    
    
    Without Cause
    
    
    of Control
    
    
    Without CauseVictor M. Perez,
    
    $
    286,000
    
    
    $
    412,500
    (2)
    
    
    
    
    
    $
    698,500
    
    
    $
    286,000Chief Financial
OfficerDavid Bryan,
    
    $
    375,000
    
    
    $
    577,500
    (3)
    
    
    
    
    
    $
    952,500
    
    
    $
    375,000President and Chief
Executive Officer
of Strata
Directional
Technology LLCTerrence P. Keane,
    
    $
    412,500
    
    
    $
    693,000
    (3)
    
    
    
    
    
    $
    1,105,500
    
    
    $
    412,500Senior Vice
PresidentOilfield
ServicesMark Patterson,
    
    $
    250,000
    
    
    $
    44,000
    (3)
    
    
    
    
    
    $
    294,000
    
    
    $
    250,000Senior Vice
PresidentRental
Services
 (1)
    
    The value of accelerated stock options have been calculated as the difference between
the strike price and the market price of $5.50 per share of our common stock as of December
31, 2008, multiplied by the number of options vesting as a result of the change of control.
The value of restricted stock has been calculated by multiplying $5.50, the closing price
of a share of our common stock on December 31, 2008, by the number of shares of restricted
stock held by each named executive officer that would vest.(2)
    
    This amount includes 25,000 performance awards in the form of restricted stock that
would automatically vest upon a change in control of Allis-Chalmers and 50,000 shares of
restricted stock that would vest only if there was a change of control of Allis-Chalmers
and the successor company refused to assume or continue the agreement covering these
shares.(3)
    
    The equity awards represented by this column would vest only if there was a change of
control of Allis-Chalmers and the successor company refused to assume or continue the
agreement covering these shares.  - 23 -




---



##### Table of Contents



Salary
    
    
    Value of UnvestedEvent
    
    Continuation
    
    
    Equity Awards (1)
    
    
    TotalDeath
    
    
    
    
    
    $
    2,511,633
    
    
    $
    2,511,633Disability
    
    
    
    
    
    $
    2,511,633
    
    
    $
    2,511,633For Cause
    
    
    
    
    
    
    
    
    
    
    Without Cause
    
    $
    1,500,000
    
    
    $
    2,511,633
    
    
    $
    4,011,663Change of Control
    
    $
    1,500,000
    
    
    $
    2,511,633
    
    
    $
    4,011,663
 (1)
    
    This amount represents 456,666 shares of performance-based restricted stock
multiplied by $5.50, the closing price of a share of our common stock on December 31,
2008. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
 Securities Authorized for Issuance Under Equity Compensation Plans
  Number ofSecurities to be
    
    
    WeightedIssued Upon
    
    
    Average Exercise
    
    
    Number of SecuritiesExercise of
    
    
    Price of
    
    
    Remaining AvailableOutstanding
    
    
    Outstanding
    
    
    for Future IssuanceOptions, Warrants
    
    
    Options, Warrants
    
    
    Under EquityPlan Category
    
    And Rights
    
    
    and Rights
    
    
    Compensation PlansEquity compensation plans approved by security holders
    
    
    1,379,398
    
    
    $
    10.94
    
    
    
    281,789Equity compensation plans not approved by security holders
    
    
    4,000
    
    
    $
    13.75
    
    
    
    Total
    
    
    1,383,398
    
    
    $
    10.95
    
    
    
    281,789
 Equity Compensation Plans Not Approved By Security Holders
    - 24 -




---



##### Table of Contents



Securities Ownership of Management and Certain Beneficial Owners
  
    
    each of our named executive officers;
    
    each of our directors;
    
    all of our directors and executive officers as a group; and
    
    each other person known by us to be a beneficial owner of more than 5% of our outstanding
common stock.
   Shares Beneficially OwnedName and Address
    
    Number
    
    
    Percentage(1)Named Executive Officers:Munawar H. Hidayatallah(2)
    
    
    458,553
    
    
    
    1.3Victor M. Perez(3)
    
    
    145,000
    
    
    
    *David Bryan(4)
    
    
    112,500
    
    
    
    *Terrence P. Keane(5)
    
    
    175,000
    
    
    
    *Mark Patterson(6)
    
    
    10,000
    
    
    
    *Directors:Ali H. M. Afdhal(7)
    
    
    11,000
    
    
    
    *Munir Akram(8)
    
    
    4,000
    
    
    
    *Alejandro P. Bulgheroni(9)
    
    
    4,000,000
    
    
    
    11.2Victor F. Germack(10)
    
    
    20,000
    
    
    
    *James M. Hennessy(11)
    
    
    24,200
    
    
    
    *John E. McConnaughy, Jr.(12)
    
    
    8,000
    
    
    
    *Robert E. Nederlander(13)
    
    
    558,732
    
    
    
    1.6Zane Tankel(14)
    
    
    76,500
    
    
    
    *Leonard Toboroff(15)
    
    
    371,594
    
    
    
    1.0All directors and executive officers as a
group(19 persons)
    
    
    6,180,412
    
    
    
    17.0Other 5% Holders:Dimensional Fund Advisors LP(16)
    
    
    2,261,216
    
    
    
    6.3Keeley Asset Management Corp.(17)
    
    
    1,953,000
    
    
    
    5.5Grupo Carso, S.A.B. de C.V. (18)
    
    
    3,297,000
    
    
    
    9.2
 
 *
    
    Less than one percent.(1)
    
    Based on an aggregate of 35,687,288 shares issued and outstanding as of April 5, 2009.  - 25 -




---



##### Table of Contents



(2)
    
    Includes 167,220 shares of common stock owned of record by the Hidayatallah Family Trust, of
which Mr. Hidayatallah is the trustee, and 8,000 shares of common stock owned of record by
Munawar Hidayatallah SEP IRA. These shares also include options to purchase 283,333 shares of common stock, which are
exercisable within 60 days.(3)
    
    Includes (i) 25,000 shares of restricted stock of which 5,000 shares vest on July 1, 2009,
5,000 shares vest on July 1, 2010 and 15,000 shares vest on July 1, 2011; (ii) 25,000 shares
of restricted stock of which 5,000 shares vest on December 10, 2009, 5,000 shares vest on
December 10, 2010 and 15,000 shares vest on December 10, 2011. Also includes options to
purchase 70,000 shares of common stock, which are exercisable within 60 days.(4)
    
    Includes restricted stock awards in the amount of (i) 30,000 shares, of which 7,500 shares
vest on June 14, 2009 and 22,500 shares vest on June 14, 2010 and (ii) 75,000 shares, of which
7,500 shares vests on October 4, 2009, 15,000 shares vests on October 4, 2010, 30,000 shares
vests on October 4, 2011, and 22,500 shares vests on October 4, 2012.(5)
    
    Includes restricted stock awards in the amount of (i) 36,000 shares, of which 9,000 shares
vest on June 14, 2009 and 27,000 shares vest on June 14, 2010; (ii) 45,000 shares, of which
9,000 shares vest on July 1, 2009, 9,000 shares vest on July 1, 2010 and 27,000 shares vest on
July 1, 2011 and (iii) 45,000 shares, of which 9,000 shares vest on December 10, 2009, 9,000
shares vest on December 10, 2010 and 27,000 shares vest on December 10, 2011. Also includes
options to purchase 40,000 shares of common stock, which are exercisable within 60 days.(6)
    
    Includes restricted stock awards in the amount of 8,000 shares, of which 2,000 shares vest on
January, 29, 2010 and 6,000 shares vest on January 29, 2011.(7)
    
    Includes 4,000 shares of restricted stock that vest on December 4, 2009.(8)
    
    Includes 4,000 shares of restricted stock that vest on December 4, 2009.(9)
    
    Includes (i) 1,000,000 shares held of record by Global Oilfield Holdings Ltd. and (ii)
2,989,000 shares held of record by Associated Petroleum Investors Ltd. Each such entity is
indirectly beneficially owned by Mr. Bulgheroni. Mr. Bulgheroni disclaims beneficial
ownership of these securities except to the extent of his pecuniary interest therein. Also
includes 4,000 shares of restricted stock that vest on December 4, 2009.(10)
    
    Includes 4,000 shares of restricted stock that vest on December 4, 2009.(11)
    
    Includes 4,000 shares of restricted stock that vest on December 4, 2009.(12)
    
    Includes 4,000 shares of restricted stock that vest on December 4, 2009.(13)
    
    206,666 of these shares are owned by RER Corp., a corporation controlled by Mr. Nederlander.
Includes 4,000 shares of restricted stock that vest on December 4, 2009.(14)
    
    Includes 4,000 shares of restricted stock that vest on December 4, 2009.(15)
    
    37,860 of these shares are owned by the Leonard Toboroff P.C. Profit Sharing Trust, of which
Mr. Toboroff is the sole trustee and beneficiary, and 5,001 of these shares are owned by Lenny
Corp., of which Mr. Toboroff is the sole shareholder. Includes 4,000 shares of restricted
stock that vest on December 4, 2009.(16)
    
    Based on information contained in a Schedule 13G filed on February 9, 2009, by Dimensional
Fund Advisors LP (Dimensional). Dimensional is an investment advisor to four investment
companies and serves as investment manager to certain other commingled group trusts and
separate accounts. These investment companies, trusts and accounts are the Funds. In its
role as investment advisor or manager, Dimensional possesses investment and/or voting power
over the reported shares that are owned by the Funds, and may be deemed to be the beneficial
owner of the shares held by the Funds. However, all reported securities are owned by the Funds
and Dimensional disclaims beneficial ownership of such securities. To the knowledge of
Dimensional, the interest of any one such Fund does not exceed 5% of the class of securities.
Dimensional has sole voting and dispositive power over 2,178,782 of the
shares. The principal business address of Dimensional Fund Advisors LP is Palisades West,
Building One, 6300 Bee Cave Road, Austin, Texas, 78746.  - 26 -




---



##### Table of Contents



(17)
    
    Based on information contained in a Schedule 13G filed on February 13, 2009, by Keeley Asset
Management Corp. and Keeley Small Cap Value Fund, a series of Keeley Funds, Inc. Keeley Asset
Management Corp. has sole voting and dispositive power over all of the shares. The principal
business address of each of Keeley Asset Management Corp. and Keeley Small Cap Value Fund is
401 South LaSalle Street, Chicago, Illinois 60605.(18)
    
    Based on information contained in a Schedule 13G/A filed on February 13, 2009, by Carso
Infraestructura y Construcción, S.A.B. de C.V. (Carso Infraestructura), Grupo Carso, S.A.B.
de C.V. (Grupo Carso), Inmobiliaria Carso, S.A. de C.V. (Immobiliaria) and each of Carlos
Slim Helú, Carlos Slim Domit, Marco Antonio Slim Domit, Patrick Slim Domit, María Soumaya Slim
Domit, Vanessa Paola Slim Domit and Johanna Monique Slim Domit (such individuals are
collectively referred to as the Slim Family). Grupo Carso owns a majority of the
outstanding voting securities of Carso Infraestructura, and the members of the Slim Family
beneficially own, directly and indirectly, a majority of the outstanding voting equity
securities of Grupo Carso. The members of the Slim Family are also beneficiaries of a Mexican
trust which in turn owns all of the outstanding voting securities of Inmobiliaria. As a
result, each member of the Slim Family may be deemed to have shared voting and dispositive
power over all of the reported shares. In addition, (i) Carso Infraestructura directly owns
1,816,000 of the shares, and as a result, each of Grupo Carso and Carso Infraestructura have
shared voting and dispositive power over such shares and (ii) Inmobiliaria directly owns
1,481,000 of the shares and has shared voting and dispositive power over such shares. The
principal business address for Carso Infraestructura and Grupo Carso is Miguel de Cervantes
Saveedra #255, Col. Granada CP, 11520 México, D.F., México. The principal business address
for Inmobiliaria is Avenida Insurgentes Sur #3500, PB, Colonia Peña Pobre, Delegación Tlalpan,
CP, 14060 México D.F., México. The principal business address for each member of the Slim
Family is Paseo de las Palmas 736, Colonia Lomas de Chapultepec, 11000 México, D.F., México. 
 ITEM 13 . CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
 Certain Relationships and Related Party Transactions
     - 27 -




---



##### Table of Contents



Related Party Transaction Approval Policy
  Director Independence
  
 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
 Principal Accounting Fees and Services
  Fiscal YearFee Category
    
    2008
    
    
    2007Audit Fees(1)
    
    $
    1,038,459
    
    
    $
    1,111,415Audit Related Fees(2)
    
    
    189,621
    
    
    
    88,435Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    $
    1,228,080
    
    
    $
    1,199,850
 (1)
    
    Includes fees and out-of-pocket charges paid for audit of our annual financial statements and
reviews of the related quarterly financial statements.(2)
    
    Includes fees paid for assurance and related services that are reasonably related to the
performance of the audit or review of our financial statements and are not reported under
Audit Fees. These services include accounting and reporting consultations. Pre-Approval Policies and Procedures
   - 28 -




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
        - 29 -




---



##### Table of Contents



SIGNATURES
  /s/ Munawar H. Hidayatallah

Munawar H. HidayatallahChief Executive Officer and Chairman
  Name
    
    Title
    
    Date/s/ Munawar H. Hidayatallah

Munawar H. Hidayatallah
    
    Chairman and Chief Executive Officer
(Principle Executive Officer)
    
    April 29, 2009/s/ Victor M. Perez

Victor M. Perez
    
    Chief Financial Officer
(Principal Financial Officer)
    
    April 29, 2009/s/ Bruce Sauers

Bruce Sauers
    
    Chief Accounting Officer
(Principal Accounting Officer)
    
    April 29, 2009/s/ Ali H. M. Afdhal

Ali H. M. Afdhal
    
    Director
    
    April 29, 2009Munir Akram
    
    Director
    
    April 29, 2009/s/ Alejandro P. Bulgheroni

Alejandro P. Bulgheroni
    
    Director
    
    April 29, 2009/s/ Victor F. Germack

Victor F. Germack
    
    Director
    
    April 29, 2009James
M. Hennessy
    
    Director
    
    April 29, 2009/s/ John E. McConnaughy, Jr.

John E. McConnaughy, Jr.
    
    Director
    
    April 29, 2009Robert
E. Nederlander
    
    Director
    
    April 29, 2009/s/ Zane Tankel 
Zane
Tankel
    
    Director
    
    April 29, 2009/s/ Leonard Toboroff

Leonard Toboroff
    
    Director
    
    April 29, 2009
  - 30 -




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    Description2.1
    
    
    First Amended Disclosure Statement pursuant to Section 1125 of
the Bankruptcy Code, dated September 14, 1988, which includes the
First Amended and Restated Joint Plan of Reorganization dated
September 14, 1988 (incorporated by reference to Registrants
Current Report on Form 8-K dated December 1, 1988).2.2
    
    
    Reorganization Trust Agreement dated September 14, 1988 by and
between Registrant and John T. Grigsby, Jr., Trustee
(incorporated by reference to Exhibit D of the First Amended and
Restated Joint Plan of Reorganization dated September 14, 1988
included in Registrants Current Report on Form 8-K dated
December 1, 1988).2.3
    
    
    Agreement and Plan of Merger dated as of May 9, 2001 by and among
Registrant, Allis-Chalmers Acquisition Corp. and Oil Quip
Rentals, Inc. (incorporated by reference to Exhibit 2.1 to the
Registrants Current Report on Form 8-K filed May 15, 2001).2.4
    
    
    Stock Purchase Agreement dated February 1, 2002 by and between
Registrant and Jens H. Mortensen, Jr. (incorporated by reference
to Exhibit 10.1 to the Registrants Current Report on Form 8-K
filed February 21, 2002).2.5
    
    
    Stock Purchase Agreement dated February 1, 2002 by and among
Registrant, Energy Spectrum Partners LP, and Strata Directional
Technology, Inc. (incorporated by reference to Exhibit 2.10 to
the Registrants Annual Report on Form 10-K for the year ended
December 31, 2001).2.6
    
    
    Stock Purchase Agreement dated August 10, 2004 by and among
Allis-Chalmers Corporation and the investors named thereto
(incorporated by reference to Exhibit 10.37 to the Registration
Statement on Form S-1 (Registration No. 118916) filed on
September 10, 2004).2.7
    
    
    Amendment to Stock Purchase Agreement dated August 10, 2004
(incorporated by reference to Exhibit 10.38 to the Registration
Statement on Form S-1 (Registration No. 118916) filed on
September 10, 2004).2.8
    
    
    Addendum to Stock Purchase Agreement dated September 24, 2004
(incorporated by reference to Exhibit 10.55 to Registrants
Current Report on Form 8-K filed on September 30, 2004).2.9
    
    
    Asset Purchase Agreement dated November 10, 2004 by and among
AirComp LLC, a Delaware limited liability company, Diamond Air
Drilling Services, Inc., a Texas corporation, and Marquis Bit
Co., L.L.C., a New Mexico limited liability company, Greg Hawley
and Tammy Hawley, residents of Texas and Clay Wilson and Linda
Wilson, residents of New Mexico (incorporated by reference to
Exhibit 10.61 to the Registrants the Current Report on Form 8-K
filed on November 16, 2004).2.10
    
    
    Purchase Agreement and related Agreements by and among
Allis-Chalmers Corporation, Chevron USA, Inc., Dale Redman and
others dated December 10, 2004 (incorporated by reference to
Exhibit 10.63 to the Registrants Current Report on Form 8-K
filed on December 16, 2004).2.11
    
    
    Stock Purchase Agreement dated April 1, 2005, by and among
Allis-Chalmers Energy Inc., Thomas Whittington, Sr., Werlyn R.
Bourgeois and SAM and D, LLC. (incorporated by reference to
Exhibit 10.51 to the Registrants Current Report on Form 8-K
filed on April 5, 2005).2.12
    
    
    Stock Purchase Agreement effective May 1, 2005, by and among
Allis-Chalmers Energy Inc., Wesley J. Mahone, Mike T. Wilhite,
Andrew D. Mills and Tim Williams (incorporated by reference to
Exhibit 10.51 to the Registrants Current Report on Form 8-K
filed on May 6, 2005).2.13
    
    
    Purchase Agreement dated July 11, 2005 among Allis-Chalmers
Energy Inc., Mountain Compressed Air, Inc. and M-I, L.L.C.
(incorporated by reference to Exhibit 10.42 to the Registrants
Current Report on Form 8-K filed on July 15, 2005).2.14
    
    
    Asset Purchase Agreement dated July 11, 2005 between AirComp LLC,
W.T. Enterprises, Inc. and William M. Watts (incorporated by
reference to Exhibit 10.43 to the Registrants Current Report on
Form 8-K filed on July 15, 2005).2.15
    
    
    Asset Purchase Agreement by and between Patterson Services, Inc.
and Allis-Chalmers Tubular Services, Inc. (incorporated by
reference to Exhibit 10.44 to the Registrants Current Report on
Form 8-K filed on September 8, 2005).
  - 31 -




---



##### Table of Contents



Exhibit
    
    Description2.16
    
    
    Stock Purchase Agreement dated as of December 20, 2005 between
the Registrant and Joe Van Matre (incorporated by reference to
Exhibit 10.33 to the Registrants Annual Report on Form 10-K for
the year ended December 31, 2005).2.17
    
    
    Stock Purchase Agreement, dated as of April 27, 2006, by and
among Bridas International Holdings Ltd., Bridas Central Company
Ltd., Associated Petroleum Investors Limited, and the Registrant.
(incorporated by reference to Exhibit 2.3 to the Registrants
Quarterly Report on Form 10-Q for the quarter ended March 31,
2006).2.18
    
    
    Stock Purchase Agreement, dated as of October 17, 2006, by and
between Allis-Chalmers Production Services, Inc. and Randolph J.
Hebert (incorporated by reference to Exhibit 10.1 to the
Registrants Current Report on Form 8-K filed on October 19,
2006).2.19
    
    
    Asset Purchase Agreement, dated as of October 25, 2006, by and
between the Registrant and Oil & Gas Rental Services, Inc.
(incorporated by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed on October 26, 2006).2.20
    
    
    Agreement and Plan of Merger by and among the Registrant, Bronco
Drilling Company, Inc. and Elway Merger Sub, Inc., dated as of
January 23, 2008 (incorporated by reference to Exhibit 2.1 to the
Registrants Form 8-K filed on January 24, 2008).2.21
    
    
    First Amendment, dated as of June 1, 2008, to the Agreement and
Plan of Merger by and among the Registrant, Bronco Drilling
Company, Inc. and Elway Merger Sub, Inc., dated as of January 23,
2008 (incorporated by reference to Exhibit 2.1 to the
Registrants Form 8-K filed on June 2, 2008).2.22
    
    
    Stock Purchase Agreement, dated December 19, 2008, by and between
the Registrant and BrazAlta Resources Corp. (filed as
Exhibit 2.22 to the Registrants Form 10-K filed on March 9,
2009).3.1
    
    
    Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 to the Registrants
Annual Report on Form 10-K for the year ended December 31, 2001).3.2
    
    
    Certificate of Designation, Preferences and Rights of the
Series A 10% Cumulative Convertible Preferred Stock($.01 Par
Value) of Registrant (incorporated by reference to Exhibit 3.1 to
the Registrants Current Report on Form 8-K filed February 21,
2002).3.3
    
    
    Second Amended and Restated By-laws of Registrant (incorporated
by reference to Exhibit 3.1 to the Registrants Current Report of
Form 8-K filed April 3, 2008).3.4
    
    
    Certificate of Amendment of Certificate of Incorporation filed
with the Delaware Secretary of State on June 9, 2004
(incorporated by reference to Exhibit 3.3 to the Registrants
Quarterly Report on Form 10-Q for the quarter ended June 30,
2004).3.5
    
    
    Certificate of Amendment of Certificate of Incorporation filed
with the Delaware Secretary of State on January 5, 2005
(incorporated by reference to Exhibit 3.5 to the Registrants
Current Report on Form 8-K filed January 11, 2005).3.6
    
    
    Certificate of Amendment of Certificate of Incorporation filed
with the Delaware Secretary of State on August 16, 2005
(incorporated by reference to Exhibit 3.5 to the Registrants
Current Report on Form 8-K filed August 17, 2005).4.1
    
    
    Specimen Stock Certificate of Common Stock of Registrant
(incorporated by reference to Exhibit 4.1 to the Registrants
Quarterly Report on Form 10-Q for the quarter ended June 30,
2004).4.2
    
    
    Registration Rights Agreement dated as of March 31, 1999, by and
between Allis-Chalmers Corporation and the Pension Benefit
Guaranty Corporation (incorporated by reference to Exhibit 10.3
to the Registrants Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999).4.3
    
    
    Registration Rights Agreement dated as of January 29, 2007 by and
among Allis-Chalmers Energy Inc., the Guarantors named therein
and the Initial Purchasers named therein (incorporated by
reference to Exhibit 10.2 to the Registrants Current Report on
Form 8-K filed on January 29, 2007).
  - 32 -




---



##### Table of Contents



Exhibit
    
    Description4.4
    
    
    Registration Rights Agreement dated as of January 18, 2006 by and
among Allis-Chalmers Energy Inc., the Guarantors named therein
and the Initial Purchasers named therein (incorporated by
reference to Exhibit 10.2 to the Registrants Current Report on
Form 8-K filed on January 24, 2006).4.5
    
    
    Registration Rights Agreement dated as of August 14, 2006 by and
among the Registrant, the guarantors listed on Schedule A thereto
and RBC Capital Markets Corporation (incorporated by reference to
Exhibit 10.1 to the Registrants Form 8-K filed on August 14,
2006).4.6
    
    
    Indenture dated as of January 18, 2006 by and among the
Registrant, the Guarantors named therein and Wells Fargo Bank,
N.A., as trustee (incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on Form 8-K filed on January 24,
2006).4.7
    
    
    First Supplemental Indenture dated as of August 11, 2006 by and
among Allis-Chalmers GP, LLC, Allis-Chalmers LP, LLC,
Allis-Chalmers Management, LP, Rogers Oil Tool Services, Inc.,
the Registrant, the other Guarantors (as defined in the Indenture
referred to therein) and Wells Fargo Bank, N.A (incorporated by
reference to Exhibit 4.2 to the Registrants Form 8-K filed on
August 14, 2006).4.8
    
    
    Second Supplemental Indenture dated as of January 23, 2007 by and
among Petro-Rentals, Incorporated, the Registrant, the other
Guarantor parties thereto and Wells Fargo Bank, N.A., as trustee
(incorporated by reference to Exhibit 10.1 to the Registrants
Current Report on Form 8-K filed on January 24, 2007).4.9
    
    
    Indenture, dated as of January 29, 2007, by and among the
Registrant, the Guarantors named therein and Wells Fargo Bank,
N.A. (incorporated by reference to Exhibit 4.1 to the
Registrants Current Report on Form 8-K filed on January 29,
2007).4.10
    
    
    Form of 9.0% Senior Note due 2014 (incorporated by reference to
Exhibit A to Exhibit 4.1 to the Registrants Current Report on
Form 8-K filed on January 24, 2006).4.11
    
    
    Form of 8.5% Senior Note due 2017 (incorporated by reference to
Exhibit A to Exhibit 4.1 to the Registrants Current Report on
Form 8-K filed on January 29, 2007).10.1
    
    
    Amended and Restated Retiree Health Trust Agreement dated
September 14, 1988 by and between Registrant and Wells Fargo Bank
(incorporated by reference to Exhibit C-1 of the First Amended
and Restated Joint Plan of Reorganization dated September 14,
1988 included in Registrants Current Report on Form 8-K dated
December 1, 1988).10.2
    
    
    Amended and Restated Retiree Health Trust Agreement dated
September 18, 1988 by and between Registrant and Firstar Trust
Company (incorporated by reference to Exhibit C-2 of the First
Amended and Restated Joint Plan of Reorganization dated
September 14, 1988 included in Registrants Current Report on
Form 8-K dated December 1, 1988).10.3
    
    
    Product Liability Trust Agreement dated September 14, 1988 by and
between Registrant and Bruce W. Strausberg, Trustee (incorporated
by reference to Exhibit E of the First Amended and Restated Joint
Plan of Reorganization dated September 14, 1988 included in
Registrants Current Report on Form 8-K dated December 1, 1988).10.4
    *
    
    Allis-Chalmers Savings Plan (incorporated by reference to
Registrants Annual Report on Form 10-K for the year ended
December 31, 1988).10.5
    *
    
    Allis-Chalmers Consolidated Pension Plan (incorporated by
reference to Registrants Annual Report on Form 10-K for the year
ended December 31, 1988).10.6
    
    
    Agreement dated as of March 31, 1999 by and between Registrant
and the Pension Benefit Guaranty Corporation (incorporated by
reference to Exhibit 10.1 to the Registrants Quarterly Report on
Form 10-Q for the quarter ended June 30, 1999).
  - 33 -




---



##### Table of Contents



Exhibit
    
    Description10.7
    
    
    Letter Agreement dated May 9, 2001 by and between Registrant and the Pension Benefit Guarantee
Corporation (incorporated by reference to Exhibit 99.1 to the Registrants Current Report on Form 8-k
filed May 15, 2001).10.8
    
    
    Termination Agreement dated May 9, 2001 by and between Registrant, the Pension Benefit Guarantee
Corporation and others (incorporated by reference to Exhibit 99.2 Registrants Current Report on
Form 8-K filed on May 15, 2001).10.9
    *
    
    Executive Employment Agreement, dated April 1, 2007, by and between the Registrant and Munawar H.
Hidayatallah (incorporated by reference to Exhibit 10.3 to the Registrants Form 8-K filed on November
6, 2007).10.10
    *
    
    Amendment to Executive Employment Agreement, dated as of December 31, 2008, by and between the
Registrant and Munawar H. Hidayatallah (incorporated by reference to Exhibit 10.2 to the Registrants
Form 8-K filed on January 7, 2009).10.11
    *
    
    Executive Employment Agreement, effective April 3, 2007, by and between the Registrant and Victor M.
Perez (incorporated by reference to Exhibit 10.4 to the Registrants Form 8-K filed on November 6,
2007).10.12
    *
    
    Executive Employment Agreement, effective July 1, 2007, by and between the Registrant and Terrence P.
Keane (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed on July 24, 2007).10.13
    *
    
    Amendment to Employment Agreement among the Registrant, AirComp LLC and Terrene P. Keane, effective
April 1, 2008 (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed on May 1,
2008).10.14
    *
    
    Second Amendment to Executive Employment Agreement, dated December 31, 2008, by and between the
Registrant, and Terrene P. Keane (filed as Exhibit 10.14 to the Registrants Form 10-K filed on March
9, 2009).10.15
    *
    
    Executive Employment Agreement, dated December 3, 2007, by and between the Registrant and Theodore F.
Pound III (incorporated by reference to Exhibit 10.2 to the Registrants Form 8-K filed on December 6,
2007).10.16
    *
    
    Executive Employment Agreement, effective July 1, 2007, by and between the Registrant and David K.
Bryan (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed on July 13, 2007).10.17
    *
    
    Amendment to Executive Employment Agreement, dated December 31, 2008, by and between Strata Directional
Technology LLC and David K. Bryan (filed as Exhibit 10.17 to the Registrants Form 10-K filed on March
9, 2009).10.18
    *
    
    Executive Employment Agreement, effective January 1, 2008, by and between the Registrant and Mark C.
Patterson (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed on February 25,
2008).10.19
    
    
    Strategic Agreement dated July 1, 2003 between Pan American Energy LLC Sucursal Argentina and DLS
Argentina Limited Sucursal Argentina (incorporated by reference to Exhibit 10.13 to the Registrants
Quarterly Report on Form 10-Q filed on December 29, 2006).10.20
    
    
    Amendment No. 1 dated May 18, 2005 to Strategic Agreement between Pan American Energy LLC Sucursal
Argentina and DLS Argentina Limited Sucursal Argentina (incorporated by reference to Exhibit 10.14 to
the Registrants Quarterly Report on Form 10-Q filed on December 29, 2006).10.21
    
    
    Amendment No. 2 dated January 1, 2006 between Pan American Energy LLC Sucursal Argentina and DLS
Argentina Limited Sucursal Argentina (incorporated by reference to Exhibit 10.15 to the Registrants
Quarterly Report on Form 10-Q filed on December 29, 2006).10.22
    
    
    Investor Rights Agreement, dated December 18, 2006, by and between the Registrant and Oil & Gas Rental
Services, Inc. (incorporated by reference to Exhibit 10.2 to the Registrants Current Report on
Form 8-K filed on December 19, 2006).10.23
    
    
    First Amendment to Investor Rights Agreement, dated June 23, 2008, by and among the Registrant and the
holders named thereto (incorporated by reference to Exhibit 10.1 to the Registrants Current Report on
Form 8-K filed on June 26, 2008).
  - 34 -




---



##### Table of Contents



Exhibit
    
    Description10.24
    
    
    Investors Rights Agreement dated as of August 18, 2006 by and among the Registrant and the investors
named on Exhibit A thereto (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K
filed on August 14, 2006).10.25
    *
    
    2003 Incentive Stock Plan (incorporated by reference to Exhibit 4.12 to the Registrants Current Report
on Form 8-K filed August 17, 2005).10.26
    *
    
    Form of Option Certificate issued pursuant to 2003 Incentive Stock Plan (incorporated by reference to
Exhibit 10.41 to the Registrants Annual Report on Form 10-K for the year ended December 31, 2003).10.27
    *
    
    2006 Incentive Plan, as amended and restated (filed as Exhibit 10.27 to the Registrants Form 10-K filed on March 9, 2009).10.28
    *
    
    Form of Employee Restricted Stock Agreement pursuant to the Registrants 2006 Incentive Plan
(incorporated by reference to Exhibit 10.2 to the Registrants Form 8-K filed on September 18, 2006).10.29
    *
    
    Form of Employee Nonqualified Stock Option Agreement pursuant to the Registrants 2006 Incentive Plan
(incorporated by reference to Exhibit 10.3 to the Registrants Form 8-K filed on September 18, 2006).10.30
    *
    
    Form of Employee Incentive Stock Option Agreement pursuant to the Registrants 2006 Incentive Plan
(incorporated by reference to Exhibit 10.4 to the Registrants Form 8-K filed on September 18, 2006).10.31
    
    
    Form of Non-Employee Director Restricted Stock Agreement pursuant to the Registrants 2006 Incentive
Plan (incorporated by reference to Exhibit 10.5 to the Registrants Form 8-K filed on September 18,
2006).10.32
    *
    
    Form of Non-Employee Director Nonqualified Stock Option Agreement pursuant to the Registrants 2006
Incentive Plan (incorporated by reference to Exhibit 10.6 to the Registrants Form 8-K filed on
September 18, 2006).10.33
    *
    
    Form of Performance Award Agreement, as amended and restated effective December 31, 2008, pursuant to
the Registrants 2006 Incentive Plan (filed as Exhibit 10.33 to the Registrants Form 10-K filed on
March 9, 2009).10.34
    
    
    Second Amended and Restated Credit Agreement, dated as of April 26, 2007, by and among the Registrant,
as borrower, Royal Bank of Canada, as administrative agent and collateral agent, RBC Capital Markets,
as lead arranger and sole bookrunner, and the lenders party thereto (incorporated by reference to
Exhibit 10.1 to the Registrants Form 8-K filed on January 7, 2009).10.35
    
    
    First Amendment to Second Amended and Restated Credit Agreement, dated as of December 3, 2007, by and
among the Registrant, the guarantors named thereto, Royal Bank of Canada and the lenders named thereto
(incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed on December 6, 2007).10.36
    
    
    Second Amendment to Second Amended and Restated Credit Agreement, dated as of December 29, 2008, by and
among the Registrant, as borrower, Royal Bank of Canada, as administrative agent, and the lenders named
thereto (incorporated by reference to Exhibit 10.1 to the Registrants Form 8-K filed on January 7,
2009).10.37
    
    
    Amended and Restated Guaranty, dated April 26, 2007, by each of the guarantors named thereto in favor
of Royal Bank of Canada, as administrative agent and collateral agent (incorporated by reference to
Exhibit 10.2 to the Registrants Form 8-K filed on May 10, 2007).10.38
    
    
    Amended and Restated Pledge and Security Agreement, dated April 26, 2007, by the Registrant in favor of
Royal Bank of Canada, as administrative agent and collateral agent (incorporated by reference to
Exhibit 10.3 to the Registrants Form 8-K filed on May 10, 2007).
  - 35 -




---



##### Table of Contents



Exhibit
    
    Description10.39
    
    
    Credit Agreement, dated January 31, 2008, among the Registrant, as lender, BCH Ltd., as borrower, and
BCH Energy do Brasil Servicos de Petroleo Ltda., as guarantor (incorporated by reference to
Exhibit 10.1 to the Registrants Form 8-K filed on February 6, 2008).10.40
    
    
    Option to Purchase and Governance Agreement, dated January 31, 2008, among the Registrant, BrazAlta
Resources Corp. and BCH Ltd. (incorporated by reference to Exhibit 10.2 to the Registrants Form 8-K
filed on February 6, 2008).10.41
    
    
    Subordination Agreement, dated January 31, 2008, among the Registrant, Standard Bank PLC, BCH Ltd., BCH
Energy do Brasil Servicos de Petroleo Ltda. and BrazAlta Resources Corp. (incorporated by reference to
Exhibit 10.3 to the Registrants Form 8-K filed on February 6, 2008).10.42
    
    
    Form of Convertible Subordinated Secured Debenture (incorporate by reference to Schedule E to
Exhibit 10.1 to the Registrants Form 8-K filed on February 6, 2008).10.43
    *
    
    Agreement, dated April 1, 2007, by and between the Registrant and David Wilde (incorporated by
reference to Exhibit 99.1 to the Registrants Current Report on Form 8-K filed on April 3, 2007).10.44
    
    
    Mutual Termination and Release Agreement, dated August 8, 2008, by and among the Registrant, Bronco
Drilling Company, Inc. and Elway Merger Sub LLC (incorporated by reference to Exhibit 10.1 to the
Registrants Current Report on Form 8-K filed on August 8, 2008).21.1
    
    
    Subsidiaries of Registrant (filed as Exhibit 21.1 to the Registrants Form 10-K filed on March 9, 2009).23.1
    
    
    Consent of UHY LLP (filed as Exhibit 23.1 to the Registrants Form 10-K filed on March 9, 2009).31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Compensation Plan or
Agreement.  - 36 -