ITEM 1. BUSINESS
Cracker Barrel Old Country Store, Inc. (the "Company" or "Cracker Barrel") was incorporated in October 1969 under the laws of the State of Tennessee. The Company owns and operates 229 full service "country store" restaurants which are located in the southeast, midwest, mid-atlantic and southwest United States along interstate highways, including 6 stores located at "tourist destinations". These family restaurants serve breakfast, lunch and dinner between the hours of 6:00 a.m. and 10:00 p.m. (11:00 p.m. on Fridays and Saturdays) and feature home style country cooking prepared on the premises from the Company's own recipes using quality ingredients and emphasizing authenticity. Menu items are moderately priced and include country ham, chicken, fish, barbecue pork ribs, roast beef, beans, turnip greens, vegetable plates, salads, sandwiches, pancakes, eggs, bacon, sausage and grits. The restaurants do not serve alcoholic beverages. The stores are constructed in a rustic, country store design and feature a separate gift shop area offering a wide variety of items specializing in hand-blown glassware, cast iron cookware, toys and wood crafts as well as various old fashioned candies, jellies and other foods. The Company considers its store operations to constitute an integrated, single line of business.
The Company owns and operates three Cracker Barrel Old Country Store Corner Markets (the "Corner Market") which are located on major thoroughfares in the Middle Tennessee area. The Corner Markets serve lunch and dinner between the hours of 10:30 a.m. and 9:00 p.m. and feature home style country cooking prepared on the premises from the Company's own recipes using quality ingredients. The menu in these stores is a down-scaled version of the menu offered in the traditional Cracker Barrel Old Country Store and include meatloaf, chicken and dumplings, roast beef, and grilled chicken tenderloin as daily entrees as well as an assortment of freshly prepared vegetables. The Corner Markets do not serve alcoholic beverages. The stores are constructed in an old fashioned market design, are free-standing and incorporate a drive-through/pick-up window. Two of the Corner Market properties are ground leases and the third Corner Market property is owned by the Company. The stores feature a hot food display case, along with refrigerated display cases for desserts and chilled food items such as sandwiches, salads, and drinks and a limited selection of food-related merchandise. The Corner Markets have indoor seating for approximately 50 people and outdoor seating for approximately 20 people. The Company is encouraged by initial volumes and will continue to monitor the progress of this concept before reaching a decision on future expansion plans.
Operations
Store Format: The format of each of Cracker Barrel's traditional stores consists of a rustic, country store style building. All stores are free standing buildings with adequate parking facilities and standard landscaping. Store interiors are subdivided into a dining area consisting of approximately 26% of the total interior store space, a gift shop area consisting of approximately 21% of such space, with the balance primarily consisting of kitchen and storage areas. All stores have wood-burning fireplaces and are decorated with antique-style furnishings and other authentic items of the past similar to those used and sold in original old country stores. The kitchen areas contain modern food preparation and storage equipment allowing for extensive flexibility in menu variation and development.
Products: Cracker Barrel's restaurants offer rural American cooking featuring the Company's own recipes. In keeping with the Company's emphasis on authenticity and quality, Cracker Barrel's traditional restaurants prepare menu selections on the premises. The Company's traditional restaurants offer breakfast, lunch and dinner from a moderately-priced menu. Most items may be ordered at any time throughout the day. Breakfast items include juices, eggs, pancakes, bacon, country ham, sausage, grits, and a variety of biscuit specialties, with prices for a breakfast meal ranging from $2.59 to $7.49. Lunch and dinner items include country ham, chicken, fish, steak, barbecue pork ribs, roast beef, beans, turnip greens, vegetable plates, salads, sandwiches, homemade soups and specialty items such as beef stew with muffins. Lunches and dinners range in price from $2.99 to $13.99. The Company from time to time increases its prices and increased its menu prices approximately 3% in February 1995.
The gift shops, which are decorated with antique signs, primitive tools and other memorabilia in a turn-of-the-century atmosphere, offer a wide variety of items consisting primarily of hand-blown glassware, cast iron cookware, old-fashioned crockery, handcrafted figurines, classic children's toys and various other gift items, as well as various candies, preserves, smoked sausage, syrups and other foodstuffs. Many of the candy items, smoked bacon, jellies and jams along with other high quality products are sold under the Cracker Barrel Old Country Store brand name.
Product Merchandising: Cracker Barrel maintains a quality control department which also develops new and improved menu items in response to shifts in customer preferences and changes in supply of ingredients used in the Company's menu items. Company merchandising specialists are involved on a continuing basis in selecting and positioning of merchandise in the gift shop areas. Management believes that the Company has adequate flexibility to meet future shifts in consumer preference on a timely basis.
Store Management: Store management typically consists of a general manager, four associate managers and a gift shop manager who are responsible for approximately 93 employees on two shifts. The relative complexity of operating a Cracker Barrel Old Country Store requires an effective management team at the individual store level. As a motivation to store managers to improve sales and operational efficiency, Cracker Barrel has a bonus plan designed to provide store management with an opportunity to share in the pre-tax profits of their store. To assure that individual stores are operated at a high level of quality, the Company emphasizes the selection and training of store managers and has a level of District Management to assist individual store managers.
The store management recruiting and training program begins with an evaluation and screening program. In addition to multiple interviews and background and experience verification, the Company conducts testing which it believes is important in selecting those applicants best suited to manage store operations. Those candidates who successfully pass this screening process are then required to complete a 10-week training program conducted at the Company's Lebanon, Tennessee facility. This program allows new managers the opportunity to become familiar with the Company's operations, management objectives, controls and evaluation criteria before assuming management responsibility.
Purchasing and Distribution: Cracker Barrel negotiates directly with food vendors as to price and other material terms of most food purchases. The Company purchases the majority of its food products and restaurant supplies on a cost-plus basis through a distributor headquartered in Nashville, Tennessee with custom distribution centers in Lebanon, Tennessee and Gainesville, Florida. The distributor is responsible for placing food orders and warehousing and delivering food products to the Company's stores. This distributor is not affiliated with the Company. Certain perishable food items are purchased locally by the Company's stores.
The majority of gift shop items are purchased directly by Cracker Barrel, warehoused at its Lebanon warehouse and shipped to the stores.
The single food category accounting for the largest share (approximately 16%) of the Company's food purchasing expense is pork. The single food item within the pork category accounting for the largest share (approximately 4%) of the Company's food purchasing expense is country ham. The Company presently purchases its pork food items through twelve vendors and its country ham through two vendors. Should any pork items from these vendors become unavailable for any reason, management is of the opinion that these food items could be obtained in sufficient quantities from other sources at competitive prices.
Quality, Cost and Inventory Controls: Costs are monitored by management to determine if any material variances in food cost or operating expenses have occurred. The Company's computer system is used to analyze store operating information by providing management reports for continual monitoring of sales mix and detailed operational cost data. This system is also used in the development of budget analyses and planning.
Marketing: New store locations generally are not advertised in the media until several weeks after they have been opened in order to give the staff time to adjust to local customer habits and traffic volume. To effectively reach consumers in the primary trade area for each Cracker Barrel store and also interstate travelers and tourists, outdoor advertising is the primary advertising media utilized, accounting for approximately 54% of advertising expenditures. Advertising costs are approximately 2% of annual sales.
Seasonal Aspects: Historically the profits of the Company have been lower in the second fiscal quarter than in the first and third fiscal quarters and highest in the fourth fiscal quarter. Management attributes these variations primarily to the decrease in interstate tourist traffic during the winter months and the increase in interstate tourist traffic during the summer months.
Working Capital: Since substantially all sales in the restaurant industry are for cash, the Company, like most other restaurant companies, is able and may from time to time operate with a negative working capital. Inventories are generally financed from normal trade credit aided by rapid turnover of the restaurant inventory.
Expansion
The Company's primary customer is the interstate traveler. Therefore, the Company's major emphasis in the opening of new stores will continue to be locating stores at interstate highway locations. In addition, specific major tourist destinations will be targeted as potential locations for new units.
The Company opened thirty-six new stores in fiscal 1995. Three of the stores are located on: Interstate 35 in Lewisville, Texas, Eagan, Minnesota and Fort Worth, Texas; three are located on Interstate 94 in Woodbury, Minnesota, Stevensville, Michigan and Port Huron, Michigan; three are located on Interstate 75 in Monroe, Michigan, Port Charlotte, Florida and Saginaw, Michigan; two are located on Interstate 10 in Pensacola, Florida and West Houston, Texas; two are located on Interstate 20 in Arlington, Texas and Shreveport, Louisiana; two are located on Interstate 25 in Northglenn, Colorado and Colorado Springs, Colorado; two are located on Interstate 65 in Shepherdsville, Kentucky and Madison, Alabama; two are located on Interstate 70 in Troy, Illinois and Independence, Missouri; two are located on Interstate 95 in Mechanicsville, Virginia and West Palm Beach, Florida, and one each on Interstate 4 in Lakeland, Florida, Interstate 24 in Chattanooga, Tennessee , Interstate 34 in San Antonio, Texas, Interstate 40 in Amarillo, Texas, Interstate 45 in League City, Texas, Interstate 64 in Evansville, Indiana, Interstate 71 in Mansfield, Ohio, Interstate 74 in Morton, Illinois, Interstate 77 in North Canton, Ohio, Interstate 80 in Joliet, Illinois, Interstate 83 in York, Pennsylvania, Interstate 85 in Opelika, Alabama, Interstate 88 in Naperville, Illinois, Interstate 90 in Madison, Wisconsin and Interstate 96 in Lansing, Michigan.
The Company plans to open forty-three new stores by the end of fiscal 1996. Eleven of the stores are already open; two are on Interstate 95 in Ashland, Virginia and Stuart, Florida, and there is one each on Highway 360 in Arlington, Texas, Interstate 25 in Albuquerque, New Mexico, Interstate 35 in Olathe, Kansas, Interstate 40 in Clemmons, North Carolina, Interstate 65 in Edinburgh, Indiana, Interstate 66 in Manassas, Virginia, Interstate 72 in Decatur, Illinois, Interstate 85 in Concord, North Carolina and Interstate 90 in Rockford, Illinois.
Prior to committing to a new location, the Company performs extensive reviews of various available sites, gathering approximate cost, demographic and traffic data. The Company utilizes in-house engineers to consult on architectural plans, to develop engineering plans and to oversee new construction. The Company is currently engaged in the process of seeking and selecting new sites, negotiating purchase or lease terms and developing chosen sites.
It is the Company's preference to own its restaurant properties. The Company presently owns 212 of its 229 traditional restaurant properties. The other 17 properties are either ground leases or ground and building leases. Currently, average cost for a new store is approximately $650,000 for land and $1,850,000 for site work, building and equipment. The current store size is approximately 10,000 square feet with 178 seats in the restaurant.
Employees
As of July 28, 1995, Cracker Barrel employed 26,299 people, of whom 133 were in advisory and supervisory capacities, 1,374 were in store management positions and 13 were officers of the Company. Most of the restaurant personnel are employed on a full-time basis. The Company has an incentive plan for its hourly employees which is intended to lower turnover and to increase productivity by providing a defined career path through testing and ranking of employees. The Company's employees are not represented by any union, and management considers its employee relations to be good.
Competition
The restaurant business is highly competitive and is often affected by changes in the taste and eating habits of the public, local and national economic conditions affecting spending habits, and population and traffic patterns. The principal basis of competition in the industry is the quality and price of the food products offered. Site selection, quality and speed of service, advertising and the attractiveness of facilities are also important.
There are a large number of restaurants catering to the public, including several franchised operations in the family segment of the restaurant industry, which are substantially larger and have greater financial and marketing resources than those of the Company and which compete directly and indirectly in all areas in which the Company operates.
Trademarks
The Company owns certain registered copyrights, patents and trademarks relating to the names "Cracker Barrel Old Country Store" and "Cracker Barrel Old Country Store's Corner Market," as well as their logos, menus, designs of buildings, and other aspects of operations. The Company believes that the use of these names have some value in maintaining the atmosphere and public acceptance of its mode of operations.
Research and Development
While research and development are important to the Company, these expenditures have not been material.
Compliance With Environmental Protection Requirements
Compliance with federal, state and local provisions which have been enacted or adopted regulating the discharge of materials into the environment should have no material effect upon capital expenditures, earnings, or the competitive position of the Company.
ITEM 2.

ITEM 2. PROPERTIES
The Company's present corporate headquarters and warehouse facilities are situated on approximately 120 acres of land owned by the Company in Lebanon, Tennessee.
The Company utilizes approximately 190,000 square feet of office space and 270,000 square feet of warehouse facilities. The management feels that the current amount of office space is sufficient to meet the Company's needs through the end of the fiscal 1997. As the number of stores increases, the need for more warehouse space will also increase. Because of this, the Company plans to expand the gift shop distribution center by approximately 120,000 square feet in fiscal 1996.
In addition to the corporate facilities, the Company owns or leases the following properties:
See "Business-Operations" and "Business-Expansion" for additional information on the Company's stores.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS
The Company is not involved in any material pending legal proceedings.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
Pursuant to Instruction 3 to Item 401(b) of Regulation S-K and General Instruction G(3) to Form 10-K, the following information is included in Part I of this Form 10-K.
Executive Officers of the Registrant ____________________________________
The following table sets forth certain information concerning the executive officers of the Company as of October 2, 1995:
The following background material is provided for those executive officers who have been employed by the Registrant for less than five years:
Prior to his employment with the Company in August, 1995, Mr. Magruder was Vice-Chairman of Darden Restaurants, Inc. from December 1994 to August 1995. Mr. Magruder had been employed by General Mills for 23 years, serving in various capacities within their restaurant division. Previously, Mr. Magruder was Executive Vice President of General Mills Restaurants and President of the Olive Garden from 1987 to 1994.
Prior to his employment with the Company in January 1995, Mr. Fisher was Executive Vice President of Marketing with Baker's Square since 1993. Mr. Fisher was Vice President of Marketing with Shakey's Pizza, Inc. from 1989 to 1993.
PART II
ITEM 5.

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Since the initial public offering of the Company's common stock in November 1981, the Company's common stock has been traded on The Nasdaq Stock Market (National Market) with the symbol CBRL. There were 17,158 shareholders of record as of October 2, 1995.
The following table indicates the high and low sales prices of the Company's common stock as reported on The Nasdaq Stock Market (National Market) during the periods indicated.
In September 1983 the Board of Directors of the Company initiated a policy of declaring dividends on a quarterly basis. Prior to such date the Board followed a policy of declaring annual dividends during the first fiscal quarter. Quarterly dividends of $.005 per share were paid during all four quarters of fiscal 1994 and 1995. The Company foresees paying comparable cash dividends per share in the future.
The covenants relating to the 9.53% Senior Notes in the original amount of $30,000,000 restrict the payment of cash dividends and the purchase of treasury stock. Retained earnings not restricted under the covenants were approximately $271,000,000 at July 28, 1995.
ITEM 6.

ITEM 6. SELECTED FINANCIAL DATA
The table "Selected Financial Data" on page 17 of the Company's Annual Report to Shareholders for the year ended July 28, 1995 (the "1995 Annual Report") is incorporated herein by reference.
ITEM 7.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following portions of the 1995 Annual Report are incorporated herein by reference:
Management's Discussion and Analysis of Financial Condition and Results of Operations on pages 18 and 19.
ITEM 8.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following portions of the 1995 Annual Report are incorporated herein by reference:
Financial Statements and Independent Auditors' Report on pages 20 through 31.
Quarterly Financial Data (Unaudited) on page 30.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item with respect to directors of the Company is incorporated herein by reference to the section entitled "Election of Directors" in the Company's definitive proxy statement for its 1995 Annual Meeting of Shareholders (the "1995 Proxy Statement"). The information required by this item with respect to executive officers of the Company is set forth in Part I of this Form 10-K.
ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference to the section entitled "Executive Compensation" in the Company's 1995 Proxy Statement.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by reference to the section entitled "Security Ownership of Management" in the Company's 1995 Proxy Statement.
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference to the section entitled "Transactions with Management" in the Company's 1995 Proxy Statement.
PART IV
ITEM 14.

ITEM 14. EXHIBITS AND REPORTS ON FORM 8-K
A. List of documents filed as part of this report:
1. The following Financial Statements and the Report of Deloitte & Touche LLP on pages 20 through 31 of the 1995 Annual Report are incorporated herein by reference:
Independent Auditors' Report dated September 6, 1995
Balance Sheets as of July 28, 1995 and July 29, 1994
Statements of Income for each of the three fiscal years ended July 28, 1995, July 29, 1994 and July 30, 1993
Statements of Changes in Stockholders' Equity for each of the three fiscal years ended July 28, 1995, July 29, 1994 and July 30, 1993
Statements of Cash Flows for each of the three fiscal years ended July 28, 1995, July 29, 1994 and July 30, 1993
Notes to Financial Statements
2. The exhibits listed in the accompanying Index to Exhibits on pages 14 & 15 are filed as part of this annual report.
B. Reports on Form 8-K:
There were no reports filed on Form 8-K during the fourth quarter of the fiscal year ended July 28, 1995.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Cracker Barrel Old Country Store, Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CRACKER BARREL OLD COUNTRY STORE, INC.
Date: October 23, 1995
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Company and in the capacities and on the dates indicated.
INDEX TO EXHIBITS
Exhibit _______


ITEM 1. BUSINESS.
(a) Development of the Business
GENERAL
Allis-Chalmers Corporation ("Allis-Chalmers" or the "Company") was incorporated in 1913 under Delaware law. The Company sold its major operating businesses in 1988 in accordance with its First Amended and Restated Joint Plan of Reorganization (Plan of Reorganization) under Chapter 11 of the United States Bankruptcy Code. The Plan of Reorganization was confirmed by the Bankruptcy Court on October 31, 1988 after acceptance by creditors and shareholders and was consummated on December 2, 1988. See Item 3. LEGAL PROCEEDINGS for a discussion of such proceedings.
The Company has its principal executive office in West Allis, Wisconsin and it maintains three wholly-owned subsidiaries. One subsidiary, Houston Dynamic Service, Inc., operates a machine repair business in Houston, Texas; the other two subsidiaries, KILnGAS R&D, Inc. and U.S. Fluidcarbon Inc., are inactive.
On September 22, 1994, the Company sold its B.R.B. Industries division. B.R.B. Industries, which was acquired by the Company on December 20, 1989 in a purchase of assets, is a Hoboken, New Jersey manufacturer of molded fabric products serving the apparel and lingerie markets and the home sewing and notions industries.
(b) Financial Information About Industry Segments
The Company operates in a single industry segment -- the repair and service of mechanical rotating equipment for the industrial, utility and governmental aftermarkets.
(c) Narrative Description of Business
The principal business activities of the Company are as follows:
MACHINE REPAIR
Sales of the machine repair business operated by Houston Dynamic Service, Inc. (HDS), a wholly-owned subsidiary of the Company, were $3,190,000 in 1995, $3,580,000 in 1994 and $3,298,000 in 1993. The decrease in sales from 1994 was primarily the result of a weakened market for machinery repair and services.
HDS services and repairs various types of mechanical equipment, including compressors (centrifugal, rotary, axial and reciprocating), pumps, turbines, engines, heat exchangers, centrifuges, rollers, gears, valves, blowers, kilns, crushers and mills. Services provided include
emergency repair, disassembly, inspection, repair testing, parts duplication, machining, balancing, metalizing, milling, grinding, boring, welding, modification, reassembly, field machining, maintenance, alignment, field service, installation, startup and training.
HDS employed 30 people on December 31, 1995. It operates out of a facility in Houston, Texas which was purchased by HDS in 1990. The facility includes repair shop and office space.
HDS serves various industrial customers, including those in the petrochemical, chemical, refinery, utility, waste and waste treatment, minerals processing, power generation, pulp and paper and irrigation industries.
OTHER DATA
Competition in the Company's machine repair business consists of nine major original equipment manufacturers (OEM) and numerous smaller independent competitors. Many of these competitors have special strengths in certain product areas because of customer preferences for OEM suppliers or because specialized patented technologies are offered. The principal methods of competition are price, quality, delivery, customer service and warranty.
The principal raw materials and purchased components used in the machine repair business are alloy and stainless steels, castings and forgings, aluminum, copper, gears and other basic materials. Alternative sources of supply exist or could be developed for all of these raw materials and components. This business is highly labor intensive.
Some of the Company's products, processes and systems are covered by patents owned by or licensed to the Company. No particular product, process or system is dependent on a single fundamental patent, the loss of which would jeopardize the Company's businesses. The Company licenses the use of a number of its trademarks, from which it receives income.
In 1995, the Company recorded sales to one customer which accounted for 10% or more of total sales -- Amoco Chemical generated 26% of 1995 sales, 19% of 1994 sales and 22% of 1993 sales. In 1994 the Company, had two customers which accounted for 10% or more of total sales. Amoco Chemical (detailed above) and Chevron Corporation generated 15% of 1994 sales. In 1993 sales of 10% or more of the total sales were made to two customers -- Amoco Chemical (detailed above) and Siemens Corporation at 11% of 1993 sales.
Expenditures relating to compliance with federal, state and local environmental protection laws are not expected to have a material effect on the Company's capital expenditures, results of operations, financial condition or competitive position. The Company is not aware of any present statutory requirements concerning environmental quality that would necessitate capital outlays which would materially affect the Company. In conjunction with consummation of the Plan of Reorganization, the Company settled all known environmental claims asserted by the United States Environmental Protection Agency (EPA) as well as claims asserted by certain state agencies. However, the EPA and eight third parties have claimed that Allis-Chalmers is liable for cleanup costs associated with certain hazardous waste disposal sites in which products
manufactured and sold by Allis-Chalmers before consummation of the Plan of Reorganization were ultimately disposed of by others. Since Allis- Chalmers manufactured and sold the products disposed of in these sites before consummation of the Plan of Reorganization, Allis-Chalmers has taken the position that all cleanup costs or other liabilities related to these sites were discharged in the bankruptcy. See Item 3. LEGAL PROCEEDINGS.
The Company's employment was 34, 41 and 136 at December 31, 1995, 1994 and 1993 respectively.
For more detailed information, the 1995 Consolidated Financial Statements, Notes to Consolidated Financial Statements and Management's Discussion and Analysis should be read in their entirety.
(d) Financial Information About Foreign and Domestic Operations and Export Sales
The Company has no foreign operations or significant export sales.
ITEM 2.

ITEM 2. PROPERTIES.
The Company's principal operating facility is a repair shop and office building in Houston, Texas which is owned by HDS. Allis-Chalmers leases its administrative offices in West Allis, Wisconsin on a short-term basis. The facilities are considered adequate and suitable for the Company's principal business.
ITEM 3.

ITEM 3. LEGAL PROCEEDINGS.
REORGANIZATION PROCEEDINGS UNDER CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE
On June 29, 1987 Allis-Chalmers and 17 of its domestic subsidiaries filed separate voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. The Plan of Reorganization was confirmed by the Bankruptcy Court on October 31, 1988 after acceptance by creditors and shareholders, and the Plan of Reorganization was consummated on December 2, 1988.
At confirmation, the Bankruptcy Court approved the establishment of the A- C Reorganization Trust as the primary vehicle for distributions under the Plan of Reorganization, two trust funds to service health care and life insurance programs for retired employees and a trust fund to process and liquidate future product liability claims. Cash of approximately $400 million and other assets with a net book value of $38 million were distributed to creditors or transferred to the trusts, and the trusts assumed responsibility for substantially all remaining cash distributions to be made to holders of claims and interests pursuant to the Plan of Reorganization. The Company was thereby discharged of all debts that arose before confirmation of the Plan of Reorganization,
and all of its capital stock was canceled and made eligible for exchange for shares of the reorganized Company.
The Company does not administer any of the aforementioned trusts and retains no responsibility for the assets transferred to or distributions to be made by such trusts pursuant to the Plan of Reorganization.
For a description of restrictions on the transfer of the common stock of the reorganized Company (Common Stock), see Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
ENVIRONMENTAL PROCEEDINGS
As part of the Plan of Reorganization the Company made a cash payment of $4.5 million to the EPA in settlement of the EPA's claims for cleanup costs at all sites where the Company was alleged to have disposed of hazardous waste. The EPA settlement included both past and future cleanup costs at these sites and released the Company of liability for claims of contribution or indemnity which may be asserted by other potentially responsible parties against Allis-Chalmers in connection with these specific sites.
In addition to the EPA settlement, the Company negotiated settlements of various environmental claims which had been asserted by certain state environmental protection agencies. These settlements, totaling approximately $200,000, were approved by the Bankruptcy Court.
Since consummation of the Plan of Reorganization on December 2, 1988, a number of parties, including the EPA, have asserted that the Company is responsible for the cleanup of hazardous waste sites. These assertions have been made only with respect to the Company's prebankruptcy activities. No claims have been asserted against the Company involving its postbankruptcy operations.
Before the settlement with the EPA in the bankruptcy proceedings, an attempt was made by the parties to identify all possible hazardous waste disposal sites and to settle all liabilities relating to those sites. Notwithstanding the breadth of the settlement, various EPA regional offices have continued to assert cleanup claims against Allis-Chalmers with respect to six sites. Apparently, not all offices of the EPA are aware of the settlement agreement, since at least two of these claims involve sites with respect to which the EPA specifically agreed not to sue.
Eight other parties have asserted that the Company is responsible for environmental cleanup costs or associated EPA fines in connection with seven additional sites. In each instance the Company activities complained of occurred prior to the Company's bankruptcy proceedings and the third parties did not file proofs of claim in the bankruptcy proceedings. The filing of such proofs of claim is required by the Bankruptcy Code to effect a claim against a Chapter 11 debtor. A bankruptcy discharge defense has been asserted by the Company in each instance. Although the law in this area is still somewhat unsettled, three Federal Courts of Appeal have held that a debtor can be discharged of environmental cleanup liabilities related to its prebankruptcy activities. The Company believes it will prevail in its position that its liability to the EPA and third parties for prebankruptcy environmental cleanup costs has been fully discharged. In one particular site, the EPA's Region III has concurred with the Company's position that claims for environmental cleanup were discharged pursuant to the bankruptcy. While each site is unique with different circumstances, the Company has notified other Regional Offices of the EPA of this determination associated with the Region III site. The Company has not received responses from the other Regional offices.
The EPA and certain state agencies also continue to request information in connection with various waste disposal sites in which products manufactured by Allis-Chalmers before consummation of the Plan of Reorganization were ultimately disposed of by other parties. Although the Company has been discharged of liabilities with respect to hazardous waste sites, it is under a continuing obligation to provide information with respect to its products to federal and state agencies. The A-C Reorganization Trust, under its mandate to provide Plan of Reorganization implementation services to the Company, has responded to these informational requests because prebankruptcy activities are involved.
ITEM 4.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable. PART II
The information required by Items 5, 6, 7 and 8 of Part II is incorporated by reference to the Company's 1995 Annual Report to Shareholders as follows:
Item 5.

Item 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS - page 4 of 1995 Annual Report to Shareholders.
Item 6.

Item 6. SELECTED FINANCIAL DATA - page 5 of 1995 Annual Report to Shareholders.
Item 7.

Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - pages 6 through 11 of 1995 Annual Report to Shareholders.
Item 8.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA - pages 12 through 28 of 1995 Annual Report to Shareholders.
ITEM 9.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None. PART III
ITEM 10.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Identification of Directors
The following individuals were elected as directors of the Company at the meeting of shareholders on October 25, 1989 (or have been appointed to fill vacancies caused by the resignation of two such directors) to serve until the next meeting of shareholders.
John R. Collins, age 68, a director since December 1988. Mr. Collins retired in 1989 after serving since 1985 as Administrative Assistant to the Secretary-Treasurer of International Union, United Automobile, Aerospace & Agricultural Implement Workers of America -- UAW.
John T. Grigsby, Jr., age 55, a director since December 1988. Mr. Grigsby has been a Vice Chairman of the Board of the Company since May 1989, an Executive Vice President since October 1989 and Chief Financial Officer since January 1996, having previously served since December 1988 as the Company's Chairman and Chief Executive Officer. Prior to that time and since July 1987, Mr. Grigsby was employed by the Company as Managing Director, Restructure Project. Mr. Grigsby also serves as the A-C Reorganization Trustee, as President of Thomson McKinnon Securities, Inc. during winddown and liquidation of its affairs and President and Chief Executive Officer of Nationwise Automotive, Inc., an automotive replacement parts retailer. He has been a director of 1st Southern Bank of Boca Raton, Florida since September 1987 and First Florida Industries, Inc. since July 1985.
H. Sean Mathis, age 49, a director since December 1988. Mr. Mathis was elected as Chairman and Chief Executive Officer of the Company on January 16, 1996 and prior thereto, Mr. Mathis served as a Vice President of the Company since July, 1989. Mr. Mathis acted as the Federal Court Appointed Trustee for International Wire News Service Liquidation Corp., formerly United Press International (UPI) from August 1992 to May 1994. From November 1991 to July 1992, he served as Vice Chairman and a Director of UPI (then a news syndication service). Mr. Mathis was President and Chief Operating Officer of Ameriscribe Corporation, New York from May 1990 to October 1993 and is currently President and a Director of Gulfstream Capital Partners, Inc. From 1993 to 1995 Mr. Mathis was President and a Director of RCL Capital Corporation. He is also a Director of USTrails Inc. and Allied Digital Technologies Corp.
Claude D. Montgomery, age 43, a director since December 1988. Since June 1993 Mr. Montgomery has been a director and shareholder in Marcus Montgomery P.C., a law firm, formerly known as Marcus Montgomery Wolfson P.C. Mr. Montgomery was a director and shareholder in Varet, Marcus & Fink P.C., formerly known as Milgrim, Thomajan & Lee P.C., attorneys, New York August 1989 through June 1993. Mr. Montgomery was a founding partner of Myerson & Kuhn, attorneys, New York, from January 1988 to July 1989. Prior to that time and since 1984, he was a founding partner of Booth, Marcus &
Pierce, attorneys, New York.
Robert E. Nederlander, age 62, a director since May 1989. Mr. Nederlander was elected by the Board of Directors on November 16, 1993 to serve as a Vice Chairman of the Board, having previously served as Chairman of the Board and Chief Executive Officer of the Company since May 1989. He is also President and director of Nederlander Organization, Inc., New York, an owner and operator of one of the world's largest chains of theaters since November 1981; President of Nederlander Television and Film Productions, Inc. since October 1985; Partner in New York Yankees Baseball Club since 1973 and Managing General Partner from September 13, 1990 through December 31, 1991; director and Chairman of the Board of Riddell Sports, Inc. since April 1988; Chairman of the Board of MEGO Corporation, since January 1988; and a director of HFS Incorporated since 1995.
John E. Sundman, age 69, a director since December 1988. Mr. Sundman retired in December 1991 as Vice President of Corcap, Inc., Hartford, Connecticut, a position which he held since July 1988, when Corcap was spun off by Lydall, Inc., Manchester, Connecticut. Prior to that time and since April 1978, he was Vice President, Chief Financial Officer and a director of Lydall, Inc. He remains a director of Corcap, Inc.
Allan R. Tessler, age 59, a director since September 1992. Mr. Tessler served as Chairman of the Board and Chief Executive Officer of the Company from November 1993 until January 1996. Mr. Tessler is Chairman of the Board and Chief Executive Officer of International Financial Group, Inc. since 1987; and Co-Chief Executive Officer of Data Broadcasting Corporation since June 1992. Mr. Tessler is also Chairman of the Board of Great Dane Holdings, Inc., Enhance Financial Services Group, Inc. and Jackpot Enterprises, Inc. and director of The Limited, Inc.
Leonard Toboroff, age 62, a director since May 1989. Mr. Toboroff has been a Vice Chairman of the Board and an Executive Vice President of the Company since May 1989; a director and Vice Chairman of Riddell Sports, Inc. from April 1988 to the present; a practicing attorney continuously since 1961 to the present; a director since August 1987 and former Chairman and Chief Executive Officer from December 1987 to May 1988 of Ameriscribe Corporation; and formerly a director, Chairman and Chief Executive Officer from May 1982 through June 1982 and Vice Chairman June 1982 through September 1988 of American Bakeries Company. Mr. Toboroff is also a director of Banner Aerospace, Inc. and Saratoga Beverage, Inc.
(b) Identification of Executive Officers
Name, Age as of March 1, 1996, and Position Business Experience H. Sean Mathis, 49, See Item 10, subsection (a) above. Chairman of the Board and Chief Executive Officer Leonard Toboroff, 62, See Item 10, subsection (a) above. Vice Chairman of the Board and Executive Vice President
John T. Grigsby, Jr., 55, See Item 10, subsection (a) above. Vice Chairman of the Board, Executive Vice President and Chief Financial Officer
Robert E. Nederlander, 62, See Item 10, subsection (a) above. Vice Chairman of the Board
Jeffrey I. Lehman, 46, Mr. Lehman commenced his Treasurer employment with Allis-Chalmers and was elected to his current position in February, 1996. Since 1991, Mr. Lehman has been employed by the A-C Reorganization Trust and Thomson McKinnon Securities during winddown and liquidation of their affairs. He has also provided financial consultation since 1985.
(c) Identification of Certain Significant Employees
None
(d) Family Relationships
None
(e) Business Experience
See this Item 10, subsections (a) and (b) above.
(f) Involvement in Certain Legal Proceedings
None
(g) Promoters and Control Persons
Not applicable ITEM 11.

ITEM 11. EXECUTIVE COMPENSATION.
EXECUTIVE COMPENSATION
The following table sets forth certain information concerning compensation paid to or earned by the Company's only executive officer who earned more than $100,000 during the fiscal year ended December 31, 1995. Allan R. Tessler, Chairman of the Board and Chief Executive Officer received no compensation during 1995. Mr. Tessler resigned from these positions on January 16, 1996.
Summary Compensation Table
Annual Compensation Other Name and Principal Position Salary Bonus Compensation
Robert M. Qualls Vice President and 1995 $160,546* $ - $ - Chief Financial Officer, Treasurer 1994 $114,048 $ - $ - and Secretary 1993 $113,541 $ - $ -
*Mr. Qualls resigned as Vice President and Chief Financial Officer, Treasurer and Secretary effective November 1, 1995 and received severance pay equal to six months salary in accordance with Company employee benefit programs. Pursuant to the Plan of Reorganization, the Company was reimbursed for severance paid to Mr. Qualls.
LONG-TERM STOCK INCENTIVE PLAN
The Company's Long-Term Stock Incentive Plan (1989), adopted by the shareholders at the 1989 shareholders meeting, provides for grants to officers and key employees of stock options, stock appreciation rights, performance shares, restricted stock, restricted stock units and other stock-based awards. The maximum number of shares which may be granted with respect to stock-based awards is 50,000. Options to purchase shares may be granted at prices equal to not less than the fair market value at the date of grant, except that options to purchase up to 13,333 shares may be granted at a price which is not less than the fair market value on October 25, 1989, the date on which the Stock Incentive Plan was approved by shareholders. Options are exercisable within a period not to exceed 10 years from date of grant. Stock appreciation rights allow the holder to receive the difference between the exercise price and the fair market value of the stock at the date of exercise in cash or shares of common stock. No stock options or stock appreciation rights have been granted to date. RETIREMENT PLAN
The Allis-Chalmers Consolidated Pension Plan covers 5 active employees at the beginning of 1996. The Retirement Plan is a tax qualified defined benefit pension plan whose participants include Mr. Qualls. Effective March 31, 1987 the Retirement Plan was capped and frozen, without further increase in benefits provided by the Company after that date.
The approximate annual retirement benefits which will commence to Mr. Qualls upon attaining age 65 will be $5,900. The amount is before any adjustment for a surviving spouse's pension and is not subject to Social Security offset or other deductions.
SAVINGS PLAN
The Company's Savings Plan was initiated in 1968. The Savings Plan permits the Company to contribute in its discretion cash or stock to participants' accounts. However, on June 1, 1985 the Company discontinued contributions to the Savings Plan. Employees may terminate voluntary participation in certain portions of the Savings Plan and withdraw their voluntary contributions at any time. However, there are restrictions on withdrawals of the Company matching contributions.
Upon retirement, death or other termination of employment, employee account balances generally may be withdrawn in lump sum or in installments. Withdrawal of contributions is also permitted for defined hardships.
During 1995 contributions by Company participants to the Savings Plan under Section 401(k) of the Internal Revenue Code totaled $59,400. At December 31, 1995 there were a total of 290 participants in the Savings Plan, of whom 17 were active employees of the Company.
COMPENSATION OF DIRECTORS
Since December 1, 1990, the annual retainer for services as a director (previously $13,500 per year) has been suspended, the attendance fee for each Board meeting attended was reduced from $425 to $100 and the attendance fee for each Committee meeting was suspended.
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENT
Robert M. Qualls, Vice President and Chief Financial Officer, Treasurer and Secretary resigned from the Company effective November 1, 1995.
Allan R. Tessler, a current director, resigned as Chairman of the Board and Chief Executive Officer effective January 16, 1996.
H. Sean Mathis became Chairman of the Board and Chief Executive Officer, effective January 16, 1996, in addition to his position as Director.
John T. Grigsby, Jr. became Chief Financial Officer, effective January 16, 1996 in addition to being Vice Chairman, Executive Vice President and a Director.
Jeffrey I. Lehman became Treasurer, effective February 16, 1996.
ITEM 12.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
(a) Security Ownership of Certain Beneficial Owners
The following table lists the beneficial ownership with respect to all persons known to the Company to be the beneficial owner of more than 5% of the Company's Common Stock as of March 1, 1996.
Amount and Nature Percent of Name and Address of Ownership Class
AL-CH Company, L.P., 810 Seventh Avenue, New York, NY 10019 (includes shares held by Messrs. Nederlander and Toboroff as described below) 407,251(1) 40.6%
Wells Fargo Bank, P.O. Box 60347, Los Angeles, CA 90060, Trustee under that certain Amended and Restated Retiree Health Trust Agreement for UAW Retired Employees of Allis-Chalmers Corporation 136,406 13.6%
Firstar Trust Company, 777 East Wisconsin Avenue, Milwaukee, WI 53202, Trustee under that certain Amended and
Restated Retiree Health Trust Agreement for Non-UAW Retired Employees of Allis-Chalmers Corporation 101,977 10.2%
(1) Messrs. Nederlander and Toboroff are beneficial owners of and have shared voting power and shared dispositive power over the 407,251 shares of common stock held by AL-CH Company, L.P., a Delaware limited partnership, of which the general partners are Q.E.N., Inc., a Michigan corporation controlled by Mr. Nederlander, and Lenny Corp., a Delaware corporation controlled by Mr. Toboroff. Mr. Allan R. Tessler is a limited partner in AL-CH Company, L.P. (b) Security Ownership of Management
The following table sets forth the number of shares of common stock of the Company beneficially owned as of March 1, 1996 by directors, the executive officers named in the Summary Compensation Table and all directors and executive officers as a group. Except as otherwise noted in the footnotes, the persons listed have sole voting and investment power over the shares beneficially owned.
Amount and Nature Percent of Name of Ownership Class
John R. Collins 0 * John T. Grigsby, Jr. 9,535 1.0% H. Sean Mathis 0 * Claude D. Montgomery 533 (1) * Robert E. Nederlander 407,251 (2) 40.6% (2) John E. Sundman 3,333 * Allan R. Tessler 0 * Leonard Toboroff 407,251 (2) 40.6% (2) All directors and officers as a group (including the above) 420,652 41.9%
*less than 1%
(1) Shares are owned beneficially by Mr. Montgomery's spouse as to which he disclaims beneficial ownership.
(2) Messrs. Nederlander and Toboroff are beneficial owners of and have shared voting power and shared dispositive power over the 407,251 shares of common stock held by AL-CH Company, L.P., a Delaware limited partnership, of which the general partners are Q.E.N., Inc., a Michigan corporation controlled by Mr. Nederlander, and Lenny Corp., a Delaware corporation controlled by Mr. Toboroff. Mr. Allan R. Tessler is a limited partner in AL-CH Company, L.P.
(c) Changes in Control
None
ITEM 13.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
(a) Transactions with Management and Others
None
(b) Certain Business Relationships
None
(c) Indebtedness of Management
None
(d) Transactions with Promoters
Not applicable PART IV
ITEM 14.

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K. Page (a) The Selected Financial Data, Management's Discussion and Analysis and the Company's financial statements, together with the report thereon of Price Waterhouse LLP, appearing on pages 5 through 28 of the Company's 1995 Annual Report to Shareholders, are incorporated by reference in this Form 10-K Annual Report. With the exception of the aforementioned information, the 1995 Annual Report to Shareholders is not deemed to be filed as part of this report. The schedule to the financial statements listed below should be read in conjunction with the financial statements in such 1995 Annual Report to Shareholders. Financial statement schedules not included in this Form 10-K Annual Report have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.
Allis-Chalmers Corporation and Consolidated Subsidiaries - Schedule to Financial Statements:
VIII. Valuation and Qualifying Accounts. 19
Report of Independent Accountants on Financial Statement Schedule. 20
(b) Reports on Form 8-K. There were no reports on Form 8-K filed by the Company during the fourth quarter of 1995.
(c) Exhibits:
2.1. First Amended Disclosure Statement pursuant to Section 1125 of the Bankruptcy Code, which includes the First Amended and Restated Joint Plan of Reorganization dated September 14, 1988 (incorporated by reference to the Company's Report on Form 8-K dated December 1, 1988).
3.1. Amended and Restated Certificate of Incorporation of Allis-Chalmers Corporation (incorporated by reference to the Company's Report on Form 8-A dated August 12, 1992).
3.2. By-laws of Allis-Chalmers Corporation (incorporated by reference to the Company's Report on Form 8-A dated August 12, 1992).
10.1. Amended and Restated Retiree Health Trust Agreement between Allis-Chalmers Corporation 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 the Company's Report on Form 8-K dated December 1, 1988).
10.2. Amended and Restated Retiree Health Trust Agreement between Allis-Chalmers Corporation 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 the Company's Report on Form 8-K dated December 1, 1988).
10.3. Reorganization Trust Agreement between Allis- Chalmers Corporation 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 the Company's Report on Form 8-K dated December 1, 1988).
10.4. Product Liability Trust Agreement between Allis- Chalmers Corporation 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 the Company's Report on Form 8-K dated December 1, 1988).
10.5.* Allis-Chalmers Corporation Long-Term Stock Incentive Plan (1989) (incorporated by reference to the Company's Report on Form 10-Q for the three months ended September 30, 1989).
10.6. Subscription and Shareholder Agreement between Allis-Chalmers Corporation and AL-CH Company, L.P. dated May 18, 1989 (incorporated by reference to the Company's Report on Form 8-K dated May 24, 1989).
10.7. Commercial Installment Loan Agreement by and between Allis-Chalmers Corporation and Marine Midland Bank, N.A., dated as of December 20, 1989 (incorporated by reference to the Company's Report on Form 8-K dated December 20, 1989).
10.8.* Employment Agreement between Allis-Chalmers Corporation and John T. Grigsby, Jr. (incorporated by reference to the Company's Report on Form 10-Q for the three months ended September 30, 1989). 10.9. Asset Purchase Agreement by and between Allis-Chalmers Corporation, B.R.B. Industries, Inc., Jack Ehrenhaus and Fredric Allen dated as of November 7, 1989 (incorporated by reference to the Company's Report on Form 8-K dated December 20, 1989).
10.10.* Allis-Chalmers Savings Plan (incorporated by reference to the Company's Report on Form 10-K for the year ended December 31, 1988).
10.11.* Allis-Chalmers Consolidated Pension Plan (incorporated by reference to the Company's Report on Form 10-K for the year ended December 31, 1988).
10.12. Asset Purchase Agreement by and between Allis- Chalmers Corporation and BRB Industries Corp. dated as of August 4, 1994, and amended by and among Allis-Chalmers Corporation, BRB Industries Corp. and Power Manufacturing, Inc. as of September 22, 1994 (incorporated by reference to the Company's Report on Form 8-K dated September 22, 1994.
13.1. 1995 Annual Report to Shareholders of Allis- Chalmers Corporation (only those portions of such Annual Report that are incorporated by reference in this Report on Form 10-K are deemed filed herewith).
21.1. Subsidiaries of Allis-Chalmers Corporation.
27.1. Financial Data Schedule.
* A management contract or compensatory plan or arrangement.
ALLIS-CHALMERS CORPORATION AND CONSOLIDATED SUBSIDIARIES
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1993, 1994 AND 1995
(thousands)
Balance at Balance Year Ended Beginning at Close December 31, 1993 of Period Additions Deductions of Period
Doubtful receivables $ 367 $ 130 $ 248(a) $ 249
Plant rearrangement $ 68 $ 0 $ 0 $ 68 Restructure costs 161 0 113 48 ------- ------- ------ ------- $ 229 $ 0 $ 113 $ 116 ======= ======= ====== =======
Balance at Balance Year Ended Beginning at Close December 31, 1994 of Period Additions Deductions of Period
Doubtful receivables $ 249 $ 73 $ 3 $ 319
Plant rearrangement $ 68 $ 0 $ 0 $ 68 Restructure costs 48 0 48 0 ------- ------- ------ ------- $ 116 $ 0 $ 48 $ 68 ======= ======= ====== =======
Balance at Balance Year Ended Beginning at Close December 31, 1995 of Period Additions Deductions of Period
Doubtful receivables $ 319 $ 0 $ 13 $ 306
Plant rearrangement $ 68 $ 0 $ 0 $ 68 Restructure costs 0 0 0 0 ------- ------- ------ ------- $ 68 $ 0 $ 0 $ 68 ======= ======= ====== =======
(a) Includes writeoff of uncollectible receivables, less recoveries.
REPORT OF INDEPENDENT ACCOUNTANTS ON FINANCIAL STATEMENT SCHEDULE
To the Board of Directors of Allis-Chalmers Corporation
Our audits of the consolidated financial statements referred to in our report dated February 27, 1996 appearing on page 12 of the 1995 Annual Report to Shareholders of Allis-Chalmers Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the Financial Statement Schedule listed in Item 14(a) of this Form 10-K. In our opinion, this Financial Statement Schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
Price Waterhouse LLP
Milwaukee, Wisconsin February 27, 1996
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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, thereunto duly authorized.
Allis-Chalmers Corporation
/s/John T. Grigsby, Jr. John T. Grigsby, Jr. Vice Chairman, Executive Vice President and Chief Financial Officer Date: March 15, 1996
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, this report has been signed on March 15, 1996 by the following persons on behalf of the registrant and in the capacities indicated.
/s/H. Sean Mathis /s/Robert E. Nederlander H. Sean Mathis Robert E. Nederlander, Director Chairman of the Board, Chief Executive Officer and Director
/s/ John R. Collins /s/John E. Sundman John R. Collins, Director John E. Sundman, Director
/s/John T. Grigsby, Jr. /s/Allan R. Tessler John T. Grigsby, Jr. Director Allan R. Tessler, Director
/s/Claude D. Montgomery /s/Leonard Toboroff Claude D. Montgomery, Director Leonard Toboroff, Director
EXHIBIT INDEX
Exhibit No. Description
13.1 1995 Annual Report to Shareholders of Allis-Chalmers Corporation (only those portions of such Annual Report that are incorporated by reference in this Report on Form 10-K are deemed filed herewith)
21.1 Subsidiaries of Allis-Chalmers Corporation
27.1 Financial Data Schedule