-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PFGOrY57dv8nozTJT1IJr5oZPDcZpq8pd8NmdZ8p9Ue5+rMI7bjBaZ1wVH57EM4m ToTXx+ZO9SKCH9Y4vDIIbg== 0000921530-06-000330.txt : 20060804 0000921530-06-000330.hdr.sgml : 20060804 20060804170841 ACCESSION NUMBER: 0000921530-06-000330 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060804 DATE AS OF CHANGE: 20060804 GROUP MEMBERS: AG CAPITAL FUNDING PARTNERS, L.P. GROUP MEMBERS: JOHN M. ANGELO GROUP MEMBERS: MICHAEL L. GORDON GROUP MEMBERS: SILVER OAK CAPITAL, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENTEK INC CENTRAL INDEX KEY: 0001077552 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 020505547 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56261 FILM NUMBER: 061006635 BUSINESS ADDRESS: STREET 1: C/O GENTEK INC STREET 2: 90 EAST HALSEY ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 BUSINESS PHONE: 9738846952 MAIL ADDRESS: STREET 1: C/O GENTEK INC STREET 2: 90 EAST HALSEY ROAD CITY: PARSIPPANY STATE: NJ ZIP: 07054 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELO GORDON & CO LP/NY CENTRAL INDEX KEY: 0000860662 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 245 PARK AVE 26TH FL CITY: NEW YORK STATE: NY ZIP: 10167 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 SC 13D/A 1 gentek_13da-063006.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GENTEK, INC. (Name of Issuer) Common Stock, No Par Value Per Share (Title of Class of Securities) 37245X203 (CUSIP Number) Ann E. Tadajweski, Esq. Akin Gump Strauss Hauer & Feld LLP 590 Madison Avenue New York, New York 10022 (212) 872-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 31, 2006 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule ss.240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Continued on following page(s) Page 1 of 12 Pages Exhibit Index: Page 11 SCHEDULE 13D CUSIP No. 37245X203 Page 2 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) SILVER OAK CAPITAL, LLC (1) 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 529,101 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 5.2% 14 Type of Reporting Person (See Instructions) OO (1) See Item 5 below. SCHEDULE 13D CUSIP No. 37245X203 Page 3 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) AG CAPITAL FUNDING PARTNERS, L.P. (1) 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 0 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 0 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 52,489 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 0.5% 14 Type of Reporting Person (See Instructions) PN (1) See Item 5 below. SCHEDULE 13D CUSIP No. 37245X203 Page 4 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) ANGELO, GORDON & CO., L.P. 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware 7 Sole Voting Power Number of 581,590 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 581,590 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 581,590 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 5.7% 14 Type of Reporting Person (See Instructions) IA, PN SCHEDULE 13D CUSIP No. 37245X203 Page 5 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) JOHN M. ANGELO 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) |-| 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 581,590 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 581,590 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 581,590 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 5.7% 14 Type of Reporting Person (See Instructions) HC SCHEDULE 13D CUSIP No. 37245X203 Page 6 of 12 Pages 1 Names of Reporting Persons I.R.S. Identification Nos. of above persons (entities only) MICHAEL L. GORDON 2 Check the Appropriate Box if a Member of a Group (See Instructions) a. [ ] b. [X] 3 SEC Use Only 4 Source of Funds (See Instructions) OO 5 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States 7 Sole Voting Power Number of 581,590 Shares Beneficially 8 Shared Voting Power Owned By 0 Each Reporting 9 Sole Dispositive Power Person 581,590 With 10 Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 581,590 12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented By Amount in Row (11) 5.7% 14 Type of Reporting Person (See Instructions) HC SCHEDULE 13D CUSIP No. 37245X203 Page 7 of 12 Pages This Amendment No. 2 to Schedule 13D relates to shares of common stock, no par value per share (the "Shares"), of GenTek, Inc. (the "Issuer"). This Amendment No. 2 amends the initial statement on Schedule 13D, filed on November 20, 2003, (the "Initial Statement"), by the Reporting Persons (as defined herein). This Amendment No. 2 is being filed by the Reporting Persons to report that, as a result of recent sales of the Shares, the beneficial ownership of each of the Reporting Persons has decreased by more than one percent of the outstanding Shares of the Issuer. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Initial Statement. The Initial Statement is amended as follows. Item 1. Security and Issuer. This Statement relates to the Shares. The address of the principal executive office of the Issuer is 90 East Halsey Road, Parsippany, New Jersey 07054. Item 2. Identity and Background. This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"): i) Silver Oak Capital, LLC ("Silver Oak"); ii) AG Capital Funding Partners, L.P. ("AG Capital") iii) Angelo, Gordon & Co., L.P. ("Angelo, Gordon"); iv) John M. Angelo, in his capacities as a managing member of JAMG LLC, the general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon, and as the chief executive officer of Angelo, Gordon ("Mr. Angelo") a managing member of JAMG LLC the; and v) Michael L. Gordon, in his capacities as a managing member of JAMG LLC, the other general partner of AG Partners, L.P., the sole general partner of Angelo, Gordon, and as the chief operating officer of Angelo, Gordon ("Mr. Gordon"). This statement relates to Shares and Warrants (as defined herein) to acquire Shares held for the accounts of Silver Oak and AG Capital. Angelo, Gordon serves as the manager of AG Capital Funding Investors, LLC, a Delaware limited liability company and the general partner of AG Capital. Angelo, Gordon also serves as the investment adviser of AG Capital. In such capacities, Angelo, Gordon may be deemed to have voting and dispositive power over the Shares and other securities held for the account of AG Capital. Mr. Angelo and Mr. Gordon act as managing members of JAMG LLC, general partners of AG Partners, L.P., the sole general partner of Angelo, Gordon and, in such capacities, may also be deemed to have voting and dispositive power over the Shares and other securities held for the account of AG Capital. In addition, Mr. Angelo and Mr. Gordon are controlling members of Silver Oak and, in such capacities, may be deemed to have voting and dispositive power over the Shares and other securities held for the account of Silver Oak. The Reporting Persons Silver Oak is a Delaware limited liability company. The principal business occupation of Silver Oak is investment in securities. The principal business address of Silver Oak is 245 Park Avenue, New York, New York 10167. Current Page 8 of 12 Pages information concerning the identity and background of the members of Silver Oak is set forth in Annex A hereto, which is incorporated herein by reference in response to this Item 2. AG Capital is a Delaware limited partnership. The principal business occupation of AG Capital is investment in securities. The principal business address of AG Capital is 245 Park Avenue, New York, New York 10167. AG Capital does not have any executive officers or directors. Angelo, Gordon is a Delaware limited partnership. AG Partners, L.P., a Delaware limited partnership, is the sole general partner of Angelo, Gordon. JAMG LLC, a Delaware limited liability company ("JAMG") is the general partner of AG Partners, L.P. Mr. Angelo is the chief executive officer of Angelo, Gordon and a managing member of JAMG. Mr. Gordon is the chief operating officer of Angelo, Gordon and a managing member of JAMG. Angelo, Gordon, and AG Partners, L.P. through Angelo, Gordon, are engaged in the investment and investment management business. The principal occupation of each of John M. Angelo and Michael L. Gordon is his respective position as an officer of Angelo, Gordon at Angelo, Gordon's principal office. John M. Angelo and Michael L. Gordon are United States citizens. The principal business address of each of AG Partners, L.P., Angelo, Gordon, John M. Angelo and Michael L. Gordon is 245 Park Avenue, New York, New York 10167. Current information concerning the identity and background of the executive officers of Angelo, Gordon is set forth in Annex A hereto, which is incorporated herein by reference in response to this Item 2. During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons' knowledge, no other person identified in response to this Item 2 has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws. Item 5. Interest in Securities of the Issuer. The information set forth in Item 6 hereof is hereby incorporated by reference into this Item 5. (a) (i) Silver Oak holds 529,101 Shares (approximately 5.2% of the total number of Shares outstanding assuming the exercise of all Warrants held by Silver Oak). This number includes (A) 527,870 Shares held for the benefit of four private investment funds with respect to which Angelo, Gordon acts as discretionary investment adviser and for which Silver Oak acts as nominee, (B) 827 Shares issuable upon the exercise of Tranche B Warrants held for the benefit of four private investment funds with respect to which Angelo, Gordon acts as discretionary investment adviser and for which Silver Oak acts as nominee, and (C) 404 Shares issuable upon the exercise of Tranche C Warrants held for the benefit of four private investment funds with respect to which Angelo, Gordon acts as discretionary investment adviser and for which Silver Oak acts as nominee. (ii) AG Capital holds 52,489 Shares (approximately 0.5% of the total number of Shares outstanding assuming the exercise of all Warrants held by AG Capital). This number includes (A) 52,362 Shares held for the account of AG Capital, (B) 85 Shares issuable upon the exercise of Tranche B Warrants, and (C) 42 Shares issuable upon the exercise of Tranche C Warrants. Page 9 of 12 Pages (iii) Each of Angelo, Gordon, Mr. Angelo and Mr. Gordon may be deemed to be the beneficial owner of 581,590 Shares (approximately 5.7% of the total number of Shares outstanding assuming the exercise of all Warrants held by Silver Oak and AG Capital). This number includes (A) 52,362 Shares held by AG Capital, (B) 527,870 Shares held for the account of Silver Oak, (C) 85 Shares issuable upon the exercise of Tranche B Warrants by AG Capital, (D) 42 Shares issuable upon the exercise of Tranche C Warrants held by AG Capital, (E) 827 Shares issuable upon the exercise of Tranche B Warrants held by Silver Oak, and (F) 404 Shares issuable upon the exercise of Tranche C Warrants held by Silver Oak. (b) (i) Silver Oak may not be deemed to have the power to direct the voting and disposition of the 529,101 Shares held for the benefit of four private investment funds for which it acts as nominee (assuming the exercise of all Warrants held by Silver Oak). (ii) AG Capital and may not be deemed to have the power to direct the voting and disposition of the 52,489 Shares held by AG Capital (assuming the exercise of all Warrants held by AG Capital). (iii) Each of Angelo, Gordon, Mr. Angelo and Mr. Gordon may be deemed to have sole power to direct the voting and disposition of the 52,489 Shares held by AG Capital (assuming the exercise of all Warrants held by AG Capital). In addition, each of Angelo, Gordon, Mr. Angelo and Mr. Gordon may be deemed to have sole power to direct the voting and disposition of the 529,101 Shares held by Silver Oak (assuming the exercise of all warrants held by Silver Oak). (c) The trading dates, number of shares purchased and price per share for all transactions by the Reporting Persons during the past 60 days are set forth in Exhibit A attached hereto. All such transactions were over-the-counter purchases for the account of either Silver Oak or AG Capital. (d) (i) The partners of Angelo, Gordon have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of Angelo, Gordon in accordance with their partnership interests in Angelo, Gordon. (ii) The partners of AG Capital, including Angelo, Gordon, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for the account of AG Capital in accordance with their partnership interests in AG Capital. (iii) The limited partners of (or investors in) each of the private investment funds for which Angelo, Gordon acts as discretionary investment adviser, and for which Silver Oak acts as nominee with respect to the Shares, have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held by Silver Oak in accordance with their limited partnership interests (or investment percentages) in such private investment funds. (e) Not applicable. Item 7. Material to Filed as Exhibits. Exhibit A - List of transactions in Issuer's common stock taking place during the 60 day period preceding this filing. Page 10 of 12 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Date: August 2, 2006 SILVER OAK CAPITAL, LLC By: /s/ Michael L. Gordon -------------------------------------- Name: Michael L. Gordon Title: Member Date: August 2, 2006 AG CAPITAL FUNDING PARTNERS, L.P. By: AG Capital Funding Investors, LLC, Its General Partner By: Angelo, Gordon & Co., L.P., Its Managing Member By: AG Partners, L.P., Its General Partner By: /s/ Michael L. Gordon -------------------------------------- Name: Michael L. Gordon Title: General Partner Date: August 2, 2006 ANGELO, GORDON & CO., L.P. By: AG Partners, L.P., Its General Partner By: /s/ Michael L. Gordon -------------------------------------- Name: Michael L. Gordon Title: General Partner Date: August 2, 2006 John M. Angelo /s/ John M. Angelo --------------------------------------------- Date: August 2, 2006 Michael L. Gordon /s/ Michael L. Gordon --------------------------------------------- Page 11 of 12 Pages EXHIBIT INDEX Page No. A. Schedule of transactions effected during the last 60 days..............12 Page 12 of 12 Pages
EXHIBIT A RECENT TRANSACTION IN THE SECURITIES OF GENTEK, INC. Aggregate Price (excluding Date of Number of Type of brokerage Nature of For the Account of Transaction Securities Security commissions) Transaction - --------------------------------- ----------- ---------- ------------ --------------- ----------- Silver Oak Capital, LLC 7/11/06 139,198 Common Stock $26.85 Sell - ---------------------------------------------------------------------------------------------------------------- AG Capital Funding Partners, L.P. 7/11/06 13,802 Common Stock $26.85 Sell - ---------------------------------------------------------------------------------------------------------------- Silver Oak Capital, LLC 7/24/06 59,136 Common Stock $29.1475 Sell - ---------------------------------------------------------------------------------------------------------------- AG Capital Funding Partners, L.P. 7/24/06 5,864 Common Stock $29.1475 Sell - ---------------------------------------------------------------------------------------------------------------- Silver Oak Capital, LLC 7/25/06 83,538 Common Stock $29.2675 Sell - ---------------------------------------------------------------------------------------------------------------- AG Capital Funding Partners, L.P. 7/25/06 8,262 Common Stock $29.2675 Sell - ---------------------------------------------------------------------------------------------------------------- Silver Oak Capital, LLC 7/26/06 7,460 Common Stock $29.4534 Sell - ---------------------------------------------------------------------------------------------------------------- AG Capital Funding Partners, L.P. 7/26/06 740 Common Stock $29.4534 Sell - ---------------------------------------------------------------------------------------------------------------- Silver Oak Capital, LLC 7/28/06 45,490 Common Stock $29.97 Sell - ---------------------------------------------------------------------------------------------------------------- AG Capital Funding Partners, L.P. 7/28/06 4,510 Common Stock $29.97 Sell - ---------------------------------------------------------------------------------------------------------------- Silver Oak Capital, LLC 7/31/06 45,490 Common Stock $29.752 Sell - ---------------------------------------------------------------------------------------------------------------- AG Capital Funding Partners, L.P. 7/31/06 4,510 Common Stock $29.752 Sell
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