-----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, IXw8/CONdGc5Y62NGir4aTUrJ6iHuRz28qT7c6cpbelIZZu1g9BesOmlovf7fAMo MCh2bfmmvX5aVMQG27cc4Q== 0000929638-06-000076.txt : 20060214 0000929638-06-000076.hdr.sgml : 20060214 20060214170521 ACCESSION NUMBER: 0000929638-06-000076 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060214 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: ACP ACQUISITION, LLC GROUP MEMBERS: DAVID ABRAMS GROUP MEMBERS: GREAT HOLLOW PARTNERS, 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56261 FILM NUMBER: 06616826 BUSINESS ADDRESS: STREET 1: LIBERTY LANE CITY: HAMPTON STATE: NH ZIP: 03842 BUSINESS PHONE: 6039292606 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: ABRAMS CAPITAL LLC CENTRAL INDEX KEY: 0001112443 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 425 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6176466100 MAIL ADDRESS: STREET 1: 425 BOYLSTON ST CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 abramssc13gagentek02142006.htm

CUSIP NO.

37245X203

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number:      3235-0145

Expires:      January 31, 2006

Estimated average burden

hours per response...          11

 

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1)

 

 

GENTEK INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

 

 

37245X203

 

(CUSIP Number)

 

December 31, 2005

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

o

Rule 13d-1(b)

 

x

Rule 13d-1(c)

 

o

Rule 13d-1(d)

 

*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 the disclosures previously provided in a prior cover page.

_________________________

             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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

CUSIP NO.

37245X203

 

 

 

 

1

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only)

ACP Acquisition, LLC

Abrams Capital, LLC

Great Hollow Partners, LLC

David Abrams

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

(a)         o

 

(b)         o

3

SEC Use Only

4

Citizenship or Place of Organization.

ACP Acquisition, LLC-- Delaware

Great Hollow Partners, LLC -- Delaware

Abrams Capital, LLC -- Delaware

David Abrams -- United States

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

ACP Acquisition, LLC – 0 shares

Abrams Capital, LLC – 0 shares

Great Hollow Partners, LLC – 0 shares

David Abrams – 0 shares

6  Shared Voting Power

ACP Acquisition, LLC – 747,308 shares

Abrams Capital, LLC – 988,434 shares

Great Hollow Partners, LLC – 763,899 shares

David Abrams – 1,005,025 shares

 

Refer to Item 4 below.

7  Sole Dispositive Power

ACP Acquisition, LLC – 0 shares

Abrams Capital, LLC – 0 shares

Great Hollow Partners, LLC – 0 shares

David Abrams – 0 shares

8  Shared Dispositive Power

ACP Acquisition, LLC – 747,308 shares

Abrams Capital, LLC – 988,434 shares

Great Hollow Partners, LLC – 763,899 shares

David Abrams – 1,005,025 shares

 

Refer to Item 4 below.

 

 

 

CUSIP NO.

37245X203

 

 

 

 

9

Aggregate Amount Beneficially Owned by Each Reporting Person

ACP Acquisition, LLC – 747,308 shares

Abrams Capital, LLC – 988,434 shares

Great Hollow Partners, LLC – 763,899 shares

David Abrams – 1,005,025 shares

 

Refer to Item 4 below.

10

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

Not applicable.

11

Percent of Class Represented by Amount in Row (9)*

ACP Acquisition, LLC -- 6.9%

Abrams Capital, LLC -- 9.1%

Great Hollow Partners, LLC -- 7.0%

David Abrams -- 9.2%

12

Type of Reporting Person (See Instructions)

ACP Acquisition, LLC – OO (Limited Liability Company)

Abrams Capital, LLC – OO (Limited Liability Company)

Great Hollow Partners, LLC – OO (Limited Liability Company)

David Abrams – IN

 

* All percentage ownership reported herein is based on 10,138,676 shares of Common Stock issued and outstanding as of October 31, 2005, as reported by the issuer in its Form 10-Q for the quarterly period ended September 30, 2005, filed with the Securities and Exchange Commission on November 9, 2005. In addition, (i) the percentage ownership of ACP Acquisition, LLC reflects shares of Common Stock issuable upon exercise of all Tranche B Warrants and Tranche C Warrants held by ACP Acquisition, LLC, (ii) the percentage ownership of Abrams Capital, LLC reflects shares of Common Stock issuable upon exercise of all Tranche B Warrants and Tranche C Warrants held by ACP Acquisition, LLC, of which Abrams Capital, LLC is one of the managing members, and certain private investment partnerships of which Abrams Capital, LLC is the general partner, (iii) the percentage ownership of Great Hollow Partners, LLC reflects shares of Common Stock issuable upon exercise of all Tranche B Warrants and Tranche C Warrants held by ACP Acquisition, LLC, of which Great Hollow Partners, LLC is one of the managing members, and a private investment partnership of which Great Hollow Partners, LLC is the general partner and (iv) the percentage ownership of David Abrams reflects shares of Common Stock issuable upon exercise of all Tranche B Warrants and Tranche C Warrants held by ACP Acquisition, LLC, of which Abrams Capital, LLC and Great Hollow Partners, LLC are the managing members, and certain private investment partnerships of which either Abrams Capital, LLC or Great Hollow Partners, LLC is the general partner. Mr. Abrams is the managing member of Abrams Capital, LLC and Great Hollow Partners, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

 

Item 1.

(a)

Name of Issuer

 

Gentek Inc.

(b)

Address of Issuer’s Principal Executive Offices

 

90 East Halsey Road, Parsippany, NJ 07054

 

 

 

CUSIP NO.

37245X203

 

 

 

Item 2.

(a)

Name of Person Filing

 

ACP Acquisition, LLC

Abrams Capital, LLC

Great Hollow Partners, LLC

David Abrams

(b)

Address of Principal Business Office or, if none, Residence

 

ACP Acquisition, LLC

Great Hollow Partners, LLC

David Abrams

c/o Abrams Capital, LLC

222 Berkeley Street, 22nd Floor

Boston, MA 02116

 

Abrams Capital, LLC

222 Berkeley Street, 22nd Floor

Boston, MA 02116

(c)

Citizenship

 

ACP Acquisition, LLC – Delaware limited liability company

Abrams Capital, LLC

Great Hollow Partners, LLC

David Abrams

(d)

Title of Class of Securities

 

Common Stock, par value $0.01 per share

(e)

CUSIP Number

 

37245X203

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

o

Insurance Company as defined in Section 3(a)(19) of the Act

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

 

 

CUSIP NO.

37245X203

 

 

 

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

Item 4.

Ownership**

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount Beneficially Owned

 

ACP Acquisition, LLC – 747,308 shares

Abrams Capital, LLC – 988,434 shares

Great Hollow Partners, LLC – 763,899 shares

David Abrams – 1,005,025 shares

(b)

Percent of Class

 

ACP Acquisition, LLC -- 6.9%

Abrams Capital, LLC -- 9.1%

Great Hollow Partners, LLC -- 7.0%

David Abrams -- 9.2%

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote

 

 

ACP Acquisition, LLC – 0 shares

Abrams Capital, LLC – 0 shares

Great Hollow Partners, LLC – 0 shares

David Abrams – 0 shares

 

(ii)

shared power to vote or to direct the vote

 

 

ACP Acquisition, LLC – 747,308 shares

Abrams Capital, LLC – 988,434 shares

Great Hollow Partners, LLC – 763,899 shares

David Abrams – 1,005,025 shares

 

(iii)

sole power to dispose or to direct the disposition of

 

 

ACP Acquisition, LLC – 0 shares

Abrams Capital, LLC – 0 shares

Great Hollow Partners, LLC – 0 shares

David Abrams – 0 shares

 

(iv)

shared power to dispose or to direct the disposition of

 

 

ACP Acquisition, LLC – 747,308 shares

Abrams Capital, LLC – 988,434 shares

Great Hollow Partners, LLC – 763,899 shares

David Abrams – 1,005,025 shares

 

** Shares reported herein for ACP Acquisition, LLC represent shares issuable upon the exercise of 156,265 Tranche B Warrants and 75,279 Tranche C Warrants held by it. Shares reported herein for Abrams Capital,

 

CUSIP NO.

37245X203

 

 

LLC represent (i) shares issuable upon the exercise of 161,765 Tranche B Warrants and 75,279 Tranche C Warrants held by ACP Acquisition, LLC and certain private investment partnerships and (ii) 223,374 shares held by such private investment partnerships. Abrams Capital, LLC is one of the managing members of ACP Acquisition, LLC and is the general partner of such private investment partnerships. Shares reported herein for Great Hollow Partners, LLC represent (i) shares issuable upon the exercise of 156,665 Tranche B Warrants and 75,279 Tranche C Warrants held by ACP Acquisition, LLC and a private investment partnership of which Great Hollow Partners, LLC is the general partner and (ii) 15,300 shares held by such private investment partnership. Great Hollow Partners, LLC is one of the managing members of ACP Acquisition, LLC. Shares reported herein for David Abrams represent (i) shares issuable upon the exercise of 162,165 Tranche B Warrants and 75,279 Tranche C Warrants held by ACP Acquisition, LLC and certain private investment partnerships of which either Abrams Capital, LLC or Great Hollow Partners, LLC is the general partner and (ii) 238,674 shares held by such private investment partnerships. Abrams Capital, LLC and Great Hollow Partners, LLC are the managing members of ACP Acquisition, LLC. Mr. Abrams is the managing member of Abrams Capital, LLC and Great Hollow Partners, LLC. Each of the Tranche B Warrants and Tranche C Warrants is exercisable for a number of shares equal to the product of the face number of such warrant times 3.2275.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.

 

Not applicable.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

 

Item 9.

Notice of Dissolution of Group

Not applicable.

 

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP NO.

37245X203

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Date:

February 9, 2006

 

ACP ACQUISITION, LLC

By: Abrams Capital, LLC,

a Managing Member

 

By: /s/ David Abrams                  

David Abrams, Managing Member

 

ABRAMS CAPITAL, LLC

 

By: /s/ David Abrams                  

David Abrams, Managing Member

 

GREAT HOLLOW PARTNERS, LLC

 

By: /s/ David Abrams                  

David Abrams, Managing Member

 

DAVID ABRAMS

 

By: /s/ David Abrams                  

David Abrams, individually

 

 

 

 

 

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