sc13gza

0000950134-06-003067.txt : 20060215 0000950134-06-003067.hdr.sgml : 20060215 20060214173427 ACCESSION NUMBER: 0000950134-06-003067 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: GREEN RIVER OFFSHORE FUND MANAGEMENT COMPANY LLC GROUP MEMBERS: MARK MCGRATH 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: 06617769 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: Green River Management I, L.L.C. CENTRAL INDEX KEY: 0001324869 IRS NUMBER: 061503286 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: NINTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10119 BUSINESS PHONE: 212.521.5987 MAIL ADDRESS: STREET 1: 712 FIFTH AVENUE STREET 2: NINTH FLOOR CITY: NEW YORK STATE: NY ZIP: 10119 SC 13G/A 1 d33042csc13gza.htm AMENDMENT TO SCHEDULE 13G sc13gza


	OMB APPROVAL
	OMB Number: 3235-0145
	Expires: February 28, 2006
	Estimated average burden hours per response...11

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)*

GENTEK INC.

(Name of Issuer)

Common Stock, no par value

(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:

þ Rule 13d-1(b)

o 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 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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1 of 8


CUSIP No.		37245X203				06-1503286


1	NAMES OF REPORTING PERSONS: Green River Management I, L.L.C.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	06-1503286

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:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			241,990

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			241,990

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	241,990

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	2.4%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

2 of 8


CUSIP No.		37245X203				06-1510782


1	NAMES OF REPORTING PERSONS: Green River Offshore Fund Management Company, L.L.C.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	06-1510782

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:

	Delaware

		5	SOLE VOTING POWER:

NUMBER OF			363,328

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			363,328

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	363,328

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	3.6%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	OO

3 of 8


CUSIP No.		37245X203


1	NAMES OF REPORTING PERSONS: Mark McGrath

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):


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:

	U.S. Citizen

		5	SOLE VOTING POWER:

NUMBER OF			605,318

SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			0

EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			605,318

WITH:		8	SHARED DISPOSITIVE POWER:

			0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

	605,318

10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

	o

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):

	6.0%

12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

	IN

SCHEDULE 13G/A

This amendment number one to Schedule 13G/A (the “Schedule 13G/A”) is being filed on behalf of Green River Management I, L.L.C., a Delaware limited liability company (“Green River Management”) and Green River Offshore Fund Management Company, L.L.C., a Delaware limited liability company (“Green River Offshore Management,” and together with Green River Management, “Green River”), and Mr. Mark McGrath, principal of Green River.

This Schedule 13G/A relates to the shares of Common Stock, no par value (the “Common Shares”), of GenTek Inc., a Delaware corporation, purchased by Green River for the account of (i) Green River Fund I, L.P. (“Green River I”), of which Green River Management is the general partner, (ii) Green River Fund II, L.P. (“Green River II”), of which Green River Management is the general partner, (iii) Green River Offshore Fund, Ltd. (“Green River Offshore”), to which Green River Offshore Management acts as investment manager.


Item 1(a)		Name of Issuer.

		GenTek Inc.

Item 1(b)		Address of Issuer’s Principal Executive Offices.

		90 East Halsey Road
		Parsippany, New Jersey 07054

Item 2(a)		Name of Person Filing.

		Green River Management I, L.L.C., Green River Offshore Fund
		Management Company, L.L.C. and Mark McGrath

Item 2(b)		Address of Principal Business Office, or, if none, Residence.

		610 Fifth Avenue, Suite 305
		New York, NY 10020

Item 2(c)		Citizenship or Place of Organization.

		Green River Management and Green River Offshore Management are each a limited liability company organized under the laws of the State of Delaware. Mark McGrath is the principal of Green River and a United States citizen.

Item 2(d)		Title of Class of Securities.

		Common Stock, no par value

Item 2(e)		CUSIP Number.

		37245X203

5 of 8


Item 3		If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), 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 (15 U.S.C. 78c).

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

(e)	þ	An investment advisor 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).

(h)	o	A savings association 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.

		(a)	Green River and Mr. McGrath are the beneficial owners of 605,318 Common Shares.

		(b)	Green River and Mr. McGrath are the beneficial owners of 6.0% of the outstanding Common Shares. This percentage is determined by dividing 605,318 by 10,138,676, the number of Common Shares issued and outstanding as of October 31, 2005, as reported in the Form 10-Q filed on November 9, 2005 with the Securities and Exchange Commission.

		(c)	Green River Management, as the general partner of Green River I and Green River II, has the sole power to vote and dispose of the 241,990 Common Shares held by Green River I and Green River II. Green River Offshore Management, as the investment manager of Green River Offshore, has the sole power to vote and dispose of the 363,328 Common Shares held by Green River Offshore. As the principal of Green River, Mr. McGrath may direct the vote and disposition of the 605,318 Common Shares beneficially owned by Green River.

		The filing of this Schedule 13G/A shall not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, the beneficial owner of any of the 605,318 shares of Common Shares owned by Green River I, Green River II, or Green River Offshore.

6 of 8


		Pursuant to Rule 13d-4, each of the Reporting Persons disclaims all such beneficial ownership.

Item 5		Ownership of Five Percent or Less of a Class.

		Inapplicable.

Item 6		Ownership of More Than Five Percent on Behalf of Another Person.

		Inapplicable.

Item 7		Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company.

		Inapplicable.

Item 8		Identification and Classification of Members of the Group.

		Inapplicable.

Item 9		Notice of Dissolution of Group.

		Inapplicable.

Item 10		Certification.

		By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge, and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

Exhibits		Exhibit 1

		Joint Filing Agreement dated February 14, 2006, between Green River and Mark McGrath.

7 of 8

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 14, 2006


Green River Management I, L.L.C.


By:		/s/ Mark McGrath

		Mark McGrath, Principal


Green River Offshore Fund Management Company, L.L.C.


By:		/s/ Mark McGrath

		Mark McGrath, Principal


/s/ Mark McGrath

Mark McGrath

8 of 8

EX-99.1 2 d33042cexv99w1.htm JOINT FILING AGREEMENT exv99w1

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G/A (including any and all amendments thereto) with respect to the Shares of Common Stock, no par value, of GenTek Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G/A and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 14, 2006.


Green River Management I, L.L.C.


By:		/s/ Mark McGrath

		Mark McGrath, Principal


Green River Offshore Fund Management Company, L.L.C.


By:		/s/ Mark McGrath

		Mark McGrath, Principal


/s/ Mark McGrath

Mark McGrath