-----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, U+JhJxjctKdiWUv6blMVDXXEwWe0qP0finVfEqOE6gFBS8B0X51jCIznhmQ3ZFty 60RhhvSWBSsAV1Gm1SEQlQ== 0001175735-07-000011.txt : 20070215 0001175735-07-000011.hdr.sgml : 20070215 20070215081333 ACCESSION NUMBER: 0001175735-07-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070215 DATE AS OF CHANGE: 20070215 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENEVA STEEL HOLDINGS CORP CENTRAL INDEX KEY: 0001128709 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 870065504 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60565 FILM NUMBER: 07625405 BUSINESS ADDRESS: STREET 1: 10 S GENEVA RD CITY: VINEYARD STATE: UT ZIP: 84058 BUSINESS PHONE: 8012279000 MAIL ADDRESS: STREET 1: 10 S GENEVA RD CITY: VINEYARD STATE: UT ZIP: 84058 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALBERT FRIED & CO LLC CENTRAL INDEX KEY: 0001175735 IRS NUMBER: 135089432 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 60 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2124227282 MAIL ADDRESS: STREET 1: 60 BROAD STREET 39TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10004 SC 13D/A 1 gnvhq13da-2007.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) UNDER THE SECURITIES AND EXCHANGE ACT OF 1934 (AMENDMENT NO. 10) GENEVA STEEL HOLDINGS CORP - ---------------------------------------- ----- -------------- (Name of Issuer) COMMON STOCK, PAR VALUE $0.01 PER SHARE - ---------------------------------------- ----- -------------- (Title of Class of Securities) 372257105 - ------------------- (CUSIP Number) Anthony Katsingris Albert Fried and Company, LLC. 60 Broad Street, 39th Floor New York, New York 10004 (212) 422-7282 - ---------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 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 Sections 240.13d-1(e),240.13d-7 (b) or 240.13d-1(g), check the following box [x] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 (b) for other parties to whom copies are to be sent (Continued on following pages) (Page 1 of 7 Pages) - ---------------------------- The remainder of this cover page shall be filled out for a reporting persons 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). SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 372257105 PAGE 2 OF 7 PAGES - ------------ - ----------------------- ======= ================================ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Albert Fried and Company, LLC 13-5089432 - ------- -------------------------------- 2 CHECK THE APPROPRIATE BOX IF A M (a)| _ | (b)| X | - --------------------------------------- 3 SEC USE ONLY - --------------------------------------- 4 SOURCE OF FUNDS WC - ------- -------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - --------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,074,395** BENEFICIALLY ------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING ------------------------- PERSON WITH 9 SOLE DISPOSITIVE POWER 2,074,395** - -------------------------------------- 10 SHARED DISPOSITIVE POWER - --------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,074,395** - ------- -------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | _ | - --------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 27.94% - --------------------------------------- 14 TYPE OF REPORTING PERSON BD, IN - --------------------------------------- Albert Fried Jr, managing member of Albert Fried and Company, LLC and a former director of the Issuer, is deemed to beneficially own 50,000 shares upon the exercise of director issued stock options. These shares are included in the total on line 11. For more information, see item 5 and 6 PAGE 3 OF 7 PAGES ITEM 1. SECURITY AND ISSUER This Schedule 13D relates to the Common Stock par value $0.01 per share (Common Stock), of Geneva Steel Holdings Corp. a Delaware corporation (the Issuer). The address of the principal executive office of the Issuer is 10 South Geneva Road, Vineyard, Utah 84058. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is filed on behalf of: (a) Albert Fried and Company, LLC, a New York limited liability company. The members of the LLC are Albert Fried Jr, Christina Fried, The Fried Group, LLC & Anthony Katsingris. (b)Principal business address: 60 Broad Street, 39th Floor New York, NY 10004 The principal business of Albert Fried and Company, LLC is to act as a Broker/Dealer in the securities industry. (b) N/A Acquisition and disposition of any shares as part of the firms market making activities are dealer transactions in the ordinary course of business and incident to the establishment or maintenance of a primary secondary market for such security as covered under Section 16(d) of the Securities Exchange Act of 1934. (d) N/A (e) N/A (f) U.S.A. ITEM 3. SOURCE AND AMOUNT OF FUNDS OTHER CONSIDERATION Albert Fried and Company, LLC has used its working capital in all its previous purchases of the Issuers Common Stock PAGE 4 OF 7 PAGES ITEM 4. PURPOSE OF TRANSACTION Disposition of shares were in the ordinary course of business of the firm market making activities and incident to the establishment and maintenance of a primary or secondary market for such securities PAGE 5 OF 7 PAGES ITEM 5. INTEREST IN SECURITIES OF THE (a)As of the date of this Schedule 13D, Albert Fried and Company, LLC owns and has sole power to vote and dispose of 2,074,400 shares of the Issuers Common Stock (approximately 27.94% of the outstanding shares of the Issuer's Common Stock) **50,000 shares, included as part of line 11, are attributable to stock options issued to Albert Fried Jr, a former director of the Issuer. (b) N/A Acquisition and disposition of any shares as part of the firm's market-making activities are dealer transaction in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market for such security as covered under Section 16(d) of The Securities Exchange Act of 1934. (c) Open market transactions effected in the market-maker account during the past sixty days include: NO REPORTABLE TRANSACTIONS (d) None (e) N/A ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR" RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER In connection with the portion of the January 2001 Term Loan Albert Fried & Co., LLC provided the Issuer, Albert Fried Company, LLC was to receive additional shares of the Issuer's common stock on the fourth anniversary of the Loan Date. The number of shares related to a fee amounting to $515,070. Albert Fried & Company, LLC has been advised by the Issuer that since they could not pay the fee in common stock, the claim would be converted to cash. However, the Trustee for the Issuer's Chapter 11 proceedings has taken a different position and the matter is currently the subject of litigation. As a result, these shares are not reflected in this Schedule 13D in the number of shares beneficially owned by Albert Fried & Co., LLC." Albert Fried Jr, the managing member of and Company, LLC, was a former director Pursuant to the Geneva Steel Holdings Corp Stock Option Plan for Nonemployee Directors, Mr. Albert Fried Jr, a former director of the Issuer, was granted options to purchase a total of 50,000 shares of the Issuer's common stock; 25,000 shares are exercisable at $.19 per share expiring 3/23/2011 and 25,000 shares are exercisable at $.19 per share" expiring 4/22/2012. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS NONE SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this Schedule 13D is true, complete and correct." Dated as of February 14, 2006 ALBERT FRIED AND COMPANY, LLC. By: /s/ ALBERT FRIED JR. Albert Fried, Jr. Managing Member -----END PRIVACY-ENHANCED MESSAGE-----