-----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, Nc2gxBoD9pmrUM3AZCsl4DVHxz2s7xzOQPDojzMy4jGnk4neDE508urYXtVIm/D1 7u6LucvkNXJ5sd4NYFIhyQ== 0001104659-06-006960.txt : 20060208 0001104659-06-006960.hdr.sgml : 20060208 20060208152501 ACCESSION NUMBER: 0001104659-06-006960 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060208 DATE AS OF CHANGE: 20060208 GROUP MEMBERS: JEFFREY L. GENDELL GROUP MEMBERS: TONTINE CAPITAL MANAGEMENT, L.L.C. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DURATEK INC CENTRAL INDEX KEY: 0000785186 STANDARD INDUSTRIAL CLASSIFICATION: HAZARDOUS WASTE MANAGEMENT [4955] IRS NUMBER: 222427618 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-44509 FILM NUMBER: 06588910 BUSINESS ADDRESS: STREET 1: 10100 OLD COLUMBIA ROAD CITY: COLUMBIA STATE: MD ZIP: 21046 BUSINESS PHONE: 4103125100 MAIL ADDRESS: STREET 1: 10100 OLD COLUMBIA ROAD CITY: COLUMBIA STATE: MD ZIP: 21046 FORMER COMPANY: FORMER CONFORMED NAME: GTS DURATEK INC DATE OF NAME CHANGE: 19930805 FORMER COMPANY: FORMER CONFORMED NAME: DURATEK CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TONTINE CAPITAL PARTNERS L P CENTRAL INDEX KEY: 0001276922 IRS NUMBER: 200376791 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O TONTINE CAPITAL MANAGEMENT LLC LP STREET 2: 55 RAILROAD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2037692000 MAIL ADDRESS: STREET 1: C/O TONTINE CAPITAL MANAGEMENT LLC LP STREET 2: 55 RAILROAD AVENUE 3RD FL CITY: GREENWICH STATE: CT ZIP: 06830 SC 13D 1 a06-4588_1sc13d.htm BENEFICIAL OWNERSHIP OF 5% OR MORE

	UNITED STATES	OMB APPROVAL
	SECURITIES AND EXCHANGE COMMISSION	OMB Number: 3235-0145
	Washington, D.C. 20549	Expires: January 31, 2006
	SCHEDULE 13D	Estimated average burden hours per response. . 11

Under the Securities Exchange Act of 1934
(Amendment No. )*

Duratek, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

26658Q102

(CUSIP Number)

Jeffrey L. Gendell

55 Railroad Avenue, 3rd Floor

Greenwich, Connecticut 06830

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 8, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ý

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §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).

CUSIP No. 26658Q102

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Tontine Capital Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 1,917,137

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 1,917,137

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,917,137

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 12.9%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Tontine Capital Management, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) WC

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Delaware

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 1,917,137

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 1,917,137

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,917,137

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 12.9%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Jeffrey L. Gendell

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			ý
		(b)			o

	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) o

	6.	Citizenship or Place of Organization United States

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power -0-

			8.	Shared Voting Power 1,917,137

			9.	Sole Dispositive Power -0-

			10.	Shared Dispositive Power 1,917,137

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,917,137

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) 12.9%

	14.	Type of Reporting Person (See Instructions) IN

Item 1.	Security and Issuer
	This Schedule 13D relates to the common stock, $0.01 par value (the “Common Stock”), of Duratek, Inc. (the “Company”). The Company’s principal executive offices are located at 10100 Old Columbia Road, Columbia, Maryland 21046.
Item 2.	Identity and Background
	(a) This statement is filed by:
	(i) Tontine Capital Partners, L.P., a Delaware limited partnership (“TCP”), with respect to the shares of Common Stock directly owned by it;
	(ii) Tontine Capital Management, L.L.C., a Delaware limited liability company (“TCM”), with respect to the shares of Common Stock directly owned by TCP;
	(iii) Jeffrey L. Gendell with respect to the shares of Common Stock directly owned by TCP and TCM.
	The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.
	(b) The address of the principal business and principal office of each of TCP and TCM is 55 Railroad Avenue, 3rd Floor, Greenwich, Connecticut 06830. The business address of Mr. Gendell is 55 Railroad Avenue, 3rd Floor, Greenwich, Connecticut 06830.
	(c) The principal business of TCP is serving as a private investment limited partnership. The principal business of TCM is serving as the general partner of TCP. Mr. Gendell serves as the managing member of TCM.
	(d) None of the Reporting Persons, has during the last five years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
	(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, 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.
	(f) TCP is a limited partnership organized under the laws of the State of Delaware. TCM is a limited liability company organized under the laws of the State of Delaware. Mr. Gendell is a United States citizen.
Item 3.	Source and Amount of Funds or Other Consideration
	Exhibit 2 sets forth the Reporting Person’s purchases of Common Stock within the past 90 days. Currently, the Reporting Persons own 1,917,137 shares of Common Stock. The net investment cost (including commissions, if any) of all of the shares of Common Stock directly owned by the Reporting Persons is approximately $38,696,000. TCM does not directly own any shares of Common Stock.
	Shares of Common Stock purchased by the Reporting Persons were purchased with working capital and on margin. The Reporting Persons’ margin transactions are with UBS Securities LLC, on such firm’s usual terms and conditions. All or part of the shares of Common Stock directly owned by the Reporting Persons may from time to time be pledged with one or more banking institutions or brokerage firms as collateral for loans made by such bank(s) or brokerage firm(s) to the Reporting Persons. Such loans bear interest at a rate based upon the broker’s call rate from time to time in effect. Such indebtedness may be refinanced with other banks or broker dealers.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the shares of Common Stock for investment purposes and in the ordinary course of business. On February 8, 2006, the Reporting Persons sent a letter to the Company’s expressing their opposition to the Company’s announced sale transaction to EnergySolutions LLC. The Reporting Persons expect to consider and evaluate on an on-going basis all of their options with respect to the investment in the Company. Among other alternatives, the Reporting Persons may continue to engage in discussions with management and/or the board of directors concerning the proposed sale transaction with EnergySolutions. The Reporting Persons may also attempt to encourage the Company and third parties to consider other strategic transactions involving the Company and the Reporting Persons may participate in

	or provide financial support to third parties participating in such strategic transactions. The Reporting Persons may also contact and consult with other stockholders of the Company concerning the Company, its prospects, the proposed sale transaction with EnergySolutions and any or all of the foregoing matters. In addition, the Reporting Persons may pursue other alternatives available in order to maximize the value of the investment in the Company. Such alternatives could include, without limitation, (i) the purchase of additional shares of common stock, options or related derivatives in the open market, in privately negotiated transactions or otherwise and (ii) the sale of all or a portion of the shares of common stock, options or related derivatives now beneficially owned or hereafter acquired by them. The Reporting Persons reserve the right to change their plans or intentions and to take any and all actions that they may deem to be in their best interests. Except as set forth above, the Reporting Persons do not have any current intention, plan or proposal with respect to: (a) the acquisition by any person of additional securities of the Company, or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present board of directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company’s business or corporate structure; (g) changes in the Company’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange, if any, or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of a registration pursuant to Section 12(g)(4) of the Act; or (j) any action similar to any of those enumerated above.
Item 5.	Interest in Securities of the Issuer
	A. Tontine Capital Partners, L.P. (a) Aggregate number of shares beneficially owned: 1,917,137. Percentage: 12.9%. The percentages used herein and in the rest of Item 5 are calculated based upon the 14,856,097 shares of Common Stock issued and outstanding as of November 1, 2005 as reflected in the Company’s Form 10-Q for the quarterly period ending September 30, 2005. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 1,917,137 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 1,917,137 (c) The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions by the Reporting Persons in the Common Stock within the last 90 days, which were all in the open market, are set forth in Exhibit 2 and are incorporated by reference. (d) TCM, the general partner of TCP, has the power to direct the affairs of TCP, including decisions respecting the receipt of dividends from, and the disposition of the proceeds from the sale of, the shares. Mr. Gendell is the Managing Member of TCM and in that capacity directs its operations. (e) Not applicable.
	B. Tontine Capital Management, L.L.C. (a) Aggregate number of shares beneficially owned: 1,917,137. Percentage:12.9%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 1,917,137 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 1,917,137 (c) TCM did not enter into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last 90 days on behalf of the Reporting Persons, which were all in the open market, are set forth in Exhibit 2, and are incorporated by reference. (d) Not applicable. (e) Not applicable.

	C. Jeffrey L. Gendell (a) Aggregate number of shares beneficially owned: 1,917,137. Percentage: 12.9%. (b) 1. Sole power to vote or direct vote: -0- 2. Shared power to vote or direct vote: 1,917,137 3. Sole power to dispose or direct the disposition: -0- 4. Shared power to dispose or direct the disposition: 1,917,137 (c) Mr. Gendell did not enter into any transactions in the Common Stock of the Company within the last sixty days. The trading dates, number of shares of Common Stock purchased or sold and the price per share for all transactions in the Common Stock within the last 90 days on behalf of the Reporting Persons, which were all in the open market, are set forth in Exhibit 2, and are incorporated by reference. (d) Not applicable. (e) Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Except as described herein, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Company, including but not limited to the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.
Item 7.	Material to Be Filed as Exhibits
	1. Letter to Robert E. Prince, President and CEO of the Company, dated February 8, 2006.
	2. Schedule of stock purchases by the Reporting Persons within the past ninety days.

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.

	February 8, 2006
	Date
	/s/ Jeffrey L. Gendell
	Signature
	Jeffrey L. Gendell, individually, and as managing member of Tontine Capital Management, L.L.C., general partner of Tontine Capital Partners, L.P.
	Name/Title

EX-1 2 a06-4588_1ex1.htm LETTER TO ROBERT E. PRINCE, PRESIDENT AND CEO OF THE COMPANY

EXHIBIT 1

TONTINE CAPITAL PARTNERS, L.P.

55 Railroad Avenue, Third Floor, Greenwich, CT 06830, (203) 769-2000

FAX: (203) 769-2010

CONFIDENTIAL

February 8, 2006

Mr. Robert E. Prince
President and Chief Executive Officer
Duratek, Inc.

10100 Old Columbia Road

Columbia, MD 21046

Dear Bob:

As you are aware, Tontine Capital Partners, L.P. (“Tontine Capital”) is a significant investor in Duratek, Inc. (“Duratek” or the “Company”). As a result of such investment position, our corresponding familiarity with the Company, as well as our active participation as an investor in the industry and markets in which Duratek operates, we are highly optimistic on the future prospects for the Company. It is with this background that I write to you with a high degree of disappointment in the Company’s recent announcement that it has entered into a definitive agreement to be acquired by EnergySolutions, LLC (“EnergySolutions”) along the terms outlined in the Agreement and Plan of Merger dated February 6, 2006 (the “Merger Agreement”) and the process undertaken by the Company with respect to its sale, as we understand it based upon conversations with senior management of the Company. Such terms and process are particularly concerning in light of the strength in the overall merger and acquisition market and the recent significant acquisition activity in the markets that you serve.

With respect to the announced terms of the transaction, we strongly believe that $22.00 per share does not adequately reflect the fair value of the Company in the context of a change of control. We further note that the Company’s stock has traded above $28.00 per share within the last twelve months and that the future outlook for the markets that Duratek serves has never been more robust. In addition, the Merger Agreement and related documentation appears to contemplate that the closing may not occur for up to twelve months, an unusually long period for a transaction of this type without a mechanism for increasing the purchase price should the value of the Company increase in the interim.

With respect to the process that we understand Duratek has undertaken in connection with the Board’s decision to sell the Company, we are extremely concerned by the apparent lack of any exploration of alternative proposals for the acquisition of the Company. Specifically, the acceptance of a negotiated transaction with EnergySolutions in the absence of a thorough market check, particularly in light of the recent industry merger and acquisition activity is, to say the least, perplexing. Furthermore, the granting of a “break-up fee” in the amount of approximately $8.6 million (or $0.58 per share) to EnergySolutions in light of the decision not to pursue a competitive process to sell the Company is extraordinarily upsetting.

Based upon the above, you should clearly understand that Tontine Capital does not support the announced transaction with EnergySolutions and will strenuously oppose efforts to consummate the transaction on its current terms. Furthermore, we strongly encourage the Board to be open minded to any and all bona fide expressions of interest which may present themselves as a result of the Company’s announcement of the sale transaction.

Bob, as you know, we established our position in the Company with a view toward being highly supportive and constructive holders of the Company’s shares over the long term. Given the Board’s decision to sell the Company, it is imperative that the tremendous long term value that we see in Duratek is appropriately captured in any transaction for control of the Company. We firmly believe the proposed sale to EnergySolutions does not convey such long term value to the Company’s shareholders.

We would be happy to discuss any aspect of this letter with you or your Board should such a conversation be desired.

Sincerely,

/s/ Jeffrey L. Gendell

Jeffrey L. Gendell
General Partner

EX-2 3 a06-4588_1ex2.htm SCHEDULE OF STOCK PURCHASES

EXHIBIT 2

Reporting Persons’ Purchases of

Common Stock within past 90 Days

Reporting Person	Date of Transaction	Number of Shares Purchased	Price Per Share (including commissions, if any)

Tontine Capital Partners, L.P.	11/1/05	4,300	$	14.28

Tontine Capital Partners, L.P.	11/11/05	200	15.22

Tontine Capital Partners, L.P.	11/11/05	160,000	15.03

Tontine Capital Partners, L.P.	11/14/05	1,600	15.02

Tontine Capital Partners, L.P.	11/30/05	21,800	16.13

Tontine Capital Partners, L.P.	12/06/05	111,100	16.03

Tontine Capital Partners, L.P.	12/22/05	133,000	15.03

Tontine Capital Partners, L.P.	12/23/05	75,000	14.99

-----END PRIVACY-ENHANCED MESSAGE-----

Under the Securities Exchange Act of 1934 (Amendment No. )*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. )*