-----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, WF9IlFwavZNPEQy2/m8aPess6VLlrykY8NmRTkyCpfLTr4Ks+FGlN/SaOmEpb93F RLaKjioyhxWlwtkT94/62Q== 0000929638-06-000298.txt : 20060724 0000929638-06-000298.hdr.sgml : 20060724 20060724164047 ACCESSION NUMBER: 0000929638-06-000298 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060724 DATE AS OF CHANGE: 20060724 GROUP MEMBERS: ABRAMS CAPITAL PARTNERS II, L.P. GROUP MEMBERS: DAVID ABRAMS GROUP MEMBERS: PAMET CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: PAMET CAPITAL MANAGEMENT, 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: 06976897 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: ABRAMS CAPITAL LLC CENTRAL INDEX KEY: 0001112443 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 222 BERKELEY ST. 22ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6176466100 MAIL ADDRESS: STREET 1: 222 BERKELEY ST. 22ND FLOOR CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 gentek13g24jul06.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

OMB APPROVAL

OMB Number: 3235-0145

Expires: February 28, 2009

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SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)1

 

 

GENTEK INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

 

 

37245X203

 

(CUSIP Number)

 

July 14, 2006

(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.

 

_________________________________

 

1/  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.

105759104

 

 

 

1

Names of Reporting Persons.

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

Abrams Capital Partners II, L.P.

Abrams Capital, LLC

Pamet Capital Management, L.P.

Pamet Capital Management, 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.

Abrams Capital Partners II, L.P. - Delaware

Abrams Capital, LLC - Delaware

Pamet Capital Management, L.P. - Delaware

Pamet Capital Management, LLC - Delaware

David Abrams - United States

 

 

 

 

CUSIP NO.

105759104

 

 

 

 

Number

of Shares

Beneficially

Owned by

Each

Reporting

Person With

5  Sole Voting Power

Abrams Capital Partners II, L.P. - 0 shares

Abrams Capital, LLC - 0 shares

Pamet Capital Management, L.P. - 0 shares

Pamet Capital Management, LLC - 0 shares

David Abrams - 0 shares

 

6  Shared Voting Power

Abrams Capital Partners II, L.P. - 906,856 shares

Abrams Capital, LLC - 1,155,972 shares

Pamet Capital Management, L.P. - 1,247,086 shares

Pamet Capital Management, LLC - 1,247,086 shares

David Abrams - 1,247,086 shares

 

Refer to Item 4 below.

7  Sole Dispositive Power

Abrams Capital Partners II, L.P. - 0 shares

Abrams Capital, LLC - 0 shares

Pamet Capital Management, L.P. - 0 shares

Pamet Capital Management, LLC - 0 shares

David Abrams - 0 shares

 

8  Shared Dispositive Power

Abrams Capital Partners II, L.P. - 906,856 shares

Abrams Capital, LLC - 1,155,972 shares

Pamet Capital Management, L.P. - 1,247,086 shares

Pamet Capital Management, LLC - 1,247,086 shares

David Abrams - 1,247,086 shares

 

Refer to Item 4 below.

9

Aggregate Amount Beneficially Owned by Each Reporting Person

Abrams Capital Partners II, L.P. - 906,856 shares

Abrams Capital, LLC - 1,155,972 shares

Pamet Capital Management, L.P. - 1,247,086 shares

Pamet Capital Management, LLC - 1,247,086 shares

David Abrams - 1,247,086 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)

Abrams Capital Partners II, L.P. - 8.3%

Abrams Capital, LLC - 10.4%

Pamet Capital Management, L.P. - 11.1%

Pamet Capital Management, LLC - 11.1%

David Abrams - 11.1%

 

Refer to Item 4 below.

 

12

Type of Reporting Person (See Instructions)

Abrams Capital Partners II, L.P. – OO (Limited Liability Company)

Abrams Capital, LLC – OO (Limited Liability Company)

Pamet Capital Management, L.P. – OO (Limited Liability Company)

Pamet Capital Management, LLC – OO (Limited Liability Company)

David Abrams – IN

 

 

 

 

 

CUSIP NO.

105759104

 

 

 

Item 1.

(a)

Name of Issuer

 

Gentek Inc.

(b)

Address of Issuer's Principal Executive Offices

 

90 East Halsey Road, Parsippany, NJ 07054

 

Item 2.

(a)

Name of Person Filing

 

Abrams Capital Partners II, L.P.

Abrams Capital, LLC

Pamet Capital Management, L.P.

Pamet Capital Management, LLC

David Abrams

 

(b)

Address of Principal Business Office or, if none, Residence

 

Abrams Capital Partners II, L.P.

Abrams Capital, LLC

Pamet Capital Management, L.P.

Pamet Capital Management, LLC

David Abrams

c/o Abrams Capital, LLC

222 Berkeley Street, 22nd Floor

Boston, MA 02116

 

(c)

Citizenship

 

Abrams Capital Partners II, L.P. - Delaware

Abrams Capital, LLC - Delaware

Pamet Capital Management, L.P. - Delaware

Pamet Capital Management, LLC - Delaware

David Abrams - United States

 

(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).

 

 

 

CUSIP NO.

105759104

 

 

 

 

(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);

(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 **

 

Abrams Capital Partners II, L.P. - 906,856 shares

Abrams Capital, LLC - 1,155,972 shares

Pamet Capital Management, L.P. - 1,247,086 shares

Pamet Capital Management, LLC - 1,247,086 shares

David Abrams - 1,247,086 shares

 

(b)

Percent of Class**

 

Abrams Capital Partners II, L.P. - 8.3%

Abrams Capital, LLC - 10.4%

Pamet Capital Management, L.P. - 11.1%

Pamet Capital Management, LLC - 11.1%

David Abrams - 11.1%

 

(c)

Number of shares as to which such person has:

 

(i)

sole power to vote or to direct the vote **

 

 

Abrams Capital Partners II, L.P. - 0 shares

Abrams Capital, LLC - 0 shares

Pamet Capital Management, L.P. - 0 shares

Pamet Capital Management, LLC - 0 shares

David Abrams - 0 shares

 

 

 

CUSIP NO.

105759104

 

 

 

 

 

(ii)

shared power to vote or to direct the vote**

 

 

Abrams Capital Partners II, L.P. - 906,856 shares

Abrams Capital, LLC - 1,155,972 shares

Pamet Capital Management, L.P. - 1,247,086 shares

Pamet Capital Management, LLC - 1,247,086 shares

David Abrams - 1,247,086 shares

 

 

(iii)

sole power to dispose or to direct the disposition of**

 

 

Abrams Capital Partners II, L.P. - 0 shares

Abrams Capital, LLC - 0 shares

Pamet Capital Management, L.P. - 0 shares

Pamet Capital Management, LLC - 0 shares

David Abrams - 0 shares

 

 

(iv)

shared power to dispose or to direct the disposition of**

 

 

Abrams Capital Partners II, L.P. - 906,856 shares

Abrams Capital, LLC - 1,155,972 shares

Pamet Capital Management, L.P. - 1,247,086 shares

Pamet Capital Management, LLC - 1,247,086 shares

David Abrams - 1,247,086 shares

 

** Shares reported herein for Abrams Capital Partners II, L.P. (“ACP II”) represent 172,074 shares of common stock and an aggregate of 734,782 shares issuable upon the exercise of 117,758 Tranche B Warrants and 109,905 Tranche C Warrants beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC represent (i) the above-referenced shares beneficially owned by ACP II and (ii) an aggregate of 51,300 shares of common stock and an aggregate of 197,818 shares issuable upon the exercise of Tranche B and Tranche C Warrants beneficially owned by private investment funds. Abrams Capital, LLC is the general partner of ACP II and of such private investment funds. Shares reported herein for David Abrams, Pamet Capital Management, L.P. (“Pamet LP”) and Pamet Capital Management, LLC (“Pamet LLC”) represent (i) the above-referenced shares beneficially owned by Abrams Capital, LLC and (ii) 15,300 shares of common stock and an aggregate of 75,814 shares issuable upon the exercise of Tranche B and Tranche C Warrants beneficially owned by private investment funds of which Pamet LP is investment manager and, in some cases, of which Abrams Capital, LLC is general partner. Pamet LLC is the General Partner of Pamet LP. Mr. Abrams is the managing member of Abrams Capital, LLC and Pamet 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. 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 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.

 

 

CUSIP NO.

105759104

 

 

 

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.

105759104

 

 

 

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:

July 24, 2006

 

ABRAMS CAPITAL PARTNERS II, L.P.

By: Abrams Capital, LLC,

its General Partner

 

By: /s/ David Abrams                                

David Abrams, Managing Member

 

ABRAMS CAPITAL, LLC

 

By: /s/ David Abrams                                

David Abrams, Managing Member

 

PAMET CAPITAL MANAGEMENT, L.P.

By: Pamet Capital Management, LLC,

its General Partner

 

By: /s/ David Abrams                                

David Abrams, Managing Member

 

PAMET CAPITAL MANAGEMENT, LLC

 

By: /s/ David Abrams                                

David Abrams, Managing Member

 

DAVID ABRAMS

 

By: /s/ David Abrams                                

David Abrams, individually

 

CUSIP NO.

37245X203

 

 

 

Exhibit 1

 

JOINT FILING AGREEMENT

 

This Joint Filing Agreement, dated as of July 24, 2006, is by and among Abrams Capital Partners II, L.P., Abrams Capital, LLC, Pamet Capital Management, L.P., Pamet Capital Management, LLC and David Abrams (collectively, the "Filers").

 

Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Common Stock, par value $0.01 per share, of Gentek Inc. beneficially owned by them from time to time.

 

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

 

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

 

 

Executed and delivered as of the date first above written.

 

ABRAMS CAPITAL PARTNERS II, L.P.

By: Abrams Capital, LLC,

its General Partner

 

By: /s/ David Abrams                                

David Abrams, Managing Member

 

ABRAMS CAPITAL, LLC

 

By: /s/ David Abrams                                

David Abrams, Managing Member

 

PAMET CAPITAL MANAGEMENT, L.P.

By: Pamet Capital Management, LLC,

its General Partner

 

By: /s/ David Abrams                                

David Abrams, Managing Member

 

PAMET CAPITAL MANAGEMENT, LLC

 

By: /s/ David Abrams                                

David Abrams, Managing Member

 

DAVID ABRAMS

 

By: /s/ David Abrams                                

David Abrams, individually

 

 

 

 

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