-----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, RQkRVxQhGUnOjTpmZxIz9rL7oD3nEeKZHNZNQ97Haq5duK2ej+UlS8W6vV7vJ1Dp b1kEh7Mdfty8yKsg/vD9nw== 0000905148-05-005206.txt : 20051019 0000905148-05-005206.hdr.sgml : 20051019 20051019170920 ACCESSION NUMBER: 0000905148-05-005206 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051017 FILED AS OF DATE: 20051019 DATE AS OF CHANGE: 20051019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHART INDUSTRIES INC CENTRAL INDEX KEY: 0000892553 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 341712937 STATE OF INCORPORATION: DE FISCAL YEAR END: 2002 BUSINESS ADDRESS: STREET 1: 5885 LANDERBROOK DRIVE STREET 2: SUITE 150 CITY: MAYFIELD HEIGHTS STATE: OH ZIP: 44124 BUSINESS PHONE: 4407531490 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERRILL LYNCH PIERCE FENNER & SMITH INC CENTRAL INDEX KEY: 0000728612 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 051145657 BUSINESS ADDRESS: STREET 1: 4 WORLD FINANCIAL CENTER STREET 2: NORTH TOWER CITY: NEW YORK STATE: NY ZIP: 10080 BUSINESS PHONE: 2126702273 MAIL ADDRESS: STREET 1: 4 WORLD FINANCIAL CENTER STREET 2: NORTH TOWER CITY: NEW YORK STATE: NY ZIP: 10080 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERRILL LYNCH & CO INC CENTRAL INDEX KEY: 0000065100 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11442 FILM NUMBER: 051145658 BUSINESS ADDRESS: STREET 1: 4 WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10080 BUSINESS PHONE: 2124491000 MAIL ADDRESS: STREET 1: 4 WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10080 4 1 efc5-2204_ex.xml X0202 4 2005-10-17 1 0000892553 CHART INDUSTRIES INC CIDI 0000065100 MERRILL LYNCH & CO INC 4 WORLD FINANCIAL CTR NORTH TOWER NEW YORK NY 10080 0 0 1 0 0000728612 MERRILL LYNCH PIERCE FENNER & SMITH INC 4 WORLD FINANCIAL CENTER NORTH TOWER NEW YORK NY 10080 0 0 1 0 Common Stock 2005-10-17 4 U 0 225588 64.75 D 0 D On August 2, 2005, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with First Reserve Fund X, L.P., a Delaware limited partnership ("First Reserve"), CI Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of First Reserve (the "Merger Subsidiary") and certain principal stockholders of the Issuer, including the Reporting Persons. On October 17, 2005, the Reporting Persons completed the sale of their shares of the Issuer's common stock, par value $0.01 per share (the "Shares"), pursuant to the terms of the Merger Agreement at a purchase price of $64.75 per Share. The Reporting Persons and certain other principal stockholders of the Issuer entered into an Investor Rights Agreement with the Issuer as of September 15, 2003 (the "Investor Rights Agreement"). The ability of the Reporting Persons to vote or dispose of the Shares was controlled by the terms of the Investor Rights Agreement. As parties to the Investor Rights Agreement, the Reporting Persons could be deemed to be a member of a "group" pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), that, combined, had beneficial ownership of more than 10% of the Issuer's outstanding Shares. In connection with the sale of the Shares pursuant to the Merger Agreement, the Investor Rights Agreement was terminated and the "group" disbanded. Of the amount of Shares subject to the Investor Rights Agreement, 225,588 were held for the account of Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation ("MLPFS"). Merrill Lynch & Co., Inc., a Delaware corporation ("MLC"), is the parent holding company of MLPFS. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of any Shares or other securities not held directly for their account for purposes of Section 16 of the Act, or otherwise. The Reporting Persons disclaim beneficial ownership of the Shares subject to the Investor Rights Agreement except to the extent of their pecuniary interest therein. The filing of this statement shall also not be deemed a determination that this filing is required pursuant to Section 16(a) of the Act. /s/ Jonathan N. Santelli 2005-10-19 /s/ Jonathan N. Santelli 2005-10-19 -----END PRIVACY-ENHANCED MESSAGE-----