| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DURATEK INC [ DRTK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/16/2003 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| 8% Cumulative Convertible Redeemable Preferred Stock | $324.67 | 12/16/2003 | J(1) | 141,704(2) | 12/17/2003 | 10/01/2005 | Common Stock | 4,723,419 | $46,007,037 | 2,993 | I | See Footnote(2) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The reported securities were redeemed by the issuer pursuant to a Share Repurchase Agreement, dated December 16, 2003, among the issuer and certain holders of the issuer???s 8% Cumulative Convertible Redeemable Preferred Stock. |
| 2. The shares are owned as follows: 65,098 shares are directly owned by Carlyle Partners II, LP ("CP II"); 4,688 shares are directly owned by Carlyle SBC Partners II, LP ("CSBC II"); 42,822 shares are directly owned by Carlyle International Partners II, LP ("CIP II"); 5,462 shares are directly owned by Carlyle International Partners III, LP ("CIP III"); 19,470 are directly owned by C/S International Partners, LP ("C/S"); 65 shares are owned by TCG; 3,050 shares are directly owned by Carlyle-GTSD Partners II, LP (CGP II") and 1,049 shares are directly owned by CP II Investment Holdings, LLC (CP II Holdings"). TCG II is the sole general partner of each of CP II, CIP II, CIP III and CSBC II, and a co-general partner of C/S. TCG is the sole general partner of CGP II. TC Group Investment Holdings, LP ("TCGIH") is the general managing member of CP II Holdings. TCG Holdings II, LP ("TCGH II") is the general partner of TCGIH and DBD Investors V, LLC is the general partner of TCGH II. |
| Remarks: |
| TCG Holdings, L.L.C. is the sole managing member of TC Group, L.L.C. ("TCG"). TCG is the sole managing member of TC Group II, L.L.C. ("TCG II"). Each of TCG and TCG II is the general partner of certain entities that directly own the reported securities as set forth in footnote (3) (collectively, "Carlyle"). The Reporting Persons are filing jointly with the other members of Carlyle and may be deemed to be acting as a group in relation to their respective holdings in the issuer, but do not affirm the existence of any such group. The filing of this report shall not be deemed to be an admission that, for the purpose of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the Reporting Persons are the beneficial owners of any securities covered by this report. |
| /s/ Daniel A. D'Aniello | 12/17/2003 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||