UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE TO/A
Tender Offer Statement under
Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act
of 1934
(Amendment No. 3)
GENTEK INC.
(Name of Subject Company
(Issuer))
ASP GT ACQUISITION
CORP.
(Offeror)
a wholly-owned subsidiary
of
ASP GT HOLDING CORP.
(Parent of Offeror)
American Securities Partners V, L.P.
American Securities Partners V(B), L.P.
American Securities Partners V(C), L.P.
American Securities Associates V, LLC
American Securities LLC
(Other Persons)
(Names of Filing Persons
(identifying status as offeror, issuer or other
person))
Common Stock, no par value
(Title of Class of
Securities)
37245X203
(CUSIP Number of Class of
Securities)
Matthew F. LeBaron
American Securities
LLC
The Chrysler Center
666 Third Avenue
New York, NY 10017
(212) 476-8000
(Name, address, and telephone
numbers of person authorized to receive notices and
communications on behalf of filing persons)
Copy to:
Michael
Lubowitz, Esq.
Weil, Gotshal & Manges
LLP
767 Fifth Avenue
New York, NY 10153
(212) 310-8000
CALCULATION
OF FILING FEE
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$441,299,130.00
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$24,624.49
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(1)
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Estimated for purposes of
calculating the filing fee only. The transaction valuation was
calculated by adding (i) 10,196,370 shares of common
stock, no par value, of GenTek Inc., outstanding multiplied by
the offer price of $38.00 per share,
(ii) 461,691 shares of common stock, no par value, of
GenTek Inc., which were subject to issuance pursuant to the
exercise of outstanding options multiplied by $38.00 and
(iii) 955,074 shares of common stock, no par value, of
GenTek Inc., which were subject to issuance pursuant to the
exercise of outstanding warrants multiplied by $38.00. The
calculation of the filing fee is based on GenTek Inc.’s
representation of its capitalization as of September 24,
2009.
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(2)
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The filing fee was calculated in
accordance with
Rule 0-11
under the Securities Exchange Act of 1934 by multiplying the
transaction value by 0.00005580.
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Check the box if any part of the
fee is offset as provided by
Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing.
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Amount Previously Paid: $24,624.49
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Filing Party: ASP GT Holding Corp.
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Form of Registration No.: Schedule TO
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Date Filed: September 29, 2009
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o
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Check the box if the filing relates
solely to preliminary communications made before the
commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions
to which the statement relates:
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Third-party tender offer subject to
Rule 14d-1.
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Issuer tender offer subject to
Rule 13e-4.
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o
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Going-private transaction subject
to
Rule 13e-3.
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Amendment to Schedule 13D
under
Rule 13d-2.
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Check the following box if the filing is a final amendment
reporting the results of the tender
offer.
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This Amendment No. 3 to the Tender Offer Statement on
Schedule TO (this “Amendment”), filed with the
Securities and Exchange Commission (the “SEC”) on
October 27, 2009, amends and supplements the Tender Offer
Statement on Schedule TO filed on September 29, 2009
(the “Schedule TO”), as amended by Amendment
No. 1 filed on October 9, 2009 (“Amendment
No. 1”), and Amendment No. 2 filed on
October 15, 2009 (“Amendment No. 2”), and
relates to the offer by ASP GT Acquisition Corp., a Delaware
corporation (the “Purchaser”), to purchase all of the
outstanding shares of common stock, no par value (the
“Shares”), of GenTek Inc., a Delaware corporation
(“GenTek”), at a purchase price of $38.00 per Share
(the “Offer Price”), net to the seller in cash,
without interest thereon and less any applicable withholding
taxes, upon the terms and subject to the conditions set forth in
the Offer to Purchase dated September 29, 2009 (which,
together with any amendments and supplements thereto,
collectively constitute the “Offer to Purchase”) and
in the related Letter of Transmittal, copies of which are
attached to the Schedule TO as Exhibits (a)(1)(A) and
(a)(1)(B), respectively (which, together with the Offer to
Purchase, as each may be amended or supplemented from time to
time, collectively constitute the “Offer”). The
Schedule TO (including the Offer to Purchase) filed with
the SEC by ASP GT Holding Corp., a Delaware corporation and the
sole stockholder of the Purchaser (“Parent”), on
September 29, 2009, as amended by Amendment No. 1,
Amendment No. 2 and this Amendment, and the
Solicitation/Recommendation Statement on
Schedule 14D-9
filed with the SEC by GenTek on October 2, 2009, as amended
on October 8, 2009, October 23, 2009 and
October 27, 2009 (and any further amendments thereto),
contain important information about the Offer, all of which
should be read carefully by GenTek stockholders before any
decision is made with respect to the Offer. The Offer is made
pursuant to the Agreement and Plan of Merger, dated as of
September 28, 2009, by and among Parent, the Purchaser and
GenTek. Parent is beneficially owned by American Securities
Partners V, L.P., a Delaware limited partnership, American
Securities Partners V(B), L.P., a Delaware limited partnership,
and American Securities Partners V(C), L.P., a Delaware limited
partnership.
Documentation relating to the Offer has been mailed to GenTek
stockholders and may be obtained at no charge at the website
maintained by the SEC at www.sec.gov and may also be obtained at
no charge by directing a request by mail to MacKenzie Partners,
Inc., 105 Madison Avenue, New York, New York 10016, or by
calling toll-free at
(800) 322-2885.
All information set forth in the Offer to Purchase and the
related Letter of Transmittal is incorporated by reference in
answer to Items 1 through 12 in the Schedule TO (as
amended by Amendment No. 1 and Amendment No. 2),
except those items as to which information is specifically
provided herein. Capitalized terms used but not otherwise
defined herein shall have the meanings ascribed to such terms in
the Offer to Purchase.
Items 1-11.
The Offer to Purchase is hereby amended by:
Adding the following text to the end of the third paragraph
under the tenth question of the Summary Term Sheet entitled
“What are the most significant conditions to the
Offer?”:
“On October 27, 2009, remediation agreements between
General Chemical, LLC, a subsidiary of GenTek, and the New
Jersey Department of Environmental Protection became effective.
Consequently, the obligations required to be performed under
ISRA prior to the expiration of the Offer have been completed.
See Section 16 — “Certain Legal Matters;
Regulatory Approvals.”
Amending and supplementing the information set forth in
Section 16 of the Offer to Purchase entitled “Certain
Legal Matters; Regulatory Approvals” by adding the
following text to the end of the sixth paragraph entitled
“Industrial Site Recovery Act Compliance”:
“On October 2, 2009, General Chemical, LLC, a
subsidiary of GenTek, filed general information notices for its
Berkeley Heights and Newark facilities with the New Jersey
Department of Environmental Protection (the “NJDEP”)
as required by ISRA. On October 9, 2009, General Chemical,
LLC filed remediation agreement applications for its Berkeley
Heights and Newark facilities with the NJDEP. On
October 21, 2009, the NJDEP accepted the applications for
the ISRA remediation agreements and signed the remediation
agreements. On October 27, 2009, General Chemical, LLC
signed the remediation agreements thereby making such agreements
effective as of October 27, 2009. Accordingly, the
obligations required to be performed under ISRA prior to the
expiration of the Offer have been completed and the condition to
the Offer that any required governmental approvals be obtained,
that any waiting periods (or extensions thereof) lapse and that
any mandated filings be made has been satisfied. The Offer
continues to be conditioned upon the other conditions described
in Section 15 — “Certain Conditions of the
Offer” of the Offer to Purchase, including, among other
things, the satisfaction of the Minimum Condition.”
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