<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
GenTek Inc.
-------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------------------------------
(Title of Class of Securities)
37245X 10 4
-------------------------------------------------
(CUSIP Number)
Paul M. Montrone
c/o GenTek Inc.
Liberty Lane
Hampton, New Hampshire 03842
(603) 929-2264
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 25, 2000
-------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of 'SS'240.13d-1(3), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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).
* 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.
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 2 of 12 Pages
(1) Names of Reporting Persons Paul M. Montrone
S.S. or I.R.S. Identification
Nos. of Above Persons
--------------------------------------------------------------------------------
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds PF, OO
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of
Organization U.S.A.
--------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 5,434,407
Beneficially Owned -----------------------------------------------------
by Each Reporting (8) Shared Voting Power 5,136,217
Person With -----------------------------------------------------
(9) Sole Dispositive Power 5,434,407
-----------------------------------------------------
(10) Shared Dispositive Power 5,136,217
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 12,638,752
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 50.6% (See Item 5(b))
--------------------------------------------------------------------------------
(14) Type of Reporting Person IN
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 3 of 12 Pages
(1) Names of Reporting Persons PMM GK Investment LLC
S.S. or I.R.S. Identification N/A
Nos. of Above Persons
--------------------------------------------------------------------------------
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds OO
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of
Organization DE, U.S.A.
--------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 2,852,731
Beneficially Owned -----------------------------------------------------
by Each Reporting (8) Shared Voting Power 0
Person With -----------------------------------------------------
(9) Sole Dispositive Power 2,852,731
-----------------------------------------------------
(10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,852,731
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 11.4% (See Item 5(b))
--------------------------------------------------------------------------------
(14) Type of Reporting Person OO
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 4 of 12 Pages
(1) Names of Reporting Persons Sandra G. Montrone
S.S. or I.R.S. Identification
Nos. of Above Persons
--------------------------------------------------------------------------------
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds Not Applicable (see Item 4)
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of
Organization U.S.A.
--------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 36,000
Beneficially Owned -----------------------------------------------------
by Each Reporting (8) Shared Voting Power 7,204,345
Person With -----------------------------------------------------
(9) Sole Dispositive Power 36,000
-----------------------------------------------------
(10) Shared Dispositive Power 7,204,345
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 7,240,345
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 29.0% (See Item 5(b))
--------------------------------------------------------------------------------
(14) Type of Reporting Person IN
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 5 of 12 Pages
(1) Names of Reporting Persons Paul M. Meister
S.S. or I.R.S. Identification
Nos. of Above Persons
--------------------------------------------------------------------------------
(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
--------------------------------------------------------------------------------
(3) SEC Use Only
--------------------------------------------------------------------------------
(4) Source of Funds Not Applicable (see Item 4)
--------------------------------------------------------------------------------
(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
--------------------------------------------------------------------------------
(6) Citizenship or Place of
Organization U.S.A.
--------------------------------------------------------------------------------
Number of Shares (7) Sole Voting Power 10,000
Beneficially Owned -----------------------------------------------------
by Each Reporting (8) Shared Voting Power 2,068,128
Person With -----------------------------------------------------
(9) Sole Dispositive Power 10,000
-----------------------------------------------------
(10) Shared Dispositive Power 2,068,128
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 10,000
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [X]
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 * (See Item 5(b))
--------------------------------------------------------------------------------
(14) Type of Reporting Person IN
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 6 of 12 Pages
ITEM 1. SECURITY AND ISSUER
The Issuer is GenTek Inc., a Delaware corporation (the "Issuer"). The
address of Issuer's principal executive offices is Liberty Lane, Hampton, New
Hampshire 03842.
This report covers the Issuer's Common Stock, par value $.01 per share
(the "Common Stock").
The Issuer has also issued Class B Common Stock par value $.01 per
share (the "Class B Common Stock"). Each share of Class B Common Stock is
convertible at the option of holder into one share of Common Stock and is
automatically converted into one share of Common Stock upon transfer to a person
who is not a Permitted Transferee, as that term is defined in the Issuer's
Certificate of Incorporation. Based upon this conversion feature of Class B
Common Stock, the Reporting Persons are, pursuant to Rule 13d-3(d) (1) (i) (B)
of the Act, deemed for purposes of this filing to be the beneficial owners of
such shares of Common Stock as would be issued upon conversion. The Common Stock
and Class B Common Stock are substantially identical, except for disparity in
voting power, limitations on transfers of Class B Common Stock and the
conversion feature of the Class B Common Stock. The holders of Common Stock and
Class B Common Stock vote as a single class on all matters submitted to a vote
of stockholders except as otherwise provided by law.
ITEM 2.
(a) The names of the Reporting Persons are (i) Paul M. Montrone, an
individual, (ii) PMM GK Investment LLC, a Delaware limited liability
company, (iii) Sandra G. Montrone, and (iv) Paul M. Meister.
(b) The business address of Paul M. Montrone, Sandra G. Montrone and Paul
M. Meister is c/o GenTek Inc., Liberty Lane, Hampton, New Hampshire
03842. The principal place of business of PMM GK Investment LLC is c/o
Wilmington Trust Company, 1100 N. Market Street, Wilmington, Delaware
19890.
(c) Paul M. Montrone is the Chairman of the Board and Chief Executive
Officer of Fisher Scientific International Inc., and Chairman of the
Board of the Issuer and The General Chemical Group Inc. PMM GK
Investment LLC is wholly owned and controlled by Paul M. Montrone; he
is the sole member and manager of PMM GK Investment LLC. Sandra G.
Montrone is the wife of Paul M. Montrone. Paul M. Meister is the Vice
Chairman of the Board and the Executive Vice President
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 7 of 12 Pages
and Chief Financial Officer of Fisher Scientific International Inc.
Paul M. Meister is also the Vice Chairman of the Board of the Issuer and
the General Chemical Group Inc.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On February 25, 2000, PMM GK Investment LLC purchased 2,061,046 shares
of the Common Stock and 791,685 shares of the Class B Common Stock of the Issuer
by subscribing to such shares in a rights offering by the Issuer (the "Rights
Offering"). In the Rights Offering, the Issuer granted to holders of its Common
Stock and Class B Common Stock, at no cost, 0.20 rights for each share of Common
Stock and Class B Common Stock they owned as of the close of business on January
24, 2000. Each whole right entitled the holder to purchase one share of Common
Stock or Class B Common Stock, as applicable, for a subscription price of $9.43
per share. In addition, pursuant to the terms of the Rights Offering, holders
who exercised their rights in full also had the opportunity to subscribe for
additional shares that were not purchased by other eligible rights holders (the
"over-subscription privilege").
PMM GK Investment LLC purchased shares in the Rights Offering by
exercising subscription rights issued in respect of the shares of Common Stock
and Class B Common Stock owned by Paul M. Montrone and the Montrone family
trusts. (See Item 5(a) for more information regarding the Montrone family
trusts.) As holders of a total of 5,823,000 shares of Common Stock and 3,958,421
shares of Class B Common Stock, Mr. Montrone and the Montrone family trusts
received rights to subscribe for 1,164,604 shares of Common Stock and 791,685
shares of Class B Common Stock. Upon such receipt, 1,951,689 of these rights
were transferred to PMM GK Investment LLC, which exercised all such subscription
rights. In addition, PMM GK Investment LLC purchased an additional 901,042
shares of Common Stock through the exercise of its over- subscription privilege.
PMM GK Investment LLC purchased these shares for a total subscription
price of $26,901,253. PMM GK Investment LLC funded this purchase with $2 million
provided to it by Paul M. Montrone and with the proceeds of the issuance of $25
million of debt securities. See Item 6 for additional information.
Sandra G. Montrone purchased 6,000 shares of Common Stock in the Rights
Offering with personal funds.
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 8 of 12 Pages
This Item 3 is not applicable with respect to Paul M. Meister.
ITEM 4. PURPOSE OF TRANSACTION.
Paul M. Montrone, the Chairman of the Board of the Issuer, and the
Montrone family trusts, owned approximately 47.1% of the outstanding shares of
the Issuer prior to the Rights Offering, which shares represented 80.1% of the
aggregate voting power of the Issuer. PMM GK Investment LLC purchased 2,061,046
shares of Common Stock and 791,685 shares of Class B Common Stock through the
exercise of subscription rights granted to Paul M. Montrone and the Montrone
family trusts in the Rights Offering. PMM GK Investment LLC acquired these
shares because Paul M. Montrone considered such purchases at the subscription
price of $9.43 per share to represent a beneficial investment opportunity.
Sandra G. Montrone purchased 6,000 shares of Common Stock in the Rights Offering
for the same reason that PMM GK Investment LLC purchased shares of the Issuer in
the Rights Offering. Paul M. Meister has not purchased any shares of the Issuer
in the Rights Offering or otherwise.
As described in Item 5(a), Sandra G. Montrone is the trustee of certain
Montrone family trusts and Paul M. Meister is a trustee of one such trust. Due
to the recent formation of a Montrone family trust and a Montrone family limited
partnership, the allocation of certain shares of the Issuer by Paul M. Montrone
to the Montrone family trusts, and a re-allocation of shares of the Issuer among
the Montrone family trusts, the number of shares of the Issuer owned by such
trusts has changed since the filing of the Schedule 13D (file no. 005-56261) by
the Reporting Persons (other than PMM GK Investment LLC) on May 10, 1999.
None of the Reporting Persons, in its capacity as shareholder of the
Issuer, has any plan or proposal with respect to the matters set forth in
paragraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Paul M. Montrone beneficially owns 7,888,646 shares of Common Stock and
4,750,106 shares of Class B Common Stock. PPM GK Investment LLC
beneficially owns 2,061,046 shares of Common Stock and 791,685 shares
of Class B Common Stock. Sandra G. Montrone beneficially owns 4,939,422
shares of Common Stock and 2,300,923 shares of Class B Common Stock.
Paul M. Meister is a co-trustee of the 1996 GRAT (as defined below),
which beneficially owns
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 9 of 12 Pages
1,214,881 shares of Common Stock and 853,247 shares of Class B Common
Stock. By virtue of his position as a co-trustee of the 1996 GRAT, Mr.
Meister may be deemed a beneficial owner of such shares; Mr. Meister,
however, disclaims beneficial ownership of such shares. In addition,
Mr. Meister owns 10,000 shares of Common Stock.
Such shares are owned as follows: (i) 920,578 shares of Common Stock
are held directly by Paul M. Montrone; (ii) 1,657,498 shares of Class B
Common Stock are held directly by Paul M. Montrone; (iii) 36,000 shares
of Common Stock are held directly by Sandra G. Montrone; (iv) 3,600
shares of Common Stock are held by a trust (the "Trust") of which Paul
M. Montrone is the sole trustee and a beneficiary; (v) 1,214,881 shares
of Common Stock and 853,247 shares of Class B Common Stock are held by
a grantor retained annuity trust formed in 1996 (the "1996 GRAT"), of
which Paul M. Montrone is the settlor and annuity beneficiary and
Sandra G. Montrone and Paul M. Meister are co-trustees with shared
investment and voting discretion; (vi) 12,969 shares of Common Stock
and 1,099,661 shares of Class B Common Stock are held by a grantor
retained annuity trust formed in December 1998 (the "1998 GRAT"), of
which Paul M. Montrone is the settlor and annuity beneficiary, and
Sandra G. Montrone and Paul M. Montrone are co-trustees with shared
investment and voting discretion, (vii) 1,188,717 shares of Common
Stock and 834,870 shares of Class B Common Stock are held by a grantor
retained annuity trust formed in March 1999 (the "1999 GRAT"), of which
Paul M. Montrone is the settlor and annuity beneficiary and Sandra G.
Montrone and Paul M. Montrone are co-trustees with shared investment
and voting discretion; (viii) 1,400,163 shares of Common Stock and
599,837 shares of Class B Common Stock are held by Sewall Associates
Family, L.P., a Delaware limited partnership of which Sandra G.
Montrone and Paul M. Montrone are the sole general partners with shared
investment and voting discretion and Paul M. Montrone and a grantor
retained annuity trust formed in January 2000 (of which Paul M.
Montrone is the settlor and annuity beneficiary and Sandra G. Montrone
and Paul M. Montrone are co-trustees with shared investment and voting
discretion) are the limited partners; (ix) 2,061,046 shares of Common
Stock and 791,685 shares of Class B Common Stock are held by PMM GK
Investment LLC; (x) 10,000 shares of Common Stock are held by Paul M.
Meister; and (xi) 15,000 Restricted Units (which may be exchanged for
shares of Common Stock on a one-for-one basis) are held directly by
Paul M. Meister. An additional 120,000 shares of Common Stock are held
by a charitable foundation, of which Paul M. Montrone is a director. By
virtue of his position with the foundation, Paul M. Montrone may be
deemed to be beneficial owner of the shares of Common Stock held by the
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 10 of 12 Pages
foundation. Paul M. Montrone disclaims any beneficial ownership in the
120,000 shares of Common Stock held by the foundation.
(b) Paul M. Montrone has sole voting and dispositive power with respect to
the shares of Common Stock and Class B Common Stock held directly by
him, the shares of Common Stock held by the Trust, and the shares of
Common Stock and Class B Common Stock held by PMM GK Investment LLC.
Paul M. Montrone and Mrs. Montrone share voting and dispositive power
with one another, as co-trustee or general partners, with respect to
the shares held by the 1998 GRAT, the 1999 GRAT and Sewall Associates
Family, L.P. Sandra G. Montrone and Paul M. Meister share voting and
dispositive power with one another, as co-trustees, with respect to the
shares held by the 1996 Trust.
PMM GK Investment LLC has sole voting and dispositive power with
respect to the shares of Common Stock and Class B Common Stock held by
it. Sandra G. Montrone has sole voting and dispositive power with
respect to the shares of Common Stock held directly by her. Paul M.
Meister has sole voting and dispositive power with respect to the
shares of Common Stock held directly by him.
Each share of Common Stock entitles the holder to one vote and each
share of Class B Common Stock entitles the holder to ten votes at each
annual or special meeting of stockholders, in the case of any written
consent of stockholders, and for all other purposes, including the
election of directors of the Issuer. The Common Stock and Class B
Common Stock are substantially identical except for the disparity in
voting power, and the holders of Common Stock and Class B Common Stock
vote as a single class on all matters submitted to a vote of
stockholders except as otherwise provided by law.
Assuming no conversion of any of the outstanding shares of Class B
Common Stock, the shares of stock and for which Paul M. Montrone has or
shares voting power constitutes 81.8% of the aggregate voting power of
the Issuer. Assuming no conversion of any of the outstanding shares of
Class B Common Stock, the shares of stock for which PMM GK Investment
LLC has sole voting power constitutes 14.7% of the aggregate voting
power of the Issuer.
<PAGE>
SCHEDULE 13D
CUSIP 37245X 10 4 Page 11 of 12 Pages
(c) There were no transactions, other than the purchase of Common Stock and
Class B Common Stock described herein, in the class of securities
reported on that were effected during the past sixty days by the
Reporting Persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As described in Item 3, a portion of the subscription price for the
shares of the Issuer purchased by PMM GK Investment LLC in the Rights Offering
was financed through its issuance of $25 million aggregate principal amount of
debt securities to Paul M. Meister and Toufic M. Aboukhater (the "Notes"). The
Notes issued by PMM GK Investment LLC mature on January 31, 2005, may be prepaid
at any time at the option of PMM GK Investment LLC, and pay interest at the rate
of 2% per annum. The repayment amount of the Notes will be based on the return
to PMM GK Investment LLC of its investment in the Common Stock of Issuer and, as
a result, may be greater than the principal amount of the Notes. The Notes are
not secured by the Common Stock or Class B Common Stock held by, or any other
assets of, PMM GK Investment LLC.
Pursuant to a registration rights agreement with the Issuer, Paul M.
Montrone and his affiliates (including the GRATs referred to in item 5) may
request, at any time until April 1, 2004, the registration of their shares of
Common Stock (including shares of Common Stock received upon conversion of any
Class B Common Stock) for sale under the Securities Act of 1933. The Issuer will
be required to accept up to three requests for registration and, in addition, to
include the shares of Paul M. Montrone and his affiliates (including the GRATs
referred to in item 5 and PPM GK Investment LLC) in a proposed registration of
shares of Common Stock under the Securities Act of 1933 in connection with the
sale of shares of Common Stock by the Issuer or any other stockholder of the
Issuer. The Issuer will be responsible to pay the expenses of the registration
of shares of Mr. Montrone and his affiliates (including the GRATs referred to in
item 5 and PPM GK Investment LLC) other than brokerage and underwriting
commissions and taxes relating to the sale of the shares.
<TABLE>
<CAPTION>
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
<S> <C>
Exhibit 1. Joint Filing Agreement, dated March 9, 2000, among the
Reporting Persons.
Exhibit 2. Amended and Restated Limited Liability Company Agreement of
PMM GK Investment LLC, dated as of December 20, 1999, entered
into by Paul M. Montrone, as sole member.
</TABLE>
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 12 of 12 Pages
<TABLE>
<S> <C>
Exhibit 3. Promissory Note Due 2005 of PMM GK Investment LLC.
Exhibit 4. Registration Rights Agreement, dated as of April 14, 1999,
between Paul M. Montrone and The General Chemical Group Inc.,
as assumed by the Issuer with respect to Common Stock.
Incorporated by reference to Exhibit 10.09 of the Amendment
No. 2 to Registration Statement on Form 10 of GenTek Inc.
(File No. 000-14789).
</TABLE>
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.
Dated: March 9, 2000
/s/ Paul M. Montrone
--------------------------------------
Paul M. Montrone
PMM GK INVESTMENT LLC
/s/ Paul M. Montrone
--------------------------------------
By: Paul M. Montrone, as Manager
/s/ Sandra G. Montrone
--------------------------------------
Sandra G. Montrone
/s/ Paul M. Meister
--------------------------------------
Paul M. Meister
<PAGE>
INDEX OF EXHIBITS
1. Joint Filing Agreement, dated March 9, 2000, among the Reporting Persons.
2. Amended and Restated Limited Liability Company Agreement of PMM GK
Investment LLC, dated as of December 20, 1999, entered into by Paul M.
Montrone, as sole member.
3. Promissory Note Due 2005 of PMM GK Investment LLC.
4. Registration Rights Agreement, dated as of April 14, 1999, between Paul
M. Montrone and The General Chemical Group Inc., as assumed by the
Issuer with respect to Common Stock. Incorporated by reference to
Exhibit 10.09 of the Amendment No. 2 to Registration Statement on Form
10 of GenTek Inc. (file no. 000-14789).
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as...................................'SS'
