<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
April 30, 1999
(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 Sections 240.13d-1(3), 240.13d-1(f) or 240.13d- 1(g),
check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
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.
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SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 2 of 10 Pages
(1) Names of Reporting Persons Paul M. Montrone
S.S. or I.R.S. Identification
Nos. of Above Persons
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(2) Check the Appropriate Box (a) [ ]
if a Member of a Group (b) [ ]
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(3) SEC Use Only
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(4) Source of Funds Not Applicable. See Item 4
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(5) Check if Disclosure of Legal
Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
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(6) Citizenship or Place of
Organization U.S.A.
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Number of Shares (7) Sole Voting Power 2,228,919
Beneficially Owned -----------------------------------------------------
by Each Reporting (8) Shared Voting Power 4,000,000
Person With -----------------------------------------------------
(9) Sole Dispositive Power 2,228,919
-----------------------------------------------------
(10) Shared Dispositive Power 4,000,000
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 9,811,421
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(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ X ]
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(13) Percent of Class Represented
by Amount in Row 11 47.3%(See Item 5(b))
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(14) Type of Reporting Person IN
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SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 3 of 10 Pages
(1) Names of Reporting Persons Sandra G. Montrone
S.S. or I.R.S. Identification
Nos. of Above Persons
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(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 1,538,481
Beneficially Owned -----------------------------------------------------
by Each Reporting (8) Shared Voting Power 6,044,021
Person With -----------------------------------------------------
(9) Sole Dispositive Power 1,538,481
-----------------------------------------------------
(10) Shared Dispositive Power 6,044,021
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 7,582,502
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(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ X ]
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(13) Percent of Class Represented
by Amount in Row 11 36.6% (See Item 5(b))
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(14) Type of Reporting Person IN
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SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 4 of 10 Pages
(1) Names of Reporting Persons Paul M. Meister
S.S. or I.R.S. Identification
Nos. of Above Persons
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(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 17,500
Beneficially Owned -----------------------------------------------------
By Each Reporting (8) Shared Voting Power 2,044,021
Person With -----------------------------------------------------
(9) Sole Dispositive Power 17,500
-----------------------------------------------------
(10) Shared Dispositive Power 2,044,021
--------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 2,061,521
--------------------------------------------------------------------------------
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain Shares [ X ]
--------------------------------------------------------------------------------
(13) Percent of Class Represented
by Amount in Row 11 10% (See Item 5(b))
--------------------------------------------------------------------------------
(14) Type of Reporting Person IN
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 5 of 10 Pages
ITEM 1.
(a) NAME OF ISSUER
GenTek Inc. (the "Issuer")
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
Liberty Lane
Hampton, New Hampshire 03842
(c) TITLE OF CLASS OF SECURITIES
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"). As described in Item 5(b) below, 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 Paul M. Montrone, Sandra G. Montrone
and, as co-trustee of the 1996 GRAT (as defined in item 5(a)), Paul M. Meister.
(b) The Reporting Persons' business address is c/o GenTek Inc. Liberty Lane,
Hampton, New Hampshire 03842.
(c) Paul M. Montrone is the Chairman of the Board and Chief Executive Officer of
Fisher Scientific International Inc. Mr. Montrone is also the Chairman of the
Board of the Issuer and The General Chemical Group Inc. Sandra G. Montrone is
the wife of Mr. Montrone. Paul M. Meister is the Vice Chairman of the Board and
the Executive Vice President and Chief Financial Officer of Fisher Scientific
Inc. Mr. Meister is also the Vice Chairman of the Board of the Issuer and The
General Chemical Group Inc.
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SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 6 of 10 Pages
(d) During the last five years, none of the Reporting Persons has been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) None.
(f) The citizenship of each Reporting Person is the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Not applicable (see Item 4).
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons received shares of the Issuer pursuant
to the Spinoff (as defined below) of the Issuer, as described in this Item 4.
On April 30, 1999, The General Chemical Group Inc. ("General
Chemical Group") separated its manufacturing and performance products segments
(the "GenTek Business") from its industrial chemicals segment (the "Industrial
Chemicals Business") through a spinoff (the "Spinoff"). General Chemical Group
has accomplished the Spinoff by transferring the GenTek Business to its
subsidiary, the Issuer, and distributing the Common Stock of the Issuer to
General Chemical Group shareholders on a pro rata basis. The distribution of the
Issuer's Common Stock and Class B Common Stock was made on the basis of a
distribution ratio of one share of the Issuer's Common Stock for each share of
Common Stock of General Chemical Group and one share of the Issuer's Class B
Common Stock for each share of Class B Common Stock of General Chemical Group
held as of the close of business on April 16, 1999, the Record Date of the
Spinoff. As a result of the distribution of the shares of the Issuer in
connection with the Spinoff, the Reporting Persons received one share of Common
Stock of the Issuer for every share of Common Stock of General Chemical Group,
and one share of Class B Common Stock of the Issuer for every share of Class B
Common Stock of General Chemical Group, they owned as of April 16, 1999. The
distribution of the shares of the Issuer in connection with the Spinoff took
place after the close of business on April 30, 1999.
Pursuant to a registration rights agreement with the Issuer,
Mr. Montrone and Mrs. Montrone and their affiliates (including the GRATs
mentioned in item 5) may request, at any time until April 1, 2004, the
registration of their shares of Common Stock of GenTek (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 Mr.
Montrone and Mrs. Montrone and their affiliates (including the GRATs mentioned
in item 5) 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 Mrs. Montrone and their affiliates (including
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 7 of 10 Pages
the GRATs mentioned in item 5), other than brokerage and underwriting
commissions and taxes relating to the sale of the shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr. Montrone beneficially owns 9,811,421 shares of Common Stock. Mrs.
Montrone beneficially owns 7,582,502 shares of Common Stock. Mr. Meister is a
co-trustee of the 1996 GRAT (as defined below) which beneficially owns 2,044,021
shares of Common Stock. By virture of his position as a co-trustee of the 1996
GRAT, Mr. Meister may be deemed to be beneficial owner of such shares; Mr.
Meister, however, disclaims beneficial ownership of such shares. In addition,
Mr. Meister beneficially owns 17,500 shares of Common Stock.
Such shares are owned as follows: (i) 894,812 shares of Class B Common Stock are
held directly by Mr. Montrone; (ii) 1,331,107 shares of Common Stock are held
directly by Mr. Montrone; (iii) 30,000 shares of Common Stock are held directly
by Mrs. Montrone; (iv) 3,000 shares of Common Stock are held by a trust (the
"Trust") of which Mr. Montrone is the sole trustee and a beneficiary; (v)
1,214,881 shares of Common Stock and 829,140 shares of Class B Common Stock are
held by a grantor retained annuity trust formed in 1996 (the "1996 GRAT"), of
which Mr. Montrone is the settlor and annuity beneficiary. Mrs. Montrone and Mr.
Meister are co-trustees of the 1996 GRAT with shared investment and voting
discretion; (vi) 896,578 shares of Common Stock and 611,903 shares of Class B
Common Stock are held by a grantor retained annuity trust formed in February
1998 (the "February 1998 GRAT"), of which Mr. Montrone is the settlor and
annuity beneficiary. Mrs. Montrone is the February 1998 GRAT's sole trustee with
investment and voting discretion; (vii) 1,188,717 shares of Common Stock and
811,283 shares of Class B Common Stock are held by a grantor retained annuity
trust formed in December 1998 (the "December 1998 GRAT"), of which Mr. Montrone
is the settlor and annuity beneficiary. Mr. Montrone and Mrs. Montrone are
co-trustees of the December 1998 GRAT; (viii) 1,188,717 shares of Common Stock
and 811,283 shares of Class B Common Stock are held by a grantor retained
annuity trust formed in March 1999 (the "1999 GRAT"), of which Mr. Montrone is
the settlor and annuity beneficiary. Mr. Montrone and Mrs. Montrone are
co-trustees f the 1999 GRAT; (ix) 10,000 shares of Common Stock are held
directly by Mr. Meister; and (x) Mr. Meister holds 4,500 vested Restricted
Units and 3,000 Restricted Units which will vest on May 15, 1999. Such
Restricted Units may be exchanged for shares of Common Stock on a one-for-one
basis.
An additional 100,000 shares of Common Stock are held by a charitable
foundation, of which Mr. Montrone is a director and Mrs. Montrone is a director
and officer. By virtue of their positions with the foundation, Mr. Montrone and
Mrs. Montrone may be deemed to be beneficial owners of the shares of Common
Stock held by the foundation. Mr. Montrone and Mrs. Montrone disclaim any
beneficial ownership in the 100,000 shares of Common Stock held by the
foundation.
(b) Mr. Montrone has sole voting and dispositive power with respect to 894,812
shares of Class B Common Stock held directly by him, 1,331,107 shares of Common
Stock held directly by him and 3,000 shares of Common Stock held by the Trust.
Mrs. Montrone has sole voting and dispositive power with respect to 30,000
shares of Common
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 8 of 10 Pages
Stock held by her directly and 896,578 shares of Common Stock and 611,903 shares
of Class B Common Stock held by the February 1998 GRAT.
Mr. Montrone and Mrs. Montrone share voting and dispositive power with one
another, as co-trustees, with respect to shares held by the December 1998 GRAT
and the 1999 GRAT, each such GRAT holding 1,188,717 shares of Common Stock and
811,283 shares of Class B Common Stock. Mr. Meister and Mrs. Montrone share
voting and dispositive power with one another, as co-trustees, with respect to
shares held by the 1996 GRAT, such GRAT holding 1,214,881 shares of Common Stock
and 829,140 shares of Class B Common Stock.
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
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 5,853,000 shares of Common Stock
and the 3,958,421 shares of Class B Common Stock for which Mr. Montrone has or
shares voting power constitutes 80.6% of the aggregate voting power of the
Issuer; the 8,472,314 shares of Common Stock and the 3,958,421 shares of Class B
Common Stock for which Mrs. Montrone has or shares voting power constitutes
62.4% of the aggregate voting power of the Issuer; and the 2,044,021 shares of
Class B Common Stock for which Mr. Montrone shares voting power constitutes
32.2% of the aggregate voting power of the Issuer.
(c) There were no transactions in the class of securities reported on that were
effected during the past sixty days by the Reporting Persons (see Item 4).
(d) No other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the securities
beneficially owned by the Reporting Persons.
ITEM 6.
Pursuant to a registration rights agreement with the Issuer,
Mr. Montrone and Mrs. Montrone and their 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 of GenTek (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 Mr.
Montrone and Mrs. Montrone and their affiliates (including the GRATs referred to
in item
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 9 of 10 Pages
5) 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 Mrs. Montrone and
their affiliates, (including the GRATs referred to in item 5) other than
brokerage and underwriting commissions and taxes relating to the sale of the
shares.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
Exhibit 1. Joint Filing Agreement, dated as of May 10, 1999, among the Filing
Persons.
Exhibit 2. List of Persons Filing Schedule 13D Pursuant to Rule 13d-1(a) under
the Act.
Exhibit 3. 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 of the Issuer.
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: May 10, 1999
PAUL M. MONTRONE
/s/ Paul M. Montrone
____________________________________
SANDRA G. MONTRONE
/s/ Sandra G. Montrone
____________________________________
<PAGE>
SCHEDULE 13D
CUSIP No. 37245X 10 4 Page 10 of 10 Pages
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: May 10, 1999
PAUL M. MEISTER,
as co-trustee of the 1996 GRAT
/s/ Paul M. Meister
_______________________________
<PAGE>
INDEX OF EXHIBITS
1. Joint Filing Agreement, dated as of May 7, 1999, among the Filing Persons.
2. List of Persons Filing Schedule 13D Pursuant to Rule 13d-1(a) under the
Act.
3. 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 of the Issuer. Incorporated by reference to Exhibit
10.09 of the Amendment No. 2 to Registration Statement on Form 10 of GenTek
Inc. (file no. 001-14789).
