SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
GTS Duratek, Inc.
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
36237J107
(CUSIP Number)
Daniel D'Aniello
The Carlyle Group
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington D. C. 2004
(202) 347-2626
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 1998
(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 Rule 13d-1(b) (3) or (4), check the following box[ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of less than five percent of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*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.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose 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).
Exhibit Index is on Page 27
Page 1 of 49 Pages
<PAGE>
________________________________________________________________________________
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Carlyle Partners II, L.P.
IRS # 51-10357731
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [x ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
AF
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of (7) Sole Voting Power 0 Shares
Shares Bene- _____________________________________________________
ficially (8) Shared Voting Power 7,850,930 Shares(1)
Owned by _____________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person _____________________________________________________
With (10) Shared Dispositive Power 3,635,293 Shares
(See Item 5(a))
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,850,930 Shares(1)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
41.8%(2)
________________________________________________________________________________
(14) Type of Reporting Person
PN
___________________________
(1) Represents the 900,167 shares currently beneficially owned by the Reporting
Person together with: (i) the 2,215,800 shares receivable upon conversion
of 66,474 shares of Convertible Preferred Stock; (ii) the 519,326
newly-issued shares receivable from the Issuer upon exercise of certain
options; and (iii) shares deemed beneficially owned pursuant to the
Agreements Among Partnerships entered into among the Reporting Persons.
(See Items 4, 5 and 7).
(2) Percentages calculated based on 18,766,565 shares which is calculated as
described in the footnotes to item 5(a)
Page 2 of 49 Pages
<PAGE>
________________________________________________________________________________
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Carlyle Partners III, L.P.
IRS # 51-0369721
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [x ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
AF
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuan
to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of (7) Sole Voting Power 0 Shares
Shares Bene- _____________________________________________________
ficially (8) Shared Voting Power 7,850,930 Shares(1)
Owned by _____________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person _____________________________________________________
With (10) Shared Dispositive Power 261,779 Shares
(See Item 5(a))
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,850,930 Shares(1)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
41.8%(2)
________________________________________________________________________________
(14) Type of Reporting Person
PN
___________________________
(1) Represents the 64,817 shares currently beneficially owned by the Reporting
Person together with: (i) the 159,567 shares receivable upon conversion of
4,787 shares of Convertible Preferred Stock; (ii) the 37,395 newly-issued
shares receivable from the Issuer upon exercise of certain options; and
(iii) shares deemed beneficially owned pursuant to the Agreements Among
Partnerships entered into among the Reporting Persons. (See Items 4, 5 and
7).
(2) Percentages calculated based on 18,766,565 shares which is calculated as
described in the footnotes to item 5(a).
Page 3 of 49 Pages
<PAGE>
________________________________________________________________________________
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Carlyle International Partners II, L.P.
IRS # N/A
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [x ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
AF
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Cayman Islands
________________________________________________________________________________
Number of (7) Sole Voting Power 0 Shares
Shares Bene- _____________________________________________________
ficially (8) Shared Voting Power 2,391,331 Shares(1)
Owned by _____________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person _____________________________________________________
With (10) Shared Dispositive Power 2,391,331 Shares(1)
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
2,391,331 Shares(1)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
12.7%(2)
________________________________________________________________________________
(14) Type of Reporting Person
PN
___________________________
(1) Represents the 592,143 shares currently beneficially owned by the Reporting
Person together with: (i) the 1,457,567 shares receivable upon conversion
of 43,727 shares of Convertible Preferred Stock; and (ii) the 341,621
newly-issued shares receivable from the Issuer upon exercise of certain
options. (See Items 4, 5 and 7).
(2) Percentages calculated based on 18,766,565 shares which is calculated as
described in the footnotes to item 5(a).
Page 4 of 49 Pages
<PAGE>
________________________________________________________________________________
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Carlyle International Partners III, L.P.
IRS # N/A
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [x ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
AF
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Cayman Islands
________________________________________________________________________________
Number of (7) Sole Voting Power 0 Shares
Shares Bene- _____________________________________________________
ficially (8) Shared Voting Power 304,982 Shares(1)
Owned by _____________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person _____________________________________________________
With (10) Shared Dispositive Power 304,982 Shares(1)
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
304,982 Shares(1)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
1.6%(2)
________________________________________________________________________________
(14) Type of Reporting Person
PN
___________________________
(1) Represents the 75,515 shares currently beneficially owned by the Reporting
Person together with: (i) the 185,900 shares receivable upon conversion of
5,577 shares of Convertible Preferred Stock; and (ii) the 43,567
newly-issued shares receivable from the Issuer upon exercise of certain
options. (See Items 4, 5 and 7).
(2) Percentages calculated based on 18,766,565 shares which is calculated as
described in the footnotes to Item 5(a).
Page 5 of 49 Pages
<PAGE>
________________________________________________________________________________
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
C/S International Partners
IRS # N/A
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [x ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
AF
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Cayman Islands
________________________________________________________________________________
Number of (7) Sole Voting Power 0 Shares
Shares Bene- _____________________________________________________
ficially (8) Shared Voting Power 1,087,245 Shares(1)
Owned by _____________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person _____________________________________________________
With (10) Shared Dispositive Power 1,087,245 Shares(1)
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,087,245 Shares(1)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
5.8%(2)
________________________________________________________________________________
(14) Type of Reporting Person
PN
___________________________
(1) Represents the 269,224 shares currently beneficially owned by the Reporting
Person together with: (i) the 662,700 shares receivable upon conversion of
19,881 shares of Convertible Preferred Stock; and (ii) the 155,321
newly-issued shares receivable from the Issuer upon exercise of certain
options. (See Items 4, 5 and 7).
(2) Percentages calculated based on 18,766,565 shares which is calculated as
described in the footnotes to Item 5(a).
Page 6 of 49 Pages
<PAGE>
________________________________________________________________________________
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Carlyle-GTSD Partners, L.P.1
IRS # 52-1909589
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [x ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
N/A
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of (7) Sole Voting Power 0 Shares
Shares Bene- _____________________________________________________
ficially (8) Shared Voting Power 0 Shares
Owned by _____________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person _____________________________________________________
With (10) Shared Dispositive Pow 0 Shares
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
0 Shares(1)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
0.0%
________________________________________________________________________________
(14) Type of Reporting Person
PN
___________________________
(1) Amended to reflect the distribution of securities by Carlyle-GTSD Partners,
L.P. ("CP-GTSD") to its partners upon the dissolution of CP-GTSD. The
limited partners elected to dissolve CP-GTSD on January 24, 1998 in
accordance with the terms of the partnership agreement and a distribution
in kind of the securities of the Issuer (as defined herein) was made to the
partners of CP-GTSD on January 28, 1998. Most of the partners of CP-GTSD
are not affiliates of the Reporting Persons (as defined herein).
Page 7 of 49 Pages
<PAGE>
________________________________________________________________________________
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Carlyle-GTSD Partners II, L.P.
IRS # 52-1911051
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [x ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
N/A
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuan
to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of (7) Sole Voting Power 0 Shares
Shares Bene- _____________________________________________________
ficially (8) Shared Voting Power 170,300 Shares(1)
Owned by _____________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person _____________________________________________________
With (10) Shared Dispositive Power 170,300 Shares(1)
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
170,300 Shares(1)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
0.9%(2)
________________________________________________________________________________
(14) Type of Reporting Person
PN
___________________________
(1) Represents the 42,171 shares currently beneficially owned by the Reporting
Person together with: (i) 103,800 shares receivable upon conversion of
3,114 shares of Convertible Preferred Stock; and (ii) 24,329 newly-issued
shares receivable from the Issuer upon exercise of certain options. (See
Items 4, 5, and 7).
(2) Percentages calculated based on 18,766,565 shares which number is
calculated as described in the footnotes to Item 5(a).
Page 8 of 49 Pages
<PAGE>
________________________________________________________________________________
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
T.C. Group, L.L.C. (d/b/a The Carlyle Group)
IRS # 54-1686957
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [x ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
AF
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of (7) Sole Voting Power 0 Shares
Shares Bene- _____________________________________________________
ficially (8) Shared Voting Power 7,854,539 Shares(1)
Owned by _____________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person _____________________________________________________
With (10) Shared Dispositive Power 7,854,539 Shares(1)
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,854,539 Shares(1)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
41.9%(2)
________________________________________________________________________________
(14) Type of Reporting Person
00 (Limited Liability Company)
___________________________
(1) Represents (a) in connection with the dissolution of Carlyle-GTSD Partners,
L.P. and the distribution to the Reporting Person as general partner of
that limited partnership: (i) the 885 shares currently beneficically owned
by the Reporting Person, (ii) the 2,200 shares receivable by the Reporting
Person upon conversion of 66 shares of Convertible Preferred Stock, and
(iii) the 524 newly-issued shares receivable by the Reporting Person from
the Issuer upon the exercise of certain options; together with (b) the
1,944,037 shares currently beneficially owned by the Reporting Person as
general partner of the Partnerships, (ii) the 4,785,334 shares receivable
by the Partnerships upon conversion of 143,569 shares of Convertible
Preferred Stock, and (iii) the 1,121,559 newly-issued shares receivable by
the Partnerships from the Issuer upon exercise of certain options. (See
Items 4, 5 and 7).
(2) Percentages calculated based on 18,766,565 shares which is calculated as
described in the footnotes to Item 5(a).
Page 9 of 49 Pages
<PAGE>
________________________________________________________________________________
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
TCG Holdings, L.L.C.
IRS # 54-1686011
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [x ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
AF
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of (7) Sole Voting Po 0 Shares
Shares Bene- _____________________________________________________
ficially (8) Share 7,854,539 Shares(1)
Owned by _____________________________________________________
Each Report- (9) Sole Dispositiv 0 Shares
ing Person _____________________________________________________
With (10) Shared 7,854,539 Shares(1)
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
7,854,539 Shares(1)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
41.9%(2)
________________________________________________________________________________
(14) Type of Reporting Person
00 (Limited Liability Company)
___________________________
(1) Represents the 1,944,922 shares currently beneficially owned by the
Reporting Person as the controlling member of T.C. Group, L.L.C., the
general partner of the Partnerships ("TC Group") together with: (i) the
4,787,534 shares receivable by the Partnerships or by TC Group upon
conversion of 143,635 shares of Convertible Preferred Stock; and (ii) the
1,122,083 newly-issued shares receivable by the Partnerships or by TC Group
from the Issuer upon exercise of certain options. (See Items 4, 5 and 7).
(2) Percentages calculated based on 18,766,565 shares which is calculated as
described in the footnotes to Item 5(a).
Page 10 of 49 Pages
<PAGE>
________________________________________________________________________________
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
CP II Investment Holdings, L.L.C.(1)
IRS # 52-2033497
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [x ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
AF
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuan
to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of (7) Sole Voting Power 0 Shares
Shares Bene- _____________________________________________________
ficially (8) Shared Voting Power 58,241 Shares(2)
Owned by _____________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person _____________________________________________________
With (10) Shared Dispositive Power 58,241 Shares(2)
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
58,241 Shares(2)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
0.3%(3)
________________________________________________________________________________
(14) Type of Reporting Person
00 (Limited Liability Company)
___________________________
(1) The Reporting Person is a limited partner of Carlyle-GTSD Partners, L.P.
and received the securities of the Issuer in connection with the
dissolution of that partnership. The Reporting Person is controlled by CP
II Holdings, L.L.C., an affiliate of TCG Holdings, L.L.C.
(2) Represents the 14,173 shares currently beneficially owned by the Reporting
Person together with: (i) the 35,700 shares receivable upon conversion of
1,071 shares of Convertible Preferred Stock; and (ii) the 8,368
newly-issued shares receivable from the Issuer upon exercise of certain
options. (See Items 4, 5 and 7).
(3) Percentages calculated based on 18,766,565 shares which is calculated as
described in the footnotes to item 5(a).
Page 11 of 49 Pages
<PAGE>
________________________________________________________________________________
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
CP II Holdings, L.L.C.(1)
IRS # 52-2033495
________________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group
(a) [x ]
(b) [ ]
________________________________________________________________________________
(3) SEC Use Only
________________________________________________________________________________
(4) Source of Funds
AF
________________________________________________________________________________
(5) Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [ ]
________________________________________________________________________________
(6) Citizenship or Place of Organization
Delaware
________________________________________________________________________________
Number of (7) Sole Voting Power 0 Shares
Shares Bene- _____________________________________________________
ficially (8) Shared Voting Power 58,241 Shares(2)
Owned by _____________________________________________________
Each Report- (9) Sole Dispositive Power 0 Shares
ing Person _____________________________________________________
With (10) Shared Dispositive Power 58,241 Shares(2)
________________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
58,241 Shares(2)
________________________________________________________________________________
(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
________________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11)
0.3%(3)
________________________________________________________________________________
(14) Type of Reporting Person
00 (Limited Liability Company)
___________________________
(1) The Reporting Person owns the controlling interest in CP II Investment
Holdings, L.L.C. and is an affiliate of TCG Holdings, L.L.C.
(2) Represents the 14,173 shares currently beneficially owned by the Reporting
Person as the controlling member of CP II Investment together with: (i) the
35,700 shares receivable by CP II Investment upon conversion of 1,071
shares of Convertible Preferred Stock; and (ii) the 8,368 newly-issued
shares receivable by CP II Investment from the Issuer upon exercise of
certain options. (See Items 4, 5 and 7).
(3) Percentages calculated based on 18,766,565 shares which is calculated as
described in the footnotes to Item 5(a).
Page 12 of 49 Pages
<PAGE>
This Amendment No. 2 (this "Amendment") amends and supplements the
Statement on Schedule 13D dated January 24, 1995, as amended and supplemented by
Amendment No. 1 dated December 22, 1995, (as amended, the "Schedule") filed by
the Reporting Persons in relation to the Common Stock of the Issuer (as such
terms are defined below). This Amendment is the first electronic Amendment to
the Schedule.
The purpose of this Amendment is to reflect the distribution of securities
by Carlyle-GTSD Partners, L.P. ("CP-GTSD") to its partners upon the dissolution
of CP-GTSD. On January 24, 1998, the limited partners of CP-GTSD elected to
dissolve CP-GTSD in accordance with the terms of the agreement of limited
partnership of CP-GTSD (the "Limited Partnership Agreement"), and TC Group (as
defined below), as the General Partner of CP-GTSD, has undertaken to wind up the
affairs of CP-GTSD. In connection therewith, TC Group caused a distribution in
kind of most of the assets of CP-GTSD, consisting of securities of the Issuer,
in accordance with the terms of the Limited Partnership Agreement and has caused
a pro rata distribution of all of the securities of the Issuer owned by CP-GTSD
to the partners of CP-GTSD, two of whom (TC Group and CP II Investment Holdings,
L.L.C.) are themselves Reporting Persons. The other partners of CP-GTSD are not
affiliates of any of the Reporting Persons. The Reporting Persons have not
otherwise disposed of or acquired any additional securities of the Issuer. This
Amendment also reflects certain reallocations among the Reporting Persons made
since the filing of Amendment No. 1 to the Schedule, which reallocations do not
affect the aggregate ownership by the Reporting Persons in the securities of the
Issuer.
Item 1. Security and Issuer
The title of the class of equity securities to which this Schedule relates
is the common stock, par value $0.01 per share (the "Common Stock"), of GTS
Duratek, Inc., a Delaware corporation (the "Issuer"). The address of the
principal executive offices of the Issuer is 10100 Old Columbia Road, Columbia,
MD 21406.
Item 2. Identity and Background
(a) - (c), (f) The names of the persons filing this Schedule are: (i)
Carlyle Partners II, L.P., a Delaware limited partnership ("CP II"); (ii)
Carlyle Partners III, L.P., a Delaware limited partnership ("CP III"); (iii)
Carlyle International Partners II, L.P., a Cayman Islands exempted limited
partnership ("CIP II"); (iv) Carlyle International Partners III, L.P., a Cayman
Islands exempted limited partnership "CIP III"); (v) C/S International
Partners, a Cayman Islands partnership ("C/S"); (vi) Carlyle-GTSD Partners,
L.P., a Delaware limited partnership ("CP-GTSD"); (vii) Carlyle-GTSD Partners
II, L.P., a Delaware limited partnership ("CP-GTSD II"; and collectively with CP
II, CP III, CIP II, CIP III, C/S, and CP-GTSD, referred to herein as the
"Partnerships"); (viii) TC Group, L.L.C., a Delaware limited liability company,
doing business as The Carlyle Group ("TC Group"); (ix) TCG Holdings, L.L.C., a
Delaware limited liability company ("TCG"); (x) CP II Investment Holdings,
L.L.C., a Delaware limited liability company ("CP II Investment"); and (xi) CP
II Holdings, L.L.C., a Delaware limited liability company ("CP II Holdings"; and
collectively with the Partnerships, TC Group, TCG, and CP II Investment referred
to herein as the "Reporting Persons").
Page 13 of 49 Pages
<PAGE>
TC Group is the sole general partner of CP II, CP III, CP-GTSD and CP-GTSD
II. TC Group is the managing general partner and Carlyle Investment
Administration Limited, a Cayman Islands exempted company "CIA"), is the
administrative general partner of CIP II and CIP III. TC Group is the managing
general partner and Soros Capital Offshore Partners LDC, a Cayman Islands
limited duration company ("SCOP"), is a co-general partner of C/S.
TCG is a member of TC Group and holds a controlling interest in TC Group.
CP II Holdings is a member of CP II Investment and holds a controlling interest
in CP II Investment. The members of TCG and of CP II Holdings and the executive
officers of TC Group and of CP II Holdings are David M. Rubenstein, William E.
Conway, Jr., Daniel A. D'Aniello, Richard G. Darman, James A. Baker III, Frank
C. Carlucci III, David Dupree, and Alan M. Holt (collectively, the "TCG
Principals"). Each TCG Principal is a citizen and resident of the United States.
The principal business of CP II, CP III, CIP II, CIP III, and C/S is to
acquire control investments in connection with, among other situations,
management buyouts, restructurings, bankruptcies and to make strategic
investments in private and public companies. The principal business of CP-GTSD
and CP-GTSD II is to invest in the securities of the Issuer. The principal
business of TC Group, TCG, SCOP, CP II Investment, and CP II Holdings is
merchant banking. The principal business of CIA is partnership administration.
The principal business address of TC Group, TCG, CP-GTSD, and CP-GTSD II,
is c/o The Carlyle Group, 1001 Pennsylvania Avenue N.W., Suite 220 South,
Washington D.C. 20004. The principal business address of CP II, CP III, CP II
Investment, and CP II Holdings is Delaware Trust Building, 900 Market Street,
Suite 200, Wilmington, Delaware 19801. The principal business address of CIP II,
CIP III and C/S is Coutts & Co., P.O. Box 707, Grand Cayman Islands, British
West Indies. The principal business address of CIA is c/o Maples and Calder,
P.O. Box 309, George Town, Grand Cayman, Cayman Islands, British West Indies.
The principal business address of SCOP is c/o Curacao Company NV, Grand Cayman,
British West Indies.
(d) and (e). During the last five years, none of the Reporting Persons has
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
CP II Investment is one of the limited partners and TC Group is the sole
General Partner of CP-GTSD. On January 24, 1998, the limited partners of CP-GTSD
elected to dissolve CP-GTSD in accordance with the terms of the Limited
Partnership Agreement and TC Group, as the General Partner, has undertaken to
wind up the affairs of CP-GTSD. In connection therewith, on January 28, 1998, TC
Group caused a distribution in kind of most of the assets of CP-GTSD, consisting
of the securities of the Issuer, in accordance with the terms of the Limited
Partnership Agreement and has caused a pro rata distribution of all of the
securities of the Issuer owned by CP-GTSD to the partners of CP-GTSD, two of
whom (TC Group and CP II Investment) are themselves Reporting Persons. The other
partners of CP-GTSD are not affiliates of any of the Reporting Persons. The
Reporting Persons have not otherwise disposed of or acquired any additional
securities of the Issuer.
Page 14 of 49 Pages
<PAGE>
No consideration has been paid by the partners of CP-GTSD or by any other
person in connection with the distribution of the securities of the Issuer by
CP-GTSD.
Item 4. Purpose of Transaction.
The distribution described in the response to Item 3 was occasioned by the
dissolution of CP-GTSD. The Reporting Persons as a group have not otherwise
disposed of or acquired any additional securities of the Issuer. Before the
distribution described in Item 3, CP II Investment was not a beneficial owner of
any of the securities of the Issuer.
Each Reporting Person may, subject to the continuing evaluation of the
factors discussed herein, acquire from time to time additional shares of the
Common Stock or other securities of the Issuer in the open market or in
privately negotiated transactions, by exchange offer or otherwise. Depending on
the factors discussed herein, each Reporting Person may, from time to time,
retain or sell all or a portion of its holdings of the shares of the Common
Stock in the open market or in privately negotiated transactions. Any actions
that any Reporting Person might undertake will be dependent upon such Reporting
Person's review of numerous factors, including, among other things, the
availability of shares of the Common Stock for purchase and the price levels of
such shares; general market and economic conditions; ongoing evaluation of the
Issuer's business operations, prospects and its need for capital; the relative
attractiveness of alternative business and investment opportunities; the actions
and views of the management and the Board of Directors of the Issuer (the
"Board"); and other future developments.
Pursuant to the Amended and Restated Agreement Among Partnerships (CP II)
dated as of November 6, 1995 (the "CP II Agreement Among Partnerships"), by and
among the Partnerships, the Partnerships agreed that CP II shall be entitled to
designate as nominees for election to the Issuer's Board all but one of the
directors that the Partnerships are entitled to elect as holders of the Issuer's
voting stock and the Partnerships further agreed to elect such persons to the
Issuer's Board. Pursuant to the Agreement Among Partnerships (CP III) dated as
of November 6, 1995 (the "CP III Agreement Among Partnerships"; and together
with the CP II Agreement Among Partnerships referred to herein as the
"Agreements Among Partnerships"), by and among the Partnerships, the
Partnerships agreed that CP III shall be entitled to designate one nominee for
election to the Issuer's Board and the Partnerships further agreed to elect such
nominee to the Issuer's Board. The rights to nominate persons to the Board
pursuant to the CP II Agreement Among Partnerships and the CP III Agreement
Among Partnerships shall continue until such time as the Partnerships
collectively beneficially own shares of the Issuer's voting stock representing
less than 20% of the votes entitled to be cast for members of the Board.
Although the foregoing reflects activities presently contemplated by each
Reporting Person with respect to the Issuer, the foregoing is subject to change
at any time.
Page 15 of 49 Pages
<PAGE>
Other than as described above, the Reporting Persons have no present plans
or proposals which relate to or would result in: (a) the acquisition by any
person of additional securities of the Issuer, or the disposition of securities
of the Issuer; (b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or any of
its subsidiaries; (d) any change in the present Board or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board; (e) any material
change in the present capitalization or dividend policy of the Issuer; (f) any
other material change in the Issuer's business or corporate structure; (g)
changes in the Issuer's certificate of incorporation or bylaws or other actions
which may impede the acquisition of control of the Issuer by any persons; (h)
causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) a class of
equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, as amended; or (j) any action similar to any of those enumerated above.
[remainder of page intentionally left blank]
Page 16 of 49 Pages
<PAGE>
Item 5. Interest in Securities of the Issuer
(a) Shares of Common Stock Beneficially Owned by the Reporting Persons
<TABLE>
- ----------------------------------------------------------------------------------------------------------------
<CAPTION>
Right to
Common
Stock
Upon
Conversion Right to
of Purchase Common
Convertible Stock from the Total
Common Preferred Issuer Beneficial
Stock Stock Ownership
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CP II(1) 900,167 2,215,800 519,326 3,635,293
- ---------------------------------------------------------------------------------------------------------------
CP III 64,817 159,567 37,395 261,779
- ---------------------------------------------------------------------------------------------------------------
CIP II 592,143 1,457,567 341,621 2,391,331
- ---------------------------------------------------------------------------------------------------------------
CIP III 75,515 185,900 43,567 304,982
- ---------------------------------------------------------------------------------------------------------------
C/S 269,224 662,700 155,321 1,087,245
- ---------------------------------------------------------------------------------------------------------------
CP-GTSD 0 0 0 0
- ---------------------------------------------------------------------------------------------------------------
CP-GTSD II 42,171 103,800 24,329 170,300
- ---------------------------------------------------------------------------------------------------------------
Partnerships 1,944,037 4,785,334 1,121,559 7,850,930
- ---------------------------------------------------------------------------------------------------------------
TC Group 1,944,922 4,787,534 1,122,083 7,854,539
- ---------------------------------------------------------------------------------------------------------------
TCG 1,944,922 4,787,534 1,122,083 7,854,539
- ---------------------------------------------------------------------------------------------------------------
CP II Investment 14,173 35,700 8,368 58,241
- ---------------------------------------------------------------------------------------------------------------
CP II Holdings 14,173 35,700 8,368 58,241
===============================================================================================================
Reporting Persons 1,959,095 4,823,234 1,130,451 7,912,780
===============================================================================================================
</TABLE>
- ------------
(1) See Item 5(b) for a discussion of CP II's and CP III's beneficial ownership
as a party to the Agreements Among Partnerships.
Page 17 of 49 Pages
<PAGE>
5(a) (continued) Approximate Percentage of Common Stock of the Issuer
Beneficially Owned(1)
<TABLE>
- -----------------------------------------------------------------------------------------------------------------
<CAPTION>
Right to
Common
Stock
Upon
Conversion Right to
of Purchase Common
Convertible Stock from the Total
Common Preferred Issuer Beneficial
Stock Stock Ownership
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
CP II2 4.8% 11.8% 2.8% 19.4%
- -----------------------------------------------------------------------------------------------------------------
CP III 0.3% 0.9% 0.2% 1.4%
- -----------------------------------------------------------------------------------------------------------------
CIP II 3.2% 7.8% 1.8% 12.7%
- -----------------------------------------------------------------------------------------------------------------
CIP III 0.4% 1.0% 0.2% 1.6%
- -----------------------------------------------------------------------------------------------------------------
C/S 1.4% 3.5% 0.8% 5.8%
- -----------------------------------------------------------------------------------------------------------------
CP-GTSD 0% 0% 0% 0%
- -----------------------------------------------------------------------------------------------------------------
CP-GTSD II 0.2% 0.6% 0.1% 0.9%
- -----------------------------------------------------------------------------------------------------------------
Partnerships 10.4% 25.5% 6.0% 41.8 %
- -----------------------------------------------------------------------------------------------------------------
TC Group 10.4% 25.5% 6.0% 41.9 %
- -----------------------------------------------------------------------------------------------------------------
TCG 10.4% 25.5% 6.0% 41.9 %
- -----------------------------------------------------------------------------------------------------------------
CP II Investment 0.1% 0.2% 0.0% 0.3%
=================================================================================================================
CP II Holdings 0.1% 0.2% 0.0% 0.3%
=================================================================================================================
Reporting Persons 10.4% 25.7% 6.0% 42.2%
=================================================================================================================
</TABLE>
- ------------
(1) All percentages calculated based on 18,766,565 shares which equal the total
shares of Common Stock reported as presently issued and outstanding on the
Issuer's latest Form 10-Q plus shares of Common Stock that will be issued
upon conversion of shares of Convertible Preferred Stock of the Issuer that
are beneficially owned or deemed to be beneficially owned by the Reporting
Persons in the aggregate and the aggregate number of shares of Common Stock
that will be issued upon the exercise of options to purchase Common Stock
from the Issuer that are held by the Reporting Persons and are currently
exercisable.
(2) See Item 5(b) for a discussion of CP II's beneficial ownership as a party
to the Agreements Among Partnerships.
Page 18 of 49 Pages
<PAGE>
(b) CP II is currently the beneficial owner of 900,167 shares of Common
Stock and 66,474 shares of 8% Cumulative Convertible Redeemable Preferred Stock
of the Issuer, par value $0.01 per share (the "Convertible Preferred Stock")
(which convert into 2,215,800 shares of Common Stock). CP II is deemed to be the
beneficial owner of 519,326 shares of Common Stock as the holder of a currently
exercisable option to purchase that amount of shares of Common Stock from the
Issuer. CP II shares the power to vote and to dispose of all of such shares,
totaling 3,635,293, (i) with TC Group, in TC Group's capacity as CP II's sole
general partner; and (ii) with CP III pursuant to the CP III Agreement Among
Partnerships (described in Items 4 and 6). Pursuant to the CP II Agreement Among
Partnerships (described in Items 4 and 6), CP II has shared power to vote the
4,215,637 shares of Common Stock that are beneficially owned by the other
Partnerships; CP II shares this power to vote with TC Group in TC Group's
capacity as CP II's sole general partner.
CP III is currently the beneficial owner of 64,817 shares of Common Stock
and 4,787 shares of Convertible Preferred Stock (which convert into 159,567
shares of Common Stock). CP III is deemed to be the beneficial owner of 37,395
shares of Common Stock as the holder of a currently exercisable option to
purchase that amount of shares of Common Stock from the Issuer. CP III shares
the power to vote and to dispose of all of such shares, totaling 261,779, (i)
with TC Group, in TC Group's capacity as CP III's sole general partner; and (ii)
with CP II pursuant to the CP II Agreement Among Partnerships. Pursuant to the
CP III Agreement Among Partnerships, CP III has shared power to vote the
7,589,151 shares that are beneficially owned by the other Partnerships; CP III
shares this power to vote with TC Group in TC Group's capacity as CP III's sole
general partner.
CIP II is currently the beneficial owner of 592,143 shares of Common Stock
and 43,727 shares of Convertible Preferred Stock (which convert into 1,457,567
shares of Common Stock). CIP II is deemed to be the beneficial owner of 341,621
shares as the holder of a currently exercisable option to purchase that amount
of shares of Common Stock from the Issuer. CIP II shares the power to vote and
the power to dispose of all of such shares, totaling 2,391,331, with TC Group in
TC Group's capacity as CIP II's managing general partner. Pursuant to the
Agreements Among Partnerships, CIP II also shares the power to vote such shares
with CP II and CP III.
CIP III is currently the beneficial owner of 75,515 shares of Common Stock
and 5,577 shares of Convertible Preferred Stock (which convert into 185,900
shares of Common Stock). CIP III is deemed to be the beneficial owner of 43,567
shares as the holder of a currently exercisable option to purchase that amount
of shares of Common Stock from the Issuer. CIP III shares the power to vote and
the power to dispose of all of such shares, totaling 304,982, with TC Group in
TC Group's capacity as CIP III's managing general partner. Pursuant to the
Agreements Among Partnerships, CIP III also shares the power to vote such shares
with CP II and CP III.
C/S is currently the beneficial owner of 269,224 shares of Common Stock and
19,881 shares of Convertible Preferred Stock (which convert into 662,700 shares
of Common Stock). C/S is deemed to be the beneficial owner of 155,321 shares as
the holder of a currently exercisable option to purchase such amount of shares
of Common Stock from the Issuer. C/S shares the power to vote and the power to
dispose of all of such shares, totaling 1,087,245, with TC Group in TC Group's
capacity as C/S's managing general partner. Pursuant to the Agreements Among
Partnerships, C/S also shares the right to vote such shares with CP II and CP
III.
Page 19 of 49 Pages
<PAGE>
CP-GTSD is currently the beneficial owner of no shares of Common Stock and
is deemed to be the beneficial owner of no shares of Common Stock. Immediately
before the distribution to its partners described in Item 3 above, CP-GTSD was
the beneficial owner of 90,277 shares of Common Stock and 6,667 shares of
Convertible Preferred Stock (which convert into 222,233 shares of Common Stock).
CP-GTSD was deemed to be the beneficial owner of 52,083 shares of Common Stock
as the holder of a currently exercisable option to purchase such amount of
shares of Common Stock from the Issuer. CP-GTSD shared the power to vote and the
power to dispose of all of such shares, totaling 364,593, with TC Group in TC
Group's capacity as CP-GTSD's sole general partner. Pursuant to the Agreements
Among Partnerships, CP-GTSD shared the right to vote such shares with CP II and
CP III. CP-GTSD does not beneficially own any shares of Common Stock as a result
of the distribution in connection with the dissolution of CP-GTSD.
CP-GTSD II is currently the beneficial owner of 42,171 shares of Common
Stock and 3,114 shares of Convertible Preferred Stock (which convert into
103,800 shares of Common Stock). CP-GTSD II is deemed to be the beneficial owner
of 24,329 shares of Common Stock as the holder of a currently exercisable option
to purchase that amount of shares of Common Stock shares from the Issuer.
CP-GTSD II shares the power to vote and and the power to dispose of all of such
shares, totaling 170,300, with TC Group in TC Group's capcity as CP-GTSD II's
sole general partner. Pursuant to the Agreements Among Partnerships, CP-GTSD II
shares the right to vote such shares with CP II and CP III.
TC Group is currently the beneficial owner of 885 shares of Common Stock
and 66 shares of Convertible Preferred Stock (which convert into 2,200 shares of
Common Stock.) TC Group is deemed to be the beneficial owner of 524 shares of
Common Stock as the holder of a currently exercisable option to purchase that
amount of shares of Common Stock from the Issuer. TC Group is deemed to be the
beneficial owner of 1,944,037 shares of Common Stock and 143,560 shares of
Convertible Preferred Stock (which convert into 4,785,334 shares of Common
Stock) as the sole general partner of CP II, CP III, CP-GTSD, CP-GTSD II and the
managing general partner of CIP II, CIP III and C/S. In the same capacities, TC
Group is deemed to be the beneficial owner of 1,121,559 shares of Common Stock
as the holder of options to purchase that amount of shares of Common Stock from
the Issuer. TC Group is deemed to share voting and disposal rights of all such
shares, totaling 7,854,539, in its capacities as the sole general partner of CP
II, CP III, CP-GTSD, CP-GTSD II and the managing general partner of CIP II, CIP
III and C/S. TCG, as a member holding a controlling interest in TC Group, is
deemed to share all rights herein described as belonging to TC Group.
CP II Investment is currently the beneficial owner of 14,173 shares of
Common Stock and 1,071 shares of Convertible Preferred Stock (which convert into
35,700 shares of Common Stock). CP II Investment is deemed to be the beneficial
owner of 8,368 shares of Common Stock as the holder of a currently exercisable
option to purchase that amount of shares of Common Stock from the Issuer. CP II
Investment is a limited partner of CP-GTSD and received the securities of the
Issuer in connection with the dissolution of that partnership. CP II Holdings,
as a member holding a controlling interest in CP II Investment, is deemed to
share all rights herein described as belonging to CP II Investment.
Page 20 of 49 Pages
<PAGE>
The Reporting Persons are the beneficial owners of a total of 1,959,095
shares of Common Stock and 144,697 shares of Convertible Preferred Stock (which
convert into 4,823,234 shares of Common Stock). The Reporting Persons are deemed
to be the beneficial owners of 1,130,451 shares of Common Stock as the holders
of options to purchase that amount of shares of Common Stock shares from the
Issuer. In the aggregate, the Reporting Persons have voting rights and disposal
rights in a total of 7,912,780 shares of Common Stock of the Issuer.
CIA does not have the power to vote or the power to dispose of the Issuer's
Common Stock under the partnership agreements of CIP II or CIP III. SCOP does
not have the power to vote or the power to dispose of the Issuer's Common Stock
under the partnership agreement of C/S. Therefore, CIA and SCOP are not deemed
beneficial owners of any of the securities of the Issuer held by the Reporting
Persons.
(c) On January 24, 1998, the limited partners of CP-GTSD elected to
dissolve CP-GTSD in accordance with the terms of the Limited Partnership
Agreement, and TC Group, as the General Partner, has undertaken to wind up the
affairs of CP-GTSD. In connection therewith, TC Group has caused a distribution
in kind of most of the assets of CP-GTSD, consisting of securities of the
Issuer, in accordance with the terms of the Limited Partnership Agreement and
has caused a pro rata distribution of all of the securities of the Issuer owned
by CP-GTSD to the partners of CP-GTSD in accordance with the terms of the
partnership agreement. On January 28, 1998, TC Group distributed to the partners
of CP-GTSD, two of whom (TC Group and CP II Investment) are themselves Reporting
Persons. The other partners of CP-GTSD are not affiliates of any of the
Reporting Persons. The Reporting Persons have not otherwise disposed of or
acquired any additional securities of the Issuer.
This Amendment also reflects certain reallocations among the Reporting
Persons, but such reallocations do not affect the aggregate ownership by the
Reporting Persons in the securities of the Issuer.
(d) No person other than the Reporting Persons is known to the Reporting
Persons to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock of
the Issuer owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contacts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
CP II, CIP II, CIP III, C/S, CP-GTSD, and CP-GTSD II (collectively, the
"Purchasers"), National Patent Development Corporation ("NPD"), and the Issuer
are parties to that certain Stockholders Agreement dated January 24, 1995 (the
"Stockholders Agreement"). Pursuant to the Stockholders Agreement, among other
terms and conditions, (i) the Issuer granted to the Purchasers an option to
purchase 1,250,000 newly issued shares of Common Stock from the Company at any
Page 21 of 49 Pages
<PAGE>
time on or before January 24, 1999, at a price of $3.75 per share; and (ii) the
holders of the majority of the Convertible Preferred Stock were given the right
to elect a majority of the Issuer's Board until such time as the Purchasers
cease to be the beneficial owners of the Issuer's Common Stock having 20% or
more of the votes that may be cast in annual or special meetings of the
stockholders of the Issuer. In connection with the dissolution of CP-GTSD, the
parties to the Stockholders Agreement amended the Stockholders Agreement by
executing a written Amendment to Stockholders Agreement dated as of January 28,
1998 (the "Amendment to Stockholders Agreement"). The Amendment to Stockholders
Agreement decreases the number of newly issued shares that the Purchasers have
an option to purchase from the Issuer by the amount of 8,368 reflecting the pro
rata distribution of the options to the partners of CP-GTSD. Additionally, the
Issuer entered into agreements with each of the partners of CP-GTSD, including
TC Group and CP II Investment in order to confirm the right of each partner of
CP-GTSD to exercise its pro rata right to acquire the newly issued shares of the
Issuer in connection with the option initially allocated to CP-GTSD.
Pursuant to the CP II Agreement Among Partnerships, the Partnerships agreed
that: (i) CP II shall be entitled to designate as nominees for election to the
Issuer's Board all but one of the directors that the Partnerships are entitled
to elect as holders of the Issuer's voting stock; (ii) the Partnerships will
elect the nominees designated by CP II to the Issuer's Board; and (iii) in the
event that any Partnership fails or refuses to elect its shares of voting stock,
CP II shall have an irrevocable proxy to vote such shares. Pursuant to the CP
III Agreement Among Partnerships, the Partnerships agreed that: (i) CP III shall
be entitled to designate one nominee for election to the Issuer's Board; (ii)
the Partnerships will elect the nominee designated by CP III to the Issuer's
Board; and (iii) in the event that any Partnership fails or refuses to elect its
shares of voting stock, CP III shall have an irrevocable proxy to vote such
shares.
Pursuant to the CP II Agreement Among Partnerships, the Partnerships, other
than CP II, also agreed to assign to CP II the power to exercise their demand
registration rights under that certain Registration Rights Agreement dated
January 24, 1995, by and among the Partnerships (other than CP III), NPD and the
Issuer (the "Registration Rights Agreement"), but to share all registration
rights pursuant to the Registration Rights Agreement pro rata among the
Partnerships.
Item 7. Material to be filed as Exhibits.
Exhibit 1. Joint Filing Agreement by and among CP II, CP III, CIP II,
CIP III, C/S, CP-GTSD, CP GTSD II, TC Group, TCG, CP II
Investment, and CP II Holdings dated as of January 28, 1998.
Exhibit 2. Amendment to Stockholders Agreement by and among CP II,
CIP II, CIP III, C/S, CP-GTSD, CP-GTSD II, the Issuer
and NPD dated as of January 28, 1998.
Exhibit 3. Stock Option Agreement by and between the Issuer and CP II
Investment Holdings, L.L.C., dated as of January 28, 1998.
Exhibit 4 Stock Option Agreement by and between the Issuer and TC
Group, L.L.C., dated as of January 28, 1998.
Page 22 of 49 Pages
<PAGE>
Exhibit 5. Stockholders Agreement by and among CP II, CIP II, CIP III,
C/S, CP-GTSD, CP-GTSD II, the Issuer and NPD dated as of
January 24, 1995. (Filed as Exhibit 2 to Amendment No. 1
to the Schedule and incorporated herein by reference).
Exhibit 6. Amended and Restated Agreement Among Partnerships (CP II)
by and among CP II, CP III, CIP II, CIP III, C/S, CP-GTSD
and CP-GTSD II dated as of November 6, 1995. (Filed as
Exhibit 5 to Amendment No. 1 to the Schedule and incorporated
herein by reference).
Exhibit 7. Agreement Among Partnerships (CP III) by and among CP II,
CP III, CIP II, CIP III, C/S, CP-GTSD and CP-GTSD II dated
as of November 6, 1995. (Filed as Exhibit 6 to Amendment
No. 1 to the Schedule and incorporated herein by reference).
Exhibit 8. Registration Rights Agreement by and among CP-II, CIP-II,
CIP-III, C/S, CP-GTSD, CP-GTSD II, the Issuer and NPD
dated as of January 24, 1995. (Filed as Exhibit 4 to the
Schedule and incorporated herein by reference).
Page 23 of 49 Pages
<PAGE>
Signature
After reasonable inquiry and to the best of the knowledge of the undersigned on
pages 25 and 26 hereof, such undersigned certify that the information set forth
in this statement is true, complete and correct.
February 4, 1998
Date
Page 24 of 49 Pages
<PAGE>
IN WITNESS WHEREOF, the Reporting Persons have caused this Amendment No. 2
to Statement on Schedule 13D to be executed as of the date first above written.
CARLYLE PARTNERS II, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/ Daniel A. D'Aniello
-------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
CARLYLE PARTNERS III, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/Daniel A. D'Aniello
------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
CARLYLE INTERNATIONAL PARTNERS
II, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/ Daniel A. D'Aniello
-------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
CARLYLE INTERNATIONAL PARTNERS
III, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/Daniel A. D'Aniello
------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
C/S INTERNATIONAL PARTNERS
By: TC Group, L.L.C., a General Partner
By: /s/Daniel A. D'Aniello
------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
Page 25 of 49 Pages
<PAGE>
CARLYLE-GTSD PARTNERS, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/Daniel A. D'Aniello
------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
CARLYLE-GTSD PARTNERS II, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/Daniel A. D'Aniello
------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
TC GROUP, L.L.C.
By: /s/Daniel A. D'Aniello
------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
TCG HOLDINGS, L.L.C.
By: /s/Daniel A. D'Aniello
-------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
CP II INVESTMENT HOLDINGS, L.L.C.
By: /s/Daniel A. D'Aniello
------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
CP II HOLDINGS, L.L.C.
By: /s/Daniel A. D'Aniello
-----------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
Page 26 of 49 Pages
<PAGE>
Index to Exhibits
-----------------
Page
Exhibit 1. Joint Filing Agreement by and among CP II, 28
CP III, CIP II, CIP III, C/S, CP-GTSD,
CP GTSD II, TC Group, TCG, CP II Investment, and
CP II Holdings dated January 30,1998.
Exhibit 2. Amendment to Stockholders Agreement by and among 31
CP II, CIP II, CIP III, C/S, CP-GTSD, CP GTSD II,
the Issuer and NPD dated as of January 28, 1998.
Exhibit 3. Stock Option Agreement by and between the Issuer 34
and CP II Investment, dated as of January 28, 1998.
Exhibit 4. Stock Option Agreement by and between the Issuer 42
and TC Group, dated as of January 28, 1998.
Page 27 of 49 Pages
<PAGE>
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) promulgated under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to the joint filing with
all other Reporting Persons (as such term is defined in the Schedule 13D
referred to below) on behalf of each of them of a statement on Schedule 13D
(including amendments thereto) with respect to the common stock, par value $0.01
per share, of GTS Duratek, Inc., a Delaware corporation, and that this Agreement
may be included as an Exhibit to such joint filing. This Agreement may be
executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the 28th day of January, 1998.
CARLYLE PARTNERS II, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/Daniel A. D'Aniello
---------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
CARLYLE PARTNERS III, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/Daniel A. D'Aniello
---------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
CARLYLE INTERNATIONAL PARTNERS
II, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/Daniel A. D'Aniello
---------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
Page 28 of 49 Pages
<PAGE>
CARLYLE INTERNATIONAL PARTNERS
III, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/Daniel A. D'Aniello
----------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
C/S INTERNATIONAL PARTNERS
By: TC Group, L.L.C., a General Partner
By: /s/Daniel A. D'Aniello
-----------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
CARLYLE-GTSD PARTNERS, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/Daniel A.D'Aniello
---------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
CARLYLE-GTSD PARTNERS II, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/ Daniel A. D'Aniello
------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
TC GROUP, L.L.C.
By: /s/Daniel A. D'Aniello
-----------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
Page 29 of 49 Pages
<PAGE>
TCG HOLDINGS, L.L.C.
By: /s/ Daniel A. D'Aniello
------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
CP II INVESTMENT HOLDINGS, L.L.C.
By: /s/Daniel A. D'Aniello
----------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
CP II HOLDINGS, L.L.C.
By: /s/Daniel A. D'Aniello
----------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
Page 30 of 49 Pages
<PAGE>
EXHIBIT 2
AMENDMENT TO STOCKHOLDERS AGREEMENT
THIS AMENDMENT TO STOCKHOLDERS' AGREEMENT (this "Amendment"), dated as of
January 28, 1998, is entered into by and among GTS Duratek, Inc., a Delaware
corporation (the "Company"), Carlyle Partners II, L.P., a Delaware limited
partnership ("CP II"), Carlyle International Partners II, L.P., a Cayman Islands
exempted limited partnership ("CIP II"), Carlyle International Partners III,
L.P., a Cayman Islands exempted limited partnership ("CIP III"), C/S
International Partners, a Cayman Islands partnership ("C/S"), Carlyle-GTSD
Partners, L.P., a Delaware limited partnership ("C-GP"), and Carlyle-GTSD
Partners II, L.P., a Delaware limited partnership ("C-GP II"; and together with
CP II, CIP II, CIP III, C/S and C-GP, collectively, "Carlyle"), and National
Patent Development Corporation, a Delaware corporation ("NPD").
RECITALS
WHEREAS, the Company, Carlyle and NPD are all of the parties to that
certain Stockholders Agreement (the "Agreement") dated as of January 24, 1995;
WHEREAS, the limited partners of C-GP have elected to dissolve C-GP in
accordance with the terms of the partnership agreement and, accordingly, the
general partner of C-GP has undertaken to wind up the affairs of C-GP;
WHEREAS, in connection with the winding up of the affairs of C-GP, its
general partner has caused a distribution in kind of most of the assets of the
C-GP in accordance with the terms of the partnership agreement and in connection
therewith has caused a pro rata distribution of the portion of the Company
Option held by C-GP to the partners of C-GP;
WHEREAS, the parties hereto desire to amend the Agreement in order to
reflect the dissolution of C-GP and the pro rata distribution of the portion of
the Company Option held by C-GP to the partners of C-GP;
NOW, THEREFORE, in consideration of the premises and the respective mutual
agreements herein contained, the parties hereby agree as follows:
1. Definitions. All capitalized terms used in this Amendment but not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.
2. Company Option. Section 2.1 of the Agreement is hereby amended by
deleting the number "One Million Two Hundred Fifty Thousand (1,250,000)" and
inserting in its place "One Million One Hundred Ninety Seven Thousand Nine
Hundred Fourteen (1,197,914)". The portion of the Company Option held by C-GP
has been distributed on a pro rata basis to the partners of C-GP and such
partners are parties to option agreements with the Company and the Company
acknowledges and consents to such distribution.
Page 31 of 49 Pages
<PAGE>
3. Status of C-GP. Upon the completion of the winding up of the affairs of
C-GP and the termination of its existence, C-GP will no longer be a party to the
Stockholders Agreement.
4. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall be deemed one and the same instrument.
5. Other Provisions. All other provisions of the Agreement shall remain in
full force and effect.
Page 32 of 49 Pages
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Amendment or have
caused their duly authorized agents to execute this Amendment as of the year and
date first above written.
GTS DURATEK, INC.
By: /s/ Robert F. Shawver(SEAL)
------------------------------------
Name: Robert F. Shawver
Title: Executive Vice President and Chief
Financial Officer
CARLYLE PARTNERS II, L.P.
CARLYLE INTERNATIONAL PARTNERS II, L.P.
CARLYLE INTERNATIONAL PARTNERS III, L.P.
C/S INTERNATIONAL PARTNERS
CARLYLE-GTSD PARTNERS, L.P.
CARLYLE-GTSD PARTNERS II, L.P.
By: TC Group, L.L.C., its General Partner
By: /s/ Daniel A. D'Aniello(SEAL)
---------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
NATIONAL PATENT DEVELOPMENT
CORPORATION
By: /s/Scott N. Greenberg(SEAL)
----------------------------------
Name: Scott N. Greenberg
Title: Vice President, Chief Financial Officer
Page 33 of 49 Pages
<PAGE>
EXHIBIT 3
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as
of the 28th day of January, 1998, by and among GTS Duratek, Inc., a Delaware
corporation (the "Company"), T.C. Group, L.L.C., a Delaware limited liability
company ("T.C. Group"), and the individual or entity set forth on the signature
page hereto as the Optionee (the "Optionee").
RECITALS
WHEREAS, T.C. Group is the general partner of Carlyle-GTSD Partners, L.P.,
a Delaware limited partnership ("C-GP"), and Optionee is one of the partners of
C-GP;
WHEREAS, the Company, C-GP, certain affiliates of The Carlyle Group
(collectively "Carlyle") and National Patent Development Corporation, a Delaware
corporation ("NPD"), are all parties to that certain Stockholders Agreement (the
"Stockholders Agreement") dated as of January 24, 1995, pursuant to which the
Company granted to C-GP and Carlyle an option (the "Company Option") to purchase
up to a total of 1,250,000 shares of the Company's common stock, par value $0.01
per share (the "Common Stock");
WHEREAS, the Company Option was subdivided among Carlyle and C-GP and, as a
result, an option (the "Partnership Option") to purchase up to 52,086 shares of
Common Stock was allocated to C-GP;
WHEREAS, the limited partners of C-GP have elected to dissolve C-GP in
accordance with the terms of the partnership agreement and, accordingly, T.C.
Group, as the general partner, has undertaken to wind up the affairs of C-GP;
WHEREAS, in connection with the winding up of the affairs of C-GP, T.C.
Group has caused a distribution in kind of most of the assets of C-GP in
accordance with the terms of the partnership agreement and in connection
therewith has caused a pro rata distribution of the Partnership Option to the
partners of C-GP in accordance with the terms of the partnership agreement;
WHEREAS, the Company has agreed to enter into this Agreement with the
Optionee and to enter into substantially identical option agreements with each
of the other partners of C-GP for the sole purpose of confirming the pro rata
distribution of the Partnership Option to the partners of C-GP and to evidence
the rights of the partners with respect to their pro rata share of the
Partnership Option, and no additional consideration was provided by the Optionee
hereunder;
WHEREAS, T.C. Group has agreed to be a party to such option agreements in
order to acknowledge the pro rata distribution of the Partnership Option to the
partners of C-GP and to agree to provide notice to the Optionee as set forth in
Section 3(b) below;
Page 34 of 49 Pages
<PAGE>
WHEREAS, the Company, C-GP and Carlyle have entered into an agreement
amending the Stockholders Agreement in order to reflect the dissolution of the
Partnership and the pro rata distribution of the Partnership Option to the
partners of C-GP;
NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Option. In connection with the dissolution of C-GP and the pro rata
distribution of the Partnership Option to its partners, the Company hereby
acknowledges and agrees to the right of the Optionee to purchase from the
Company up to the number of shares (the "Option Shares") of Common Stock as set
forth on the signature page hereto. The option contemplated hereby (the
"Option") may be exercised in whole, but not in part, after the date hereof and
up to and including January 24, 1999, but only in accordance with the provisions
set forth in Section 3 hereof. The Company will reserve a sufficient number of
authorized shares of Common Stock to issue and sell to the Optionee to satisfy
the terms of this Agreement.
2. Option Price. The purchase price per share at which the Option may be
exercised (the "Option Price") is Three Dollars and Seventy-Five Cents ($3.75)
and the total purchase price shall be the product of the Option Price and the
number of Option Shares. If the Company at any time subdivides (by any stock
split, stock dividend, recapitalization or otherwise) its outstanding shares of
Common Stock into a greater number of shares, the Option Price in effect
immediately prior to such subdivision will be proportionately reduced, and if
the Company at any time combines (by reverse stock split or otherwise) its
outstanding shares of Common Stock into a smaller number of shares, the Option
Price in effect immediately prior to such combination will be proportionately
increased.
3. Exercise of the Option. The Option may be exercised only in accordance
with the following provisions:
(a) The Optionee shall have the right to exercise the Option in whole, but
not in part, at any time from April 6, 1998 to April 10, 1998 inclusive (the
"Effective Period") by delivering the written notice in the form of Exhibit A
attached hereto (the "Option Notice") to the Company stating the Optionee's
desire to exercise the Option, which notice shall be effective only if received
by the Company on or before April 10, 1998, in accordance with the notice
provisions set forth below.
(b) If the Optionee does not exercise the Option in accordance with the
immediately preceding subsection, then the Option will automatically be deemed
to have been exercised in full at the time that Carlyle first exercises the
balance of the Company Option pursuant to the terms of the Stockholders
Agreement (the "Carlyle Exercise"). T.C. Group will deliver, or cause one of its
affiliates to deliver, to the Optionee, if the Optionee has not previously
exercised the Option, a copy of the written notice (the "Company Option Notice")
that it will be delivering to the Company in connection with the Carlyle
Exercise. In the event that the Option is automatically exercised pursuant to
this Section 3(b), the Optionee shall also be deemed to have elected the Net
Exercise Right (as defined below) to pay the exercise price of the Option and
upon the issuance of the shares of Common Stock by the Company to the Optionee,
this Agreement shall terminate without further action by any party. Carlyle
shall have the right in its sole and absolute discretion to determine the timing
of the Carlyle Exercise and shall have no liability to the Optionee or to any
other party with respect to such decision.
Page 35 of 49 Pages
<PAGE>
(c) In the case of Section 3(a), the date of exercise of the Option shall
be deemed to be the date that the Company received the Option Notice with this
Agreement attached during the Effective Period or shall be deemed to be the
first day of the Effective Period if received by the Company before the
Effective Period and, in the case of Section 3(b), the date of exercise of the
Option shall be deemed to be the date that the Company received the Company
Option Notice.
(d) The Optionee may not exercise the Option at any other time other than
the times specified in this Section 3.
4. Closing. The closing (the "Option Closing") for the Option shall occur
at the Company's principal office, or at such other place as the Company shall
specify to the Optionee after the receipt by the Company of the Option Notice or
the Company Option Notice, as the case may be, no later than the fifth business
day after the Company's receipt of such notice.
5. Payment of Option Price. (a) At the Option Closing, the Optionee shall
pay to the Company by wire transfer of same day available funds or by certified
check or bank draft payable to the order of the Company, an amount in cash (the
"Cash Payment") equal to the Option Price multiplied by the number of Option
Shares, and the Company shall deliver to the Optionee a certificate or
certificates representing the Option Shares, together with such instruments of
conveyance and transfer as shall be effective to vest in the Optionee title to
the shares. Alternatively, the Optionee shall pay the exercise price for the
Option by means of the Net Exercise Right as defined in Section 5(b) below.
(b) The Company has agreed, in accordance with the terms hereof, to accept
payment for the exercise of the Option by the delivery of the appropriate number
of Option Shares having a fair market value equal to the aggregate exercise
price for the Option. The ability of the Optionee to pay the exercise price
through the delivery of Option Shares shall be referred to herein as the "Net
Exercise Right". Upon exercise of the Net Exercise Right, the Company shall
deliver to the Optionee (without payment by the Optionee of any cash or other
consideration) that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the value of the Option at the time the Option is
exercised (determined by subtracting the aggregate exercise price in effect
immediately prior to the exercise of the Option from the aggregate fair market
value of the Option Shares immediately prior to the exercise of the Option) by
(y) the fair market value of one share of Common Stock immediately prior to the
exercise of the Option. The fair market value of a share of Common Stock is
determined as follows:
Page 36 of 49 Pages
<PAGE>
(i) If the Common Stock is listed on a national securities exchange or admitted
to unlisted trading privileges on such exchange or listed for trading on
the Nasdaq National Market System, the fair market value shall be the last
reported sale price of the Common Stock on such exchange or system on the
last business day prior to the date of exercise of the Option or if no such
sale is made on such day, the average closing bid and asked prices for such
day on such exchange or system;
(ii) If the Common Stock is not so listed or admitted to unlisted trading
privileges, the fair market value shall be the mean of the last reported
bid and asked prices reported by the National Quotation Bureau, Inc. on the
last business day prior to the date of the exercise of the Option; or
(iii)If the Common Stock is not so listed or admitted to unlisted trading
privileges and bid and asked prices are not so reported, the fair market
value shall be an amount determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.
The Net Exercise Right may be exercised by the Optionee by the surrender of
this Agreement at the principal office of the Company together with the Option
Notice specifying that the Optionee intends to exercise the Net Exercise Right.
6. Additional Documents. Each party hereto agrees to execute and deliver
such documents and take such further actions as may be necessary or desirable to
effect the purposes and objectives of this Agreement.
7. Amendment and Waiver. This Agreement may not be amended or modified
except by a written instrument signed by the parties hereto. The waiver by any
party of such party's rights under this Agreement in any particular instance or
instances, whether intentional or otherwise, shall not be considered as a
continuing waiver which would prevent subsequent enforcement of such rights or
of any other rights.
8. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if sent by recognized
overnight delivery service, return receipt requested, to the following parties
at the following addresses or to such other parties and at such other addresses
as shall be specified by like notice:
Page 37 of 49 Pages
<PAGE>
(a) If to the Company:
GTS Duratek, Inc.
10100 Old Columbia Road
Columbia, Maryland 21046
Attention: Mr. Robert F. Shawver
Executive Vice President
and Chief Financial Officer
(b) If to T.C. Group:
TC Group, L.L.C.
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington, D.C. 20004
Attention: Mr. Daniel A. D'Aniello
Managing Director
(c) If to the Optionee, at the address set forth below on
the signature page hereof.
Notice so given shall be deemed to be given and received on the second business
day after sending by recognized overnight delivery service, return receipt
requested.
9. Entire Agreement. This Agreement and those documents expressly referred
to herein constitute the entire agreement and understanding among the parties
with respect to the Option and supersede all other prior agreements and
undertakings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof.
10. Severability. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable under any applicable law, then such
contravention or invalidity shall not invalidate the entire Agreement. Such
provision shall be deemed to be modified to the extent necessary to render it
legal, valid and enforceable, and if no such modification shall render it legal,
valid and enforceable, then this Agreement shall be construed as if not
containing the provision held to be invalid, and the rights and obligations of
the parties shall be construed and enforced accordingly.
11. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the parties hereto, their heirs, administrators, executors,
successors and assigns.
12. Headings. The headings of the Sections and paragraphs of this Agreement
have been inserted for convenience or reference only and do not constitute a
part of this Agreement.
Page 38 of 49 Pages
<PAGE>
13. Choice of Law. The parties agree that this Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware, excluding
any laws thereof which would direct application of law of another jurisdiction.
14. Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, with the same
effect as if each party had signed the same document. All such counterparts
shall be deemed an original, shall be construed together and shall constitute
one and the same instrument.
15. Gender and Number. When the context requires, the gender of all words
used herein shall include the masculine, feminine and neuter and the number of
all words shall include the singular and plural.
16. Defined Terms. All capitalized terms used herein and not otherwise
defined in this Agreement shall have the meaning given to such term in the
Stockholders Agreement.
17. Recitals. The Recitals are hereby incorporated by reference herein as
if fully set forth herein.
Page 39 of 49 Pages
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement or have
caused their duly authorized agents to execute this Agreement as of the year and
date first above written.
GTS DURATEK, INC.
By: /s/ Robert F. Shawver(SEAL)
------------------------------------
Name: Robert F. Shawver
Title: Executive Vice President and Chief
Financial Officer
TC GROUP, L.L.C.
By: /s/ Daniel A. D'Aniello(SEAL)
-----------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
OPTIONEE:
CP II INVESTMENT HOLDINGS, L.L.C.
By: /s/ Daniel A. D'Aniello(SEAL)
-----------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
Number of Option Shares: 8,368.00
Page 40 of 49 Pages
<PAGE>
EXHIBIT A
NOTICE OF EXERCISE
GTS Duratek, Inc. Date: ___________________
10100 Old Columbia Road
Columbia, Maryland 21046
Attention: Robert F. Shawver, Executive Vice President
and Chief Financial Officer
The undersigned hereby exercises the Option in full to purchase shares of
Common Stock of GTS Duratek, Inc. pursuant to the terms of the Stock Option
Agreement dated January 28, 1998.
Choose One of the Following:
|_| The undersigned makes payment of $__________________ in
cash, in payment of the exercise price thereof. The
exercise price shall be shall be payable in United States
dollars by wire transfer of same day available funds or by
certified check or bank raft payable to the order of
GTS Duratek, Inc.
|_| The undersigned wishes to exercise the Net Exercise Right
in lieu of making a cash payment for the exercise price thereof.
Name of Optionee:__________________________
Signature:_________________________________
The undersigned will receive from the transfer agent of the Corporation a
single certificate for the number of shares purchased pursuant to this Notice of
Exercise registered as follows:
Name: _________________________________________________
(Please typewrite or print in block letters)
Address: _________________________________________________
_________________________________________________
THE STOCK OPTION AGREEMENT MUST BE ATTACHED TO THIS NOTICE OF EXERCISE AT THE
TIME IT IS FURNISHED TO THE COMPANY.
Page 41 of 49 Pages
<PAGE>
EXHIBIT 4
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is made and entered into as
of the 28th day of January, 1998, by and among GTS Duratek, Inc., a Delaware
corporation (the "Company"), T.C. Group, L.L.C., a Delaware limited liability
company ("T.C. Group"), and the individual or entity set forth on the signature
page hereto as the Optionee (the "Optionee").
RECITALS
WHEREAS, T.C. Group is the general partner of Carlyle-GTSD Partners, L.P.,
a Delaware limited partnership ("C-GP"), and Optionee is one of the partners of
C-GP;
WHEREAS, the Company, C-GP, certain affiliates of The Carlyle Group
(collectively "Carlyle") and National Patent Development Corporation, a Delaware
corporation ("NPD"), are all parties to that certain Stockholders Agreement (the
"Stockholders Agreement") dated as of January 24, 1995, pursuant to which the
Company granted to C-GP and Carlyle an option (the "Company Option") to purchase
up to a total of 1,250,000 shares of the Company's common stock, par value $0.01
per share (the "Common Stock");
WHEREAS, the Company Option was subdivided among Carlyle and C-GP and, as a
result, an option (the "Partnership Option") to purchase up to 52,086 shares of
Common Stock was allocated to C-GP;
WHEREAS, the limited partners of C-GP have elected to dissolve C-GP in
accordance with the terms of the partnership agreement and, accordingly, T.C.
Group, as the general partner, has undertaken to wind up the affairs of C-GP;
WHEREAS, in connection with the winding up of the affairs of C-GP, T.C.
Group has caused a distribution in kind of most of the assets of C-GP in
accordance with the terms of the partnership agreement and in connection
therewith has caused a pro rata distribution of the Partnership Option to the
partners of C-GP in accordance with the terms of the partnership agreement;
WHEREAS, the Company has agreed to enter into this Agreement with the
Optionee and to enter into substantially identical option agreements with each
of the other partners of C-GP for the sole purpose of confirming the pro rata
distribution of the Partnership Option to the partners of C-GP and to evidence
the rights of the partners with respect to their pro rata share of the
Partnership Option, and no additional consideration was provided by the Optionee
hereunder;
WHEREAS, T.C. Group has agreed to be a party to such option agreements in
order to acknowledge the pro rata distribution of the Partnership Option to the
partners of C-GP and to agree to provide notice to the Optionee as set forth in
Section 3(b) below;
Page 42 of 49 Pages
<PAGE>
WHEREAS, the Company, C-GP and Carlyle have entered into an agreement
amending the Stockholders Agreement in order to reflect the dissolution of the
Partnership and the pro rata distribution of the Partnership Option to the
partners of C-GP;
NOW, THEREFORE, in consideration of the premises and the mutual promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Option. In connection with the dissolution of C-GP and the pro rata
distribution of the Partnership Option to its partners, the Company hereby
acknowledges and agrees to the right of the Optionee to purchase from the
Company up to the number of shares (the "Option Shares") of Common Stock as set
forth on the signature page hereto. The option contemplated hereby (the
"Option") may be exercised in whole, but not in part, after the date hereof and
up to and including January 24, 1999, but only in accordance with the provisions
set forth in Section 3 hereof. The Company will reserve a sufficient number of
authorized shares of Common Stock to issue and sell to the Optionee to satisfy
the terms of this Agreement.
2. Option Price. The purchase price per share at which the Option may be
exercised (the "Option Price") is Three Dollars and Seventy-Five Cents ($3.75)
and the total purchase price shall be the product of the Option Price and the
number of Option Shares. If the Company at any time subdivides (by any stock
split, stock dividend, recapitalization or otherwise) its outstanding shares of
Common Stock into a greater number of shares, the Option Price in effect
immediately prior to such subdivision will be proportionately reduced, and if
the Company at any time combines (by reverse stock split or otherwise) its
outstanding shares of Common Stock into a smaller number of shares, the Option
Price in effect immediately prior to such combination will be proportionately
increased.
3. Exercise of the Option. The Option may be exercised only in accordance
with the following provisions:
(a) The Optionee shall have the right to exercise the Option in whole, but
not in part, at any time from April 6, 1998 to April 10, 1998 inclusive (the
"Effective Period") by delivering the written notice in the form of Exhibit A
attached hereto (the "Option Notice") to the Company stating the Optionee's
desire to exercise the Option, which notice shall be effective only if received
by the Company on or before April 10, 1998, in accordance with the notice
provisions set forth below.
(b) If the Optionee does not exercise the Option in accordance with the
immediately preceding subsection, then the Option will automatically be deemed
to have been exercised in full at the time that Carlyle first exercises the
balance of the Company Option pursuant to the terms of the Stockholders
Agreement (the "Carlyle Exercise"). T.C. Group will deliver, or cause one of its
affiliates to deliver, to the Optionee, if the Optionee has not previously
exercised the Option, a copy of the written notice (the "Company Option Notice")
that it will be delivering to the Company in connection with the Carlyle
Exercise. In the event that the Option is automatically exercised pursuant to
this Section 3(b), the Optionee shall also be deemed to have elected the Net
Exercise Right (as defined below) to pay the exercise price of the Option and
upon the issuance of the shares of Common Stock by the Company to the Optionee,
this Agreement shall terminate without further action by any party. Carlyle
shall have the right in its sole and absolute discretion to determine the timing
of the Carlyle Exercise and shall have no liability to the Optionee or to any
other party with respect to such decision.
Page 43 of 49 Pages
<PAGE>
(c) In the case of Section 3(a), the date of exercise of the Option shall
be deemed to be the date that the Company received the Option Notice with this
Agreement attached during the Effective Period or shall be deemed to be the
first day of the Effective Period if received by the Company before the
Effective Period and, in the case of Section 3(b), the date of exercise of the
Option shall be deemed to be the date that the Company received the Company
Option Notice.
(d) The Optionee may not exercise the Option at any other time other than
the times specified in this Section 3.
4. Closing. The closing (the "Option Closing") for the Option shall occur
at the Company's principal office, or at such other place as the Company shall
specify to the Optionee after the receipt by the Company of the Option Notice or
the Company Option Notice, as the case may be, no later than the fifth business
day after the Company's receipt of such notice.
5. Payment of Option Price. (a) At the Option Closing, the Optionee shall
pay to the Company by wire transfer of same day available funds or by certified
check or bank draft payable to the order of the Company, an amount in cash (the
"Cash Payment") equal to the Option Price multiplied by the number of Option
Shares, and the Company shall deliver to the Optionee a certificate or
certificates representing the Option Shares, together with such instruments of
conveyance and transfer as shall be effective to vest in the Optionee title to
the shares. Alternatively, the Optionee shall pay the exercise price for the
Option by means of the Net Exercise Right as defined in Section 5(b) below.
(b) The Company has agreed, in accordance with the terms hereof, to accept
payment for the exercise of the Option by the delivery of the appropriate number
of Option Shares having a fair market value equal to the aggregate exercise
price for the Option. The ability of the Optionee to pay the exercise price
through the delivery of Option Shares shall be referred to herein as the "Net
Exercise Right". Upon exercise of the Net Exercise Right, the Company shall
deliver to the Optionee (without payment by the Optionee of any cash or other
consideration) that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the value of the Option at the time the Option is
exercised (determined by subtracting the aggregate exercise price in effect
immediately prior to the exercise of the Option from the aggregate fair market
Page 44 of 49 Pages
<PAGE>
value of the Option Shares immediately prior to the exercise of the Option) by
(y) the fair market value of one share of Common Stock immediately prior to the
exercise of the Option. The fair market value of a share of Common Stock is
determined as follows:
(i) If the Common Stock is listed on a national securities exchange or admitted
to unlisted trading privileges on such exchange or listed for trading on
the Nasdaq National Market System, the fair market value shall be the last
reported sale price of the Common Stock on such exchange or system on the
last business day prior to the date of exercise of the Option or if no such
sale is made on such day, the average closing bid and asked prices for such
day on such exchange or system;
(ii) If the Common Stock is not so listed or admitted to unlisted trading
privileges, the fair market value shall be the mean of the last reported
bid and asked prices reported by the National Quotation Bureau, Inc. on the
last business day prior to the date of the exercise of the Option; or
(iii)If the Common Stock is not so listed or admitted to unlisted trading
privileges and bid and asked prices are not so reported, the fair market
value shall be an amount determined in such reasonable manner as may be
prescribed by the Board of Directors of the Company.
The Net Exercise Right may be exercised by the Optionee by the surrender of
this Agreement at the principal office of the Company together with the Option
Notice specifying that the Optionee intends to exercise the Net Exercise Right.
6. Additional Documents. Each party hereto agrees to execute and deliver
such documents and take such further actions as may be necessary or desirable to
effect the purposes and objectives of this Agreement.
7. Amendment and Waiver. This Agreement may not be amended or modified
except by a written instrument signed by the parties hereto. The waiver by any
party of such party's rights under this Agreement in any particular instance or
instances, whether intentional or otherwise, shall not be considered as a
continuing waiver which would prevent subsequent enforcement of such rights or
of any other rights.
8. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if sent by recognized
overnight delivery service, return receipt requested, to the following parties
at the following addresses or to such other parties and at such other addresses
as shall be specified by like notice:
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(a) If to the Company:
GTS Duratek, Inc.
10100 Old Columbia Road
Columbia, Maryland 21046
Attention: Mr. Robert F. Shawver
Executive Vice President
and Chief Financial Officer
(b) If to T.C. Group:
TC Group, L.L.C.
1001 Pennsylvania Avenue, N.W.
Suite 220 South
Washington, D.C. 20004
Attention: Mr. Daniel A. D'Aniello
Managing Director
(c) If to the Optionee, at the address set forth below on
the signature page hereof.
Notice so given shall be deemed to be given and received on the second business
day after sending by recognized overnight delivery service, return receipt
requested.
9. Entire Agreement. This Agreement and those documents expressly referred
to herein constitute the entire agreement and understanding among the parties
with respect to the Option and supersede all other prior agreements and
undertakings, both written and oral, among the parties, or any of them, with
respect to the subject matter hereof.
10. Severability. If any provision of this Agreement shall be held to be
illegal, invalid or unenforceable under any applicable law, then such
contravention or invalidity shall not invalidate the entire Agreement. Such
provision shall be deemed to be modified to the extent necessary to render it
legal, valid and enforceable, and if no such modification shall render it legal,
valid and enforceable, then this Agreement shall be construed as if not
containing the provision held to be invalid, and the rights and obligations of
the parties shall be construed and enforced accordingly.
11. Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the parties hereto, their heirs, administrators, executors,
successors and assigns.
12. Headings. The headings of the Sections and paragraphs of this Agreement
have been inserted for convenience or reference only and do not constitute a
part of this Agreement.
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13. Choice of Law. The parties agree that this Agreement shall be governed
by and construed in accordance with the laws of the State of Delaware, excluding
any laws thereof which would direct application of law of another jurisdiction.
14. Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, with the same
effect as if each party had signed the same document. All such counterparts
shall be deemed an original, shall be construed together and shall constitute
one and the same instrument.
15. Gender and Number. When the context requires, the gender of all words
used herein shall include the masculine, feminine and neuter and the number of
all words shall include the singular and plural.
16. Defined Terms. All capitalized terms used herein and not otherwise
defined in this Agreement shall have the meaning given to such term in the
Stockholders Agreement.
17. Recitals. The Recitals are hereby incorporated by reference herein as
if fully set forth herein.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement or have
caused their duly authorized agents to execute this Agreement as of the year and
date first above written.
GTS DURATEK, INC.
By: /s/ Robert F. Shawver(SEAL)
------------------------------------
Name: Robert F. Shawver
Title: Executive Vice President and Chief
Financial Officer
TC GROUP, L.L.C.
By: /s/ Daniel A. D'Aniello(SEAL)
------------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
OPTIONEE:
TC GROUP, L.L.C.
By: /s/ Daniel A. D'Aniello(SEAL)
------------------------------------
Name: Daniel A. D'Aniello
Title: Managing Director
Optionee's Address:
_________________________________
_________________________________
_________________________________
Number of Option Shares: 524.00
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EXHIBIT A
NOTICE OF EXERCISE
GTS Duratek, Inc. Date: ___________________
10100 Old Columbia Road
Columbia, Maryland 21046
Attention: Robert F. Shawver, Executive Vice President
and Chief Financial Officer
The undersigned hereby exercises the Option in full to purchase shares of
Common Stock of GTS Duratek, Inc. pursuant to the terms of the Stock Option
Agreement dated January 28, 1998.
Choose One of the Following:
|_| The undersigned makes payment of $_____________________
in cash, in payment of the exercise price thereof. The
exercise price shall be shall be payable in United States
dollars by wire transfer of same day available funds or
by certified check or bank draft payable to the order of
GTS Duratek, Inc.
|_| The undersigned wishes to exercise the Net Exercise
Right in lieu of making a cash payment for the exercise
price thereof.
Name of Optionee:__________________________
Signature:_________________________________
The undersigned will receive from the transfer agent of the Corporation a
single certificate for the number of shares purchased pursuant to this Notice of
Exercise registered as follows:
Name: _________________________________________________
(Please typewrite or print in block letters)
Address: _________________________________________________
_________________________________________________
THE STOCK OPTION AGREEMENT MUST BE ATTACHED TO THIS NOTICE OF EXERCISE AT THE
TIME IT IS FURNISHED TO THE COMPANY.
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