SEC Company Response from GENTEK INC (CIK 0001077552) — Nov 16, 2005
GENTEK INC (CIK 0001077552)
Date: Nov. 16, 2005 · CIK: 0001077552 · Accession: 0000950123-05-013739
AI Filing Summary & Sentiment
Letter
Office of Mergers and Acquisitions Division of Corporation Finance Securities and Exchange Commission Washington, D.C. 20549-0303 Re: GenTek Inc. Schedule 14D-9/A (File No. 005-56261)
Dear Ms. Adams:
Set forth below is the response of GenTek Inc. (the “Company”) to your second letter of November 1, 2005:
1. We note your response to the comment in our letter dated today. We understand that the board is remaining neutral toward the offer. Our comment sought clarification regarding the board’s characterization of the price to be paid in the offer as “reasonable.” We continue to believe that the Schedule should be revised to clarify the board’s understanding of the term “reasonable price” in this context, particularly as the board is remaining neutral toward the offer. The disclosure that the bidders are offering a “reasonable price” implies that the board conducted a quantifiable analysis of an appropriate price for the warrants. If the board did not, then this fact should be disclosed.
On November 2, 2005 the Company filed an amended Schedule 14D-9/A to add the requested disclosure, namely a sentence in Item 4 which states: “The Board did not conduct a quantifiable analysis of an appropriate price for the Warrants.”
We respectfully submit this letter sufficiently responds to your second letter of November 1, 2005. Thank you for your attention to this matter.
Sincerely yours,
William P. O’Neill
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CORRESP
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RESPONSE LETTER
November 10, 2005
BY FACSIMILE AND EDGAR-CORRESP
Abby Adams
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
Securities and Exchange Commission
Washington, D.C. 20549-0303
Re: GenTek Inc. Schedule 14D-9/A (File No. 005-56261)
Dear Ms. Adams:
Set forth below is the response of GenTek Inc. (the “Company”) to your second letter of
November 1, 2005:
1. We note your response to the comment in our letter dated today. We understand that the
board is remaining neutral toward the offer. Our comment sought clarification regarding
the board’s characterization of the price to be paid in the offer as “reasonable.” We
continue to believe that the Schedule should be revised to clarify the board’s
understanding of the term “reasonable price” in this context, particularly as the board is
remaining neutral toward the offer. The disclosure that the bidders are offering a
“reasonable price” implies that the board conducted a quantifiable analysis of an
appropriate price for the warrants. If the board did not, then this fact should be
disclosed.
On November 2, 2005 the Company filed an amended Schedule 14D-9/A to add the requested
disclosure, namely a sentence in Item 4 which states: “The Board did not conduct a quantifiable
analysis of an appropriate price for the Warrants.”
We respectfully submit this letter sufficiently responds to your second letter of November 1,
2005. Thank you for your attention to this matter.
Sincerely yours,
William P. O’Neill
cc:
James Imbriaco
Vice President, General Counsel and Secretary