EXHIBIT 4.1
GENTEK INC.
SUBSCRIPTION WARRANT FOR RIGHTS OFFERING
FOR HOLDERS OF RECORD ON JANUARY 24, 2000
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Subscription Warrant Number
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Rights
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Shares Eligible to Subscribe
GenTek Inc. ('GenTek') is conducting a rights offering (the 'Rights
Offering'), which entitles the holders of shares of GenTek's common stock (the
'Common Stock'), as of the close of business on January 24, 2000 (the 'Record
Date') to receive 0.20 rights (each, a 'Right') for each share of Common Stock
held of record on the Record Date. Holders of Rights are entitled to subscribe
for and purchase one share of Common Stock for each one whole Right (the 'Basic
Subscription Privilege') at a subscription price of $ per share (the
'Subscription Price'). If any shares of Common Stock are not purchased by
holders of Rights pursuant to the Basic Subscription Privilege, any holder
exercising its Basic Subscription Privilege in full may purchase an additional
number of available Shares, if so specified in the subscription documents,
subject to proration (the 'Oversubscription Privilege'). No fractional Rights or
cash in lieu thereof will be issued or paid. If the number of shares of Common
Stock held on the Record Date would result in the receipt of fractional Rights,
the number of Rights issued to such holder is being rounded up to the nearest
whole number. Set forth above is the number of shares of Common Stock held by
the holder of Rights as of the Record Date, and the number of whole shares to
which such holder is entitled to subscribe pursuant to the Basic Subscription
Privilege (rounded up, if applicable, to the nearest whole share).
For a more complete description of the terms and conditions of the Rights
Offering, please refer to the Prospectus dated January 25, 2000 (the
'Prospectus'), which is incorporated herein by reference. Copies of the
Prospectus are available upon request from ChaseMellon Consulting Services,
L.L.C. (toll free 0 (000) 000-0000).
This Subscription Warrant (or a Notice of Guaranteed Delivery) must be
received by ChaseMellon Shareholder Services, L.L.C. together with payment in
full of the subscription price by 5:00 p.m. New York City time, on February 14,
2000, unless extended in the sole discretion of the Company (the 'Expiration
Date'). Any Rights not exercised prior to the Expiration Date will be null and
void. Any subscription for shares of Common Stock in the Rights Offering made
hereby is irrevocable.
The Rights represented by this Subscription Warrant may be exercised by
duly completing Form 1 and may be transferred only in certain limited
circumstances, by duly completing Form 2. If the number of transferred Rights
would otherwise allow the purchase of a fractional share, the number of shares
which may be purchased must be rounded down to the nearest whole share (or any
lesser number of whole shares) that may be purchased with that number of Rights.
Rights holders are advised to review the Prospectus and instructions, copies of
which are available from ChaseMellon Consulting Services, L.L.C., before
exercising their Rights.
Rights holders should be aware that if they choose to exercise or transfer
only part of their Rights, they may not receive a new Subscription Warrant in
sufficient time to exercise the Rights evidenced thereby.
SUBSCRIPTION PRICE: $ PER SHARE
FORM 1
(ON REVERSE OF SUBSCRIPTION WARRANT)
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises one
or more Rights to subscribe for shares of Common Stock as indicated below, on
the terms and subject to the conditions specified in the Prospectus, receipt of
which is hereby acknowledged.
(a) Number of whole shares subscribed for pursuant to the Basic Subscription
Privilege:
__________________ Rights x $__________________ = $__________________.
(One Whole Right is required to subscribe for each share.)
(b) Number of whole shares subscribed for pursuant to the Oversubscription
Privilege:
__________________ x $__________________ = $__________________.
(c) Total Subscription (sum of payment amounts on lines (a) and (b)) =
$__________________ total payment.*
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOXES):
[ ] Check, bank draft, or U.S. postal money order payable to 'ChaseMellon
Shareholder Services, L.L.C., as Subscription Agent' or
[ ] Wire transfer directed to The Chase Manhattan Bank, New York, NY, ABA
No. 021 000 021, Acct. No. 323-213057 for the benefit of GenTek Inc.,
Attention: ChaseMellon Shareholder Services, L.L.C., Xxxxxx X'Xxxxxx.
(d) If the Rights being exercised pursuant to the Basic Subscription
Privilege do not constitute all of the Rights represented by the Subscription
Warrants (check only one).
[ ] Deliver to the undersigned a new Subscription Warrant evidencing the
remaining Rights to which the undersigned is entitled.
[ ] Deliver a new Subscription Warrant in accordance with the
undersigned's Form 2 instructions (which include any required
signature guarantees).
[ ] Do not deliver any new Subscription Warrants to me.
(e) [ ] Check here if Rights are being exercised pursuant to the Notice of
Guaranteed Delivery delivered to the Subscription Agent prior to the
date hereof and complete the following:
Name(s) of Registered Holder(s) ____________________________________________
Window Ticket Number (if any) ______________________________________________
Date of Execution of Notice of Guaranteed Delivery _________________________
Name of Institution Which Guaranteed Delivery ______________________________
* If the aggregate Subscription Price enclosed or transmitted is insufficient to
purchase the total number of shares included in lines (a) and (b), or if the
number of shares being subscribed for is not specified, the Rights holder
exercising this Subscription Warrant shall be deemed to have subscribed for the
maximum amount of shares that could be subscribed for upon payment of such
amount. If the number of shares to be subscribed for pursuant to the
Oversubscription Privilege is not specified and the amount enclosed or
transmitted exceeds the aggregate Subscription Price for all shares represented
by this Subscription Warrant (the 'Subscription Excess'), the Rights holder
exercising this Subscription Warrant shall be deemed to have exercised the
Oversubscription Privilege to purchase, to the extent available, that number of
whole shares of Common Stock equal to the quotient obtained by dividing the
Subscription Excess by the Subscription Price, subject to proration as described
in the Prospectus. To the extent any portion of the aggregate Subscription Price
enclosed or transmitted remains after the foregoing procedures, such funds shall
be mailed to the subscriber without interest or deduction as soon as
practicable.
Subscriber's Signature __________________ Telephone No. ( ) _________________
FORM 2
(ON REVERSE OF SUBSCRIPTION WARRANT)
TO TRANSFER YOUR SUBSCRIPTION WARRANT OR SOME OR ALL OF YOUR RIGHTS, OR TO
EXERCISE RIGHTS THROUGH YOUR BANK OR BROKER: Rights represented by this
Subscription Warrant are hereby assigned to (please print in full name and
address and Taxpayer Identification Number or Social Security Number of
transferee):
Number of Rights being transferred: ____________________________________________
Name of Transferee and Taxpayer Identification Number or Social Security
Number: ________________________________________________________________________
________________________________________________________________________________
Address: _______________________________________________________________________
With respect to transferees other than banks or brokers the undersigned hereby
certifies that the above-named transferee is either (i) an immediate relative of
the holder of the Rights transferred hereby (i.e., a spouse, a child or a
parent); (ii) an entity wholly owned or controlled by the holder of the Rights
transferred hereby; (iii) if the holder of the Rights transferred hereby is a
corporation or partnership owned or controlled by one person or entity, the
person or entity that owns or controls the holder of such Rights; (iv) if the
holder is a trust, a settlor, grantor, trustee or beneficiary of the trust or an
entity wholly owned or controlled by such settlor, grantor, trustee or
beneficiary; or (v) a transferee receiving Rights pursuant to the operation of
law as a result of the death or dissolution of the holder. GenTek or ChaseMellon
Shareholder Services, L.L.C. may, at their option, request proper showing of the
relationship of the transferee to the transferor(s) and, if not satisfied, have
the option of not acknowledging or giving effect to the purported transfer.
Signature(s) of Transferor(s) __________________________________________________
Signatures Guaranteed by: ______________________________________________________
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