SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
Chart Industries, Inc.
_______________________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $0.01 per share
_______________________________________________________________________________
(Title of Class of Securities)
16115Q209
_______________________________________________________________________________
(CUSIP Number)
Merrill Lynch Pierce Fenner & Smith Incorporated
4 World Financial Center
12th Floor
New York, New York 10080
(212) 449-2010
_______________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 15, 2003
_______________________________________________________________________________
(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 (e), 13d-1(f) or 13d-1 (g), check
the following box. This box should not be checked off.
*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 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).
(Continued on following pages)
(Page 1 of 12 Pages)
CUSIP No. 16115Q209 13D Page 2 of 12 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Merrill Lynch & Co., Inc.
_______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
_______________________________________________________________________________
3. SEC USE ONLY
_______________________________________________________________________________
4. SOURCE OF FUNDS*
OO
_______________________________________________________________________________
5. CHECK THIS BOX IF DISCLOSURE OF LEGAL PROCEDINGS IS REQUIRED PERSUANT TO
ITEM 2(d) OR 2(e)
[X]
_______________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGINIZATION
Delaware
_______________________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER
SHARES None
_________________________________________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,271,419 (See Item 5 (a)(i))
_________________________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 225,588 (See Item 5 (a)(ii))
_________________________________________________________________
PERSON 10. SHARED DISPOSITIVE POWER
WITH: None
_______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,271,419
_______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
_______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
_______________________________________________________________________________
14. TYPE OF REPORTING PERSON*
HC, CO
_______________________________________________________________________________
CUSIP No. 16115Q209 13D Page 3 of 12 Pages
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Merrill Lynch, Pierce, Fenner & Smith Incorporated
_______________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
_______________________________________________________________________________
3. SEC USE ONLY
_______________________________________________________________________________
4. SOURCE OF FUNDS*
OO
_______________________________________________________________________________
5. CHECK THIS BOX IF DISCLOSURE OF LEGAL PROCEDINGS IS REQUIRED PERSUANT TO
ITEM 2(d) OR 2(e)
[X]
_______________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGINIZATION
Delaware
_______________________________________________________________________________
NUMBER OF 7. SOLE VOTING POWER
SHARES None
________________________________________________________________
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 4,271,419 (See Item 5 (a)(i))
________________________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 225,588 (See Item 5 (a)(ii))
________________________________________________________________
PERSON 10. SHARED DISPOSITIVE POWER
WITH: None
_______________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,271,419
_______________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
_______________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
80.2%
_______________________________________________________________________________
14. TYPE OF REPORTING PERSON*
BD, CO
_______________________________________________________________________________
CUSIP No. 16115Q209 13D Page 4 of 12 Pages
_______________________________________________________________________________
Item 1. SECURITY AND ISSUER.
This statement on Schedule 13D (this "Statement") relates to the common
stock (the "Common Stock") of Chart Industries,(the "Issuer") a Delaware
corporation. The principal executive offices are located at
5885 Landerbrook Drive, Suite 205, Cleveland, Ohio.
_______________________________________________________________________________
Item 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by each of the following persons (the
"Reporting Persons"):
(i) Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware
corporation ("MLPFS") and
(ii) Merrill Lynch & Co., Inc., a Delaware corporation ("MLC"),
which is the parent holding company of MLPFS (collectively,
with MLPFS, the "Reporting Persons")
(b) The address of the principal business office of MLPFS and MLC is
4 World Financial Center, New York, New York, 10080. The directors
and executive officers of MLPFS and MLC can be reached at the same
address. A list of the directors and executive officers of MLC and
MLPFS, along with their principal occupations is as follows:
For MLC:
Directors Principal Occupation
---------------------- --------------------------------------
E. Stanley O'Neal Chairman of the Board and Chief
Executive Officer
W. H. Clark Corporate Director; Chairman of the
Board, Retired, of Nalco Chemical
Company
Jill K. Conway Visiting Scholar, Massachusetts
Institute of Technology
Alberto Cribiore Managing Principal of Brera Capital
Partners LLC
George B. Harvey Corporate Director; Chairman of the
Board, Retired, of Pitney Bowes Inc.
Heinz-Joachim Neuburger Executive Vice President and Chief
Financial Officer of Siemens AG;
Member of the Executive Committee of
the Managing Board of Siemens AG
David K. Newbigging Chairman of the Board of Friends
Provident plc
CUSIP No. 16115Q209 13D Page 5 of 15 Pages
_______________________________________________________________________________
Aulana L. Peters Corporate Director; Partner, Retired,
of Gibson, Dunn & Crutcher LLP
John J. Phelan, Jr. Corporate Director
Joseph W. Prueher Corporate Director; U.S. Ambassador,
Retired, to the People's Republic of
China
Executive Officers Principal Occupation
---------------------- --------------------------------------
E. Stanley O'Neal Chairman of the Board and Chief
Executive Officer
Rosemary T. Berkery Executive Vice President and General
Counsel
Robert C. Doll Senior Vice President and Chief
Investment Officer and President of
Merrill Lynch Investment Managers
Ahmass L. Fakahany Executive Vice President and Chief
Financial Officer
Gregory J. Fleming Executive Vice President and Co-
President of Global Markets and
Investment Banking
James P. Gorman Executive Vice President and President
of Global Private Client
Do Woo Kim Executive Vice President and Co-
President of Global Markets and
Investment Banking
Robert J. McCann Executive Vice President and Vice
Chairman, Wealth Management Group
For MLPFS:
Directors Principal Occupation
---------------------- --------------------------------------
Candace E. Browning Director and Senior Vice President
Gregory J. Fleming Director and Executive Vice President
James P. Gorman Director, Chairman of the Board and
Chief Executive Officer
Do Woo Kim Director and Executive Vice President
Carlos M. Morales Director and Senior Vice President
CUSIP No. 16115Q209 13D Page 6 of 12 Pages
_______________________________________________________________________________
Executive Officers Principal Occupation
---------------------- --------------------------------------
Rosemary T. Berkery Executive Vice President
Ahmass L. Fakahany Executive Vice President
John J. Fosina First Vice President and Chief
Financial Officer
Messrs. Fleming, Gorman and Kim are also Executive Officers in the capacities
listed above.
(c) The principal business of MLPFS is, together with its subsidiaries, to
provide investment, financing, and related services to individuals and
institutions on a global basis. The principal business of MLC is, as
a holding company, through its subsidiaries and affiliates, providing
broker-dealer, financing, advisory, wealth management, asset
management, insurance, lending and related products and services on a
global basis.
(d) During the last five years, none of the Reporting Persons or, to the
best of their knowledge, any of their directors or executive officers,
have been convicted of any criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, none of the Reporting Persons or, to the
best of their knowledge, any of their directors or executive officers,
have 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 except as noted below:
On February 20, 2003, Merrill Lynch agreed with the staff of the
Securities and Exchange Commission to a settlement-in-principle
resolving the Commission's investigation regarding two transactions
between Merrill Lynch and Enron in 1999. On March 17, 2003, Merrill
Lynch announced that it had finalized the settlement-in-principle with
the Securities and Exchange Commission. Without admitting or denying
any wrongdoing, MLC consented to an injunction enjoining it from
violations of the anti-fraud provisions of the federal securities
laws. This settlement concluded the SEC's investigation into Enron-
related matters with respect to Merrill Lynch. Under the settlement,
Merrill Lynch paid a total of $80 million in disgorgement, penalties
And interest.
In December 2002, MLPFS joined with nine other major financial
Services institutions in a settlement-in-principle with the U.S.
Securities and Exchange Commission, the National Association of
Securities Dealers and the New York Stock Exchange to resolve matters
CUSIP No. 16115Q209 13D Page 7 of 12 Pages
_______________________________________________________________________________
arising from their research-related inquiries, including inquiries
into potential conflicts that may arise from the relationship between
research and investment banking within securities firms. On April 28,
2003, the Securities and Exchange Commission, New York Stock Exchange,
National Association of Securities Dealers, and state securities
regulators announced that the settlements-in-principle had been
reduced to final settlements. The settlements called for MLPFS, among
other things, to contribute $100 million for the funding of
independent research and investor education over the next five years
but did not require MLPFS to pay any fines or make any additional
civil payments. Earlier in 2002, MLPFS had agreed to pay $100 million
to settle allegations by the Attorney General of the State of New York
challenging the independence of its research. Additionally, the terms
of the settlements provided that an injunction would be entered
against MLPFS enjoining it from violating the statutes and rules that
it is alleged to have violated. On October 31, 2003, the United
States District Court for the Southern District of New York entered
final judgments in connection with the April 28, 2003, research
settlements between the SEC and ten investment banking firms,
including Merrill Lynch. The final settlements pertaining to MLPFS,
which involve both monetary and non-monetary relief set forth in the
regulators' announcements, bring to a conclusion the regulatory
actions against MLPFS related to alleged conflicts of interest
affecting research analysts. MLPFS entered into these settlements
without admitting or denying the allegations and findings by the
regulators, and the settlements do not establish wrongdoing or
liability for purposes of any other proceedings.
(f) The Reporting Persons are corporations formed under the laws of the
state of Delaware. To the best of the knowledge of the Reporting
Person, all of the Reporting Person's executive officers and directors
are United States citizens, with the following exceptions:
For MLC:
Heinz-Joachim Neuburger - Citizen of Germany
David K. Newbigging - Citizen of the United Kingdom
James P. Gorman - Citizen of Australia
Do Woo Kim - Citizen of the Republic of Korea
For MLPFS:
James P. Gorman - Citizen of Australia
Do Woo Kim - Citizen of the Republic of Korea
_______________________________________________________________________________
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons acquired the shares to which this Statement relates
in connection with the Issuer's and certain of its U.S. subsidiaries
emergence from Chapter 11 bankruptcy proceedings. On July 8, 2003, the
Issuer and certain of its U.S. subsidiaries (collectively referred to as
the "Old Issuer") filed voluntary petitions for reorganization relief
under Chapter 11 of Title 11 of the United States Code in the United
CUSIP No. 16115Q209 13D Page 8 of 12 Pages
_______________________________________________________________________________
States Bankruptcy Court for the District of Delaware (the "Bankruptcy
Court"). On September 15, 2003, (the "Consummation Date"), the Issuer and
those subsidiaries ("collectively referred to as the "New Issuer") emerged
from Chapter 11 proceedings pursuant to the Amended Joint Prepackaged
Reorganization Plan of the Issuer and certain subsidiaries, dated
September 3, 2003 (the "Plan"), which the Bankruptcy Court confirmed by an
order entered on September 4, 2003.
On the Consummation Date, Old Issuer's senior debt of approximately $256
million was converted into a $120 million secured term loan and an initial
95% equity ownership position in New Issuer, and Old Issuer's $40 million
secured debtor-in-possession financing facility was converted into an
amended and restated $40 million secured revolving credit facility. On the
Consummation Date, all of Old Issuer's common stock and warrants, options
and other rights to acquire Old Issuer's common stock were cancelled, and
Old Issuer's stockholders received 5% of the initial equity of New Issuer
and the opportunity to acquire up to an additional 5% of equity through
the exercise of new warrants. Additionally, under the terms of the Plan,
all general unsecured creditors will be paid in full on their prepetition
claims or otherwise have their prepetition claims reinstated.
As of the Consummation Date, 5,325,331 shares of New Issuer's common
stock, par value $.01 per share (the "New Common Stock"), are deemed to be
issued and outstanding in aggregate. Of this number, 4,271,419 shares
initially were issued to Old Issuer's senior lenders party to the Investor
Rights Agreement, including 225,588 shares that were issued to the
Reporting Persons.
_______________________________________________________________________________
Item 4. PURPOSE OF TRANSACTION.
As of the Consummation Date, New Issuer and certain significant holders of
New Common Stock, including the Reporting Persons, (the "Stockholder
Parties") entered into the Investor Rights Agreement pursuant to the Plan.
The Investor Rights Agreement provides the Stockholder Parties the right
to designate most of the members of New Issuer's Board of Directors,
prohibits New Issuer from engaging in a variety of actions without the
consent of certain controlling Stockholder Parties, and includes
provisions obligating the Stockholder Parties to support a sale of New
Issuer to a third party if the sale is approved by such controlling
Stockholder Parties. The Investor Rights Agreement also provides the
Stockholder Parties registration rights at New Issuer's expense, grants
the Stockholder Parties limited preemptive rights and provides for certain
tag-along rights with respect to, and certain restrictions on the transfer
of, New Common Stock held by the Stockholder Parties.
The Reporting Persons will review from time to time various factors
relevant to their beneficial ownership of the New Common Stock, including
trading prices for the New Common Stock and conditions in capital markets
generally, developments in New Issuer's business and financial condition,
results of operations and prospects, and other factors and, based thereon,
may pursue the possible sale of some or all of the Common Stock in
privately negotiated transactions, market sales or otherwise, subject to
its obligations under the Investor Rights Agreement.
CUSIP No. 16115Q209 13D Page 9 of 12 Pages
_______________________________________________________________________________
Except as set forth above, the Reporting Persons have no present plans or
proposals which relate or would result in any of the actions described in
Item 4(a) through (j) of Schedule 13D.
_______________________________________________________________________________
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) By virtue of being a party to the Investors Rights Agreement,
the Reporting Persons may be deemed to be the beneficial owner
of 4,271,419 shares of New Common Stock, collectively held by
the Stockholder Parties. Based on information provided by the
New Issuer, such shares constitute approximately 80.2% of the
outstanding shares of New Common Stock.
(ii) The Reporting Persons are the direct beneficial owner of
225,588 shares of New Common Stock. Their ability to vote or
dispose of these shares is controlled by the terms of the
Investors Rights Agreement (for a description of the terms of
the Investor Rights Agreement see Item 4 to this Statement).
Based on information provided by the New Issuer, such shares
constitute approximately 4.2% of the outstanding shares of the
New Common Stock.
(b) The Reporting Persons have the sole power to vote and dispose of
225,588 shares of New Common, subject to the terms of the Investors
Rights Agreement (for a description of the terms of the Investor
Rights Agreement see Item 4 to this Statement.)
(c) See the response to Item 4 to this Statement.
(d) Not applicable.
(e) Not applicable.
_______________________________________________________________________________
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See Response to Item 4 of this Statement.
_______________________________________________________________________________
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No.
-----------
Exhibit 1. Amended Joint Prepackaged Reorganization Plan of Chart
Industries, Inc. and Certain Subsidiaries, dated
September 3, 2003 (incorporated by reference from
Exhibit 2.1 of the Issuer's Form 8-K/A filed on
September 22, 2003 (File No. 1-11442)).
CUSIP No. 16115Q209 13D Page 10 of 12 Pages
_______________________________________________________________________________
Exhibit 2. Investor Rights Agreement by and among Chart
Industries, Inc. and the Stockholder parties thereto,
dated September 15, 2003 (incorporated by reference
from Exhibit 10.5 of the Issuer's Form 8-K/A filed on
September 22, 2003 (File No. 1-11442).
Exhibit 3. Power of Attorney, dated November 17, 1995.
Exhibit 4. Power of Attorney, dated February 25, 1995.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
MERRILL LYNCH & CO., INC
Dated: February 17, 2004 By: /s/ Lawrence M. Egan, Jr.
----------------------------------------------
Name: Lawrence M. Egan, Jr.
Title: Attorney-in-Fact*
Assistant Secretary
MERRILL LYNCH PIERCE FENNER & SMITH INC.
Dated: February 17, 2004 By: /s/ Lawrence M. Egan, Jr.
----------------------------------------------
Name: Lawrence M. Egan, Jr.
Title: Attorney-in-Fact**
Assistant Secretary
____________________
* Executed pursuant to a Power of Attorney, dated November 17, 1995, a copy of
which is attached hereto as Exhibit 3.
** Executed pursuant to a Power of Attorney, dated February 25, 1995, a copy of
which is attached hereto as Exhibit 4.
CUSIP No. 16115Q209 13D Page 11 of 12 Pages
_______________________________________________________________________________
Exhibit 3 to Schedule 13D
Power of Attorney
The undersigned, Merrill Lynch & Co., Inc. (the "Corporation"), a
corporation duly organized under the laws of Delaware, with its principal
place of business at World Financial Center, North Tower, 2560 Vesey Street,
New York, New York 10281 does hereby make, constitute and appoint Richard B.
Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or any
individual from time to time elected or appointed as secretary or an
assistant secretary of the Corporation, acting severally, each of whose
address is Merrill Lynch & Co., Inc., World Financial Center, North Tower,
250 Vesey Street, New York, New York 10281, as its true and lawful attorneys-
in-fact, for it and in its name, place and stead (i) to execute on behalf of
the Corporation and cause to be filed and/or delivered, as required under
Section 13(d) of the Securities Exchange Act of 1934 (the "Act") and the
regulations thereunder, any number, as appropriate, of original, copies, or
electronic filings of the Securities and Exchange Commission Schedule 13D or
Schedule 13G Beneficial Ownership Reports (together with any amendments and
joint filing agreements under Rule 13d-1(f)(1) of the Act, as may be required
thereto) to be filed and/or delivered with respect to any equity security (as
defined in Rule 13d-1(d) under the Act) beneficially owned by the undersigned
and which must be reported by the undersigned pursuant to Section 13(d) of
the Act and the regulations thereunder, (ii) to execute on behalf of the
Corporation and cause to be filed and/or delivered, any number, as
appropriate, of original, copies or electronic filings of any forms
(including without limitation), Securities and Exchange Commission Forms 3, 4
and 5) required to be filed pursuant to Section 16(a) of the Act and the
regulations thereunder, and (iii) generally to take such other actions and
perform such other things necessary to effectuate the foregoing as fully in a
all respects as if the undersigned could do if personally present.
This Power of Attorney shall remain in effect until revoked, in writing,
by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney,
this 17th day of November 1995.
MERRILL LYNCH & CO., INC.
By: /s/ David H. Komansky
_____________________________________________
Name: David H. Komansky
Title: President and Chief Operating Officer
CUSIP No. 16115Q209 13D Page 12 of 12 Pages
_______________________________________________________________________________
Exhibit 4 to Schedule 13D
Power of Attorney
The undersigned, Merrill Lynch, Pierce, Fenner & Smith Incorporated (the
"Corporation"), a corporation duly organized under the laws of Delaware, with
its principal place of business at World Financial Center, North Tower, 2560
Vesey Street, New York, New York 10281 does hereby make, constitute and appoint
Richard B. Alsop, Richard D. Kreuder, Andrea Lowenthal, Gregory T. Russo, or
any individual from time to time elected or appointed as secretary or an
assistant secretary of the Corporation, acting severally, each of whose address
is Merrill Lynch & Co., Inc., World Financial Center, North Tower, 250 Vesey
Street, New York, New York 10281, as its true and lawful attorneys-in-fact, for
it and in its name, place and stead (i) to execute on behalf of the Corporation
and cause to be filed and/or delivered, as required under Section 13(d) of the
Securities Exchange Act of 1934 (the "Act") and the regulations thereunder, any
number, as appropriate, of original, copies, or electronic filings of the
Securities and Exchange Commission Schedule 13D or Schedule 13G Beneficial
Ownership Reports (together with any amendments and joint filing agreements
under Rule 13d-1(f)(1) of the Act, as may be required thereto) to be filed
and/or delivered with respect to any equity security (as defined in Rule 13d-
1(d) under the Act) beneficially owned by the undersigned and which must be
reported by the undersigned pursuant to Section 13(d) of the Act and the
regulations thereunder, (ii) to execute on behalf of the Corporation and cause
to be filed and/or delivered, any number, as appropriate, of original, copies
or electronic filings of any forms (including without limitation), Securities
and Exchange Commission Forms 3, 4 and 5) required to be filed pursuant to
Section 16(a) of the Act and the regulations thereunder, and (iii) generally to
take such other actions and perform such other things necessary to effectuate
the foregoing as fully in a all respects as if the undersigned could do if
personally present.
This Power of Attorney shall remain in effect until revoked, in writing,
by the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney,
this 25th day of February 1995.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
By: /s/ David H. Komansky
__________________________________________________
Name: David H. Komansky
Title: President and Chief Operating Officer