UNITED STATES
SECURITIES EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------------------------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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 Trade Center
12th Floor
New York, New York 10080
(212) 449-2010
---------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 17, 2005
----------------
(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 that is the subject of this Schedule 13D, and is filing
this statement because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7 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 the disclosures provided in a prior cover page.
The information required in 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).
Continued on following pages
Page 1 of 8 Pages
SCHEDULE 13D
CUSIP No.: 16115Q209 Page 2 of 8 Pages
.............................................................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
MERRILL LYNCH & CO., INC.
............................................................................................................
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [X]
(b) [ ]
............................................................................................................
3. SEC Use Only
............................................................................................................
4. Source of Funds (See Instructions)
Not Applicable
.............................................................................................................
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[X]
.............................................................................................................
6. Citizenship or Place of Organization
Delaware
............................................................................................................
Number of Shares 7. Sole Voting Power 0
Beneficially Owned ......................................................................................
by Each Reporting 8. Shared Voting Power 0
Person With ......................................................................................
9. Sole Dispositive Power 0
......................................................................................
10. Shared Dispositive Power 0
............................................................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
............................................................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
............................................................................................................
13. Percent of Class Represented by Amount in Row (11)
0%
............................................................................................................
14. Type of Reporting Person:
HC; CO
............................................................................................................
SCHEDULE 13D
CUSIP No.: 16115Q209 Page 3 of 8 Pages
............................................................................................................
1. Names of Reporting Persons.
I.R.S. Identification Nos. 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 (See Instructions)
Not Applicable
.............................................................................................................
5. Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[X]
.............................................................................................................
6. Citizenship or Place of Organization
Delaware
............................................................................................................
Number of Shares 7. Sole Voting Power 0
Beneficially Owned ......................................................................................
by Each Reporting 8. Shared Voting Power 0
Person With ......................................................................................
9. Sole Dispositive Power 0
......................................................................................
10. Shared Dispositive Power 0
............................................................................................................
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
............................................................................................................
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
............................................................................................................
13. Percent of Class Represented by Amount in Row (11)
0%
............................................................................................................
14. Type of Reporting Person:
BD; CO
............................................................................................................
Page 4 of 8 Pages
This Amendment No. 2 to Schedule 13D relates to shares of common stock,
par value $0.01 per share (the "Shares"), of Chart Industries, Inc. (the
"Issuer"). This Amendment No. 2 supplementally amends the initial statement on
Schedule 13D, dated February 17, 2004 (as amended by Amendment No. 1 thereto
previously filed on August 8, 2005) (the "Initial Statement"), filed by the
Reporting Persons (as defined herein). This Amendment No. 2 is being filed by
the Reporting Persons to report the information disclosed in Item 4 hereof.
Capitalized terms used and not defined in this Amendment No. 2 shall have the
meanings set forth in the Initial Statement. Except as specifically provided
herein, this Amendment No. 2 does not modify any of the information previously
reported in the Initial Statement.
Item 1 Security and Issuer
This Statement relates to the Shares of the Issuer. The address of
the principal executive office of the Issuer is 5885 Landerbrook Drive, Suite
205, Cleveland, Ohio 44124.
Item 2 Identity and Background
(a) This Statement is filed on behalf of each of the following
persons (collectively, the "Reporting Persons"):
(i) Merrill Lynch, Pierce, Fenner & Smith Incorporated
("MLPFS"); and
(ii) Merrill Lynch & Co., Inc. ("MLC").
(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 MLC and MLPFS 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 Occupations
---------------------------------- --------------------------------------------------------
E. Stanley O'Neal President; Chairman of the Board and Chief
Executive Officer of MLC
Armando M. Codina Chairman of the Board and Chief Executive Officer
of Codina Group, Inc.
Jill K. Conway Visiting Scholar, Massachusetts Institute of Technology
Alberto Cribiore Managing Principal of Brera Capital Partners LLC
John D. Finnegan Chairman of the Board, President and Chief Executive
Officer of The Chubb Corporation
Heinz-Joachim Neuberger Executive Vice President and Chief Financial Officer of
Siemans AG; Member of the Executive Committee of
the Managing Board of Siemens AG
Page 5 of 8 Pages
David K. Newbigging Chairman of the Board of Talbot Holdings Limited
Aulana L. Peters Corporate Director; Partner, Retired, of Gibson, Dunn
& Crutcher LLP
Joseph W. Prueher Corporate Director; U.S. Ambassador, Retired, to the
People's Republic of China
Ann N. Reese Co-Founder and Co-Executive Director of the Center
for Adoption Policy
Charles O. Rossotti Senior Advisor to the Carlyle Group
---------------------------------- --------------------------------------------------------
Executive Officers Principal Occupations
---------------------------------- --------------------------------------------------------
E. Stanley O'Neal President; Chairman of the Board and Chief
Executive
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 Administrative
Officer
Gregory J. Fleming Executive Vice President and Co-President of Global
Markets and Investment Banking
Do Woo Kim Executive Vice President and Co- President of Global
Markets and Investment Banking
Robert J. McCann Executive Vice President and President of Global
Private Client Group
Jeffrey N. Edwards Senior Vice President and Chief Financial Officer
For MLPFS:
----------
---------------------------------- --------------------------------------------------------
Directors Principal Occupations
---------------------------------- --------------------------------------------------------
Candace E. Browning Director and Senior Vice President
Gregory J. Fleming Director and Executive Vice President
Do Woo Kim Director and Executive Vice President
Page 6 of 8 Pages
Robert J. McCann Director, Chairman of the Board and Chief Executive
Officer
Carlos M. Morales Director and Senior Vice President
---------------------------------- --------------------------------------------------------
Executive Officers Principal Occupations
---------------------------------- --------------------------------------------------------
Rosemary T. Berkery Executive Vice President
Ahmass L. Fakahany Executive Vice President
Joseph F. Regan First Vice President and Chief Financial Officer
(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:
In July 2005, Merrill Lynch reached an agreement in principal with
the NYSE pursuant to which Merrill Lynch, without admitting or denying the
allegations, consented to a settlement that includes findings with regard to
certain matters relating to the failure to deliver prospectuses for certain
auction rate preferred shares and open-end mutual funds; the failure to
deliver product descriptions with regard to certain exchange-traded funds; the
failure to ensure that proper registration qualifications were obtained for
certain personnel; issues with regard to the retention, retrieval and review
of e-mails; isolated lapses in branch office supervision; late reporting of
certain events such as customer complaints and arbitrations; the failure to
report certain complaints in quarterly reports to the NYSE due to a system
error; and partial non-compliance with Continuing Education requirements. The
settlement resulted in a payment of $10 million to the NYSE.
Item 4. Purpose of Transaction
Item 4 is hereby supplementally amended as follows:
As previously reported, on August 2, 2005, the Issuer entered into
an Agreement and Plan of Merger (the "Merger Agreement") with First Reserve
Fund X, L.P., a Delaware limited partnership, CI Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of First Reserve (the "Merger
Subsidiary"), MLC, MLPFS, OCM Principal Opportunities Fund II, L.P., Audax
Chart LLC, Carl Marks Strategic Investments, L.P., Carl Marks Strategic
Investments III, L.P., Van Kampen Senior Loan Fund, GE Capital CFE, Inc.,
Arthur S. Holmes Trust U/A 03/04/03 and Christine H. Holmes Trust U/A 03/04/03
(collectively, the "Principal Shareholders"). On October 17, 2005, the Issuer
and certain of the Principal Shareholders, including the Reporting Persons,
completed the sale of their Shares pursuant to the terms of the Merger
Agreement. In connection therewith, the Investor Rights Agreement was also
terminated.
Page 7 of 8 Pages
Item 5. Interest in Securities of the Issuer.
According to information provided by the Issuer in the Merger
Agreement, the number of Shares outstanding was 5,360,409 as of July 18, 2005.
(a) (b) As of October 17, 2005, the Reporting Persons may no longer
be deemed to be the beneficial owner of any Shares.
(c) Except for the transactions described in Item 4 herein, there
have been no transactions effected with respect to the Shares since August 20,
2005 (60 days prior to the date hereof) by any of the Reporting Persons.
(d) Not applicable.
(e) As of October 17, 2005, each of the Reporting Persons ceased to
be the beneficial owners of more than five percent of the Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
Item 6 is hereby supplementally amended as follows:
The description of the termination of the Investor Rights Agreement
contained in Item 4 hereof is incorporated herein by reference.
Item 7. Material to be filed as Exhibits.
The Exhibit Index is incorporated herein by reference.
Page 8 of 8 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
Date: October 19, 2005 MERRILL LYNCH & CO., INC.
By: /s/ Jonathan N. Santelli
--------------------------
Name: Jonathan N. Santelli
Title: Attorney-in-Fact*
Assistant Secretary
Date: October 19, 2005 MERRILL LYNCH PIERCE FENNER & SMITH INC.
By: /s/ Jonathan N. Santelli
--------------------------
Name: Jonathan N. Santelli
Title: Attorney-in-Fact**
Assistant Secretary
------------------------
* Executed pursuant to a Power of Attorney, dated November 17, 1995, a copy of
which is attached as Exhibit 3 to the Initial Schedule 13D.
** Executed pursuant to a Power of Attorney, dated February 25, 1995, a copy
of which is attached as Exhibit 4 to the Initial Schedule 13D.