SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Rule 13d-101
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
Raytech Corporation
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(Name of Issuer)
Common Stock, $1.00 par value per share
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(Title of Class of Securities)
755103108
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(CUSIP Number)
Richard A. Lippe, Trustee
Raytech Corporation Asbestos Personal Injury Settlement Trust
c/o Meltzer, Lippe, Goldstein & Breitstone, LLP
190 Willis Avenue
Mineola, NY 11501
(516) 747-0300
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
07/07/2005
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(Date of Event which Requires Filing of this Statement)
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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 schedule because of 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 Rule 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 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).
Page 1 of 4 Pages
CUSIP No. 755103108
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(1) Names and I.R.S. Identification Nos.(entities only) of reporting persons.
Raytech Corporation Asbestos Personal Injury Trust
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(2) Check the appropriate box if a member of a group (see instructions) (a)|_|
(b)|X|
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(3) SEC use only.
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(4) Source of funds (see instructions).
WC
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(5) Check if disclosure of legal proceedings is required pursuant to Items |_|
2(d) or 2(e).
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(6) Citizenship or place of organization.
New York
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Number of shares beneficially owned by each reporting person with:
(7) Sole voting power:
37,813,320 (1)
(8) Shared voting power:
N/A
(9) Sole dispositive power:
37,813,320 (1)
(10) Shared dispositive power:
N/A
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(11) Aggregate amount beneficially owned by each reporting person.
37,813,320 (1)
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(12) Check if the aggregate amount in Row (11) excludes certain shares |_|
(see instructions).
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(13) Percent of class represented by amount in Row (11).
90.6% (1)
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(14) Type of reporting person (see instructions).
OO
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(1) Includes 3,228,888 shares of Common Stock of the Issuer to be acquired
by the Reporting Person in the manner more fully described in Item 4
below.
Page 2 of 4 Pages
Item 1. Security and Issuer.
This Amendment No. 6 amends and supplements the Schedule 13D filed
on February 15, 2002 (the "Schedule 13D") by the Reporting Person
with respect to the common stock, par value $1.00 per share (the
"Common Stock") of the Issuer. All capitalized terms used herein but
not otherwise defined have the meanings given to such terms in the
Schedule 13D.
Item 2. Identity and Background.
(a) N/A
(b) N/A
(c) N/A
(d) N/A
(e) N/A
(f) N/A
Item 3. Source and Amount of Funds or Other Consideration.
The information provided in response to Item 4 below is incorporated
herein by reference.
Item 4. Purpose of Transaction.
In connection with the plan of Raytech Corporation, Case No.
89-00293, confirmed by the United States Bankruptcy Court for the
District of Connecticut (the "Bankruptcy Court") on August 31, 2000,
we entered into an Agreement, dated June 8, 2000 (the "2000
Agreement"), and Settlement Agreement, dated October 31, 2001 (the
"2001 Agreement"), with the United States Environmental Protection
Agency, the Connecticut Department of Environmental Protection, and
FMC Corporation (collectively, the "Environmental Creditors") to
mutually resolve claims against the Issuer, Raymark Industries, Inc.
and Raymark Corporation. In consideration for the compromise of the
Environmental Creditors' claims, we entered into a Supplemental
Settlement Agreement, dated as of May 25, 2005 (the "2005
Agreement"), with the Environmental Creditors, which was fully
executed and delivered by the parties on July 7, 2005, whereby we
agreed to accelerate the settlement of the claims as originally set
forth in the 2000 Agreement and 2001 Agreement. The 2005 Agreement
accelerates the assignment by the Environmental Creditors, and the
acquisition by the Trust (the "Acquisition"), of, among other things,
(i) 3,228,888 shares of Common Stock (representing 7.6% of the issued
and outstanding Common Stock of the Issuer), (ii) claims to certain
assets of Raymark Industries, Inc., Raymark Corporation and Universal
Friction Composites (formerly related companies of the Issuer) and
(iii) tax benefits currently owned by the Environmental Creditors.
As agreed to in the 2001 Agreement, in exchange for the shares of
Common Stock, other assets and tax benefits, the Trust will pay the
Environmental Creditors cash consideration of $9,457,776.
The Acquisition is the first step in a series of transactions by
which the Trust intends to take the Issuer private through a
going-private transaction. The closing of the transactions
contemplated by the 2005 Agreement is subject to approval by the
Bankruptcy Court of the 2005 Agreement and the final disposition of
all comments of the SEC on the Trust's Schedule 13E-3 with respect to
the going-private transaction involving the Issuer. A copy of the
2005 Agreement is attached to this Amendment No. 6 as Exhibit 8.
After the consummation of the Acquisition described above, the Trust
will increase its beneficial ownership of Common Stock to 37,813,320
shares (or 90.6% of the Issuer's outstanding shares). The Trust
intends to merge the Issuer with a subsidiary, wholly owned by the
Trust, under the Delaware short-form merger statutes (the "Merger").
It is the intent of the Trust, and the purpose of the Acquisition and
the Merger, to cause the Issuer to file a Form 15 to deregister its
Common Stock under the Exchange Act and to delist its Common Stock
from the New York Stock Exchange.
Working capital of the Trust will used to pay the consideration to be
provided to the Environmental Creditors in the Acquisition and the
public shareholders in the Merger.
Item 5. Interest in Securities of the Issuer.
(a) The information provided in response to Item 4 above is
incorporated herein by reference.
(b) The information provided in response to Item 4 above is
incorporated herein by reference.
(c) N/A
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
The information provided in response to Item 4 above is incorporated
herein by reference. The 2005 Agreement discussed in Item 4 above is
filed as Exhibit 99.8.
Item 7. Material to be Filed as Exhibits.
EXHIBIT NUMBER TITLE
8 Supplemental Settlement Agreement,
dated of May 25, 2005 and
executed and delivered July 7,
2005, between the Raytech
Corporation Asbestos Personal
Injury Settlement Trust and
the Environmental Creditors
Page 3 of 4 Pages
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.
Raytech Corporation Asbestos Personal
Injury Settlement Trust
Date: 07/11/2005 /s/ Richard A. Lippe
Name: Richard A. Lippe
Title: Managing Trustee
The original statement shall be signed by each person on whose behalf the
statement is filed or his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of the filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement: Provided, however, That a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION--Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001). (Secs. 13(d), 13(g), 14(d), 23, 48
Stat. 894, 895, 901; sec. 8, 49 Stat. 1379; sec. 203(a), 49 Stat. 704; sec. 10,
78 Stat. 88a; Secs. 2, 3, 82 Stat. 454, 455; secs. 1, 2, 3-5, 84 Stat. 1497;
sec. 18, 89 Stat. 155; secs. 202, 203, 91 Stat. 1494, 1498, 1499; 15 U.S.C.
78m(d), 78m(g), 78n(d), 78w) [44 FR 2145, Jan. 9, 1979; 44 FR 11751, Mar. 2,
1979; 44 FR 70340, Dec. 6, 1979; 47 FR 11466, Mar. 16, 1982; 61 FR 49959, Sept.
24, 1996; 62 FR 35340, July 1, 1997; 63 FR 2867, Jan. 16, 1998; 63 FR 15287,
Mar. 31, 1998]
Page 4 of 4 Pages