GENTEK INC, 10-12B/A, 1999-03-22

GENTEK INC
10-12B/A, 1999-03-22
MOTOR VEHICLE PARTS & ACCESSORIES

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As filed with the Securities and Exchange Commission on March 22, 1999

File No. 001-14789

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Amendment No. 1
to
FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of
the Securities Exchange Act of 1934

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GenTek Inc.
(Exact name of registrant as specified in its charter)

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<S> <C>
Delaware 02-0505547
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

Liberty Lane 03842
Hampton, New Hampshire (Zip Code)
(Address of principal executive offices)
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Registrant's telephone number, including area code: (603) 929-2264

Securities to be registered pursuant to Section 12(b) of the Securities Exchange
Act of 1934:

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<CAPTION>
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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<S> <C>
Common Stock, New York Stock Exchange
par value $.01 per share
</TABLE>

Securities to be registered pursuant to Section 12(g) of the Act: None.

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EXPLANATORY NOTE

This Registration Statement on Form 10 has been prepared on a
prospective basis on the assumption that, among other things, the Spinoff (as
hereinafter defined) and the related transactions contemplated to occur prior to
or contemporaneously with the Spinoff will be consummated as contemplated by the
Information Statement which is a part of this Registration Statement. There can
be no assurance, however, that any or all of such transactions will occur or
will occur as so contemplated. Any significant modifications or variations in
the transactions contemplated will be reflected in an amendment or supplement to
this Registration Statement.

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CROSS-REFERENCE

GENTEK INC.

INFORMATION INCLUDED IN INFORMATION STATEMENT
AND INCORPORATED IN FORM 10 BY REFERENCE

CROSS-REFERENCE SHEET BETWEEN INFORMATION STATEMENT
AND ITEMS OF FORM 10

Item 1. Business.

The information required by this item is contained under the section
entitled "The GenTek Business" in the Information Statement dated __________
included herein as Annex I (the "Information Statement").

Item 2. Financial Information.

The information required by this item is contained under the
sections entitled "Selected Financial Data" and "The GenTek Business:
Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Information Statement.

Item 3. Properties.

The information required by this item is contained under the section
entitled "The GenTek Business--Properties" in the Information Statement.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The information required by this item is contained under the section
entitled "Beneficial Ownership of GenTek and General Chemical Group Common
Stock" in the Information Statement.

Item 5. Directors and Executive Officers.

The information required by this item is contained under the section
entitled "The GenTek Business: Management" in the Information Statement.

Item 6. Executive Compensation.

The information required by this item is contained under the section
entitled "The GenTek Business: Compensation of Directors and Executive Officers"
in the Information Statement.

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Item 7. Certain Relationships and Related Transactions.

The information required by this item is contained under the
sections entitled "Certain Relationships and Affiliate Transactions,"
"Arrangements Between GenTek and New GCG Relating to the Spinoff" and "Risk
Factors--Control by and Relationship with Principal Stockholder; Potential
Conflicts of Interest" in the Information Statement.

Item 8. Legal Proceedings.

The information required by this item is contained under the
sections entitled "The GenTek Business--Environmental Matters" and "The GenTek
Business--Legal Proceedings" in the Information Statement.

Item 9. Market Price of and Dividends on the Registrant's Common Equity and
Related Stockholder Matters.

The information required by this item is contained under the
sections entitled "Summary-- Questions and Answers about the Spinoff, GenTek and
New GCG," "The Spinoff," "Risk Factors-- Absence of a Trading Market; Possible
Volatility of Stock Price" and "Certain Provisions of Certificate of
Incorporation and Bylaws of GenTek--Dividends" in the Information Statement.

Based upon the number of record holders of Common Stock of The
General Chemical Group Inc. ("General Chemical Group") as of March 15, 1999, and
the distribution ratio of one share of Common Stock of GenTek Inc. for every
share of Common Stock of General Chemical Group, GenTek Inc. expects that the
number of record holders of Common Stock of GenTek Inc. will be 169 at the time
of such distribution of Common Stock of GenTek Inc.

Item 10. Recent Sales of Unregistered Securities.

On January 25, 1999, as part of its original incorporation, GenTek
Inc. issued 1,000 shares of its Common Stock for a total consideration of $10 to
New Hampshire Oak, Inc. ("New Hampshire Oak"), a wholly owned subsidiary of
General Chemical Group. New Hampshire Oak is and will be the sole shareholder of
GenTek Inc. until the Spinoff, as described in the section entitled "The
Spinoff" in the Information Statement, which section is incorporated herein by
reference. Before the Spinoff, GenTek Inc. will issue to New Hampshire Oak
additional shares of its Common Stock and will issue shares of its Class B
Common Stock, par value $.01 per share, such that the number of issued and
outstanding shares of Common Stock and Class B Common Stock of GenTek Inc. will
be the same as the number of shares of common stock and Class B common stock of
General Chemical Group then issued and outstanding. New Hampshire Oak will then
immediately distribute all such shares of GenTek Inc. to General Chemical Group.
Subsequent to the Spinoff, neither New Hampshire Oak nor General Chemical Group
will hold any equity interest in GenTek Inc.

Item 11. Description of Registrant's Securities to Be Registered.

The information required by this item is contained under the
sections entitled "Description of Capital Stock of GenTek" and "Certain
Provisions of Certificate of Incorporation and Bylaws of

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GenTek" in the Information Statement. Reference is also made to the Certificate
of Incorporation and Bylaws of GenTek Inc. which are set forth as Exhibits 3.01
and 3.02 hereto.

Item 12. Indemnification of Directors and Officers.

The information required by this item is contained under the section
entitled "Certain Provisions of Certificate of Incorporation and Bylaws of
GenTek--Indemnification and Limitation of Liability" in the Information
Statement. In addition, GenTek Inc. intends to obtain, procure and maintain
directors' and officers' liability insurance coverage generally consistent with
prevailing corporate practices.

Item 13. Financial Statements and Other Supplementary Data.

The information required by this item is contained under the section
entitled "GenTek Pro Forma Financial Statements" and in the "F-pages" in the
Information Statement. In addition, historical financial statements of Noma
Industries Limited, a Canadian company that is being acquired and will be a
subsidiary of GenTek Inc., are contained in Annex B to the Information
Statement. Also, Annex II hereto, which follows the Information Statement,
contains the Schedule II for valuation and qualifying accounts.

Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements.

The information required by this item is contained in the "Index to
Consolidated Financial Statements" on page F-1 of the Information Statement.
This Form 10 also includes the following financial statements: (i) GenTek Pro
Forma Financial Statements, which are contained in the Information Statement;
and (ii) the Consolidated Balance Sheets of Noma Industries Limited at December
31, 1998 and 1997, and the Consolidated Statements of Operations of Noma
Industries Limited for the three years ended December 31, 1998, which are
contained in Annex B to the Information Statement.

In addition, Annex II hereto, which follows the Information
Statement, contains the Schedule II for valuation and qualifying accounts.

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(b) Exhibits.

The following documents are filed as exhibits hereto:

<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C> <C>
2.01* Separation Agreement among The General Chemical Group
Inc., GenTek Inc., General Chemical Industrial Products Inc.
and General Chemical Corporation...................................
3.01 Amended and Restated Certificate of Incorporation of GenTek Filed herewith
Inc................................................................ electronically
3.02 Amended and Restated Bylaws of GenTek Inc.......................... Filed herewith
electronically
10.01* GenTek Inc. Restricted Unit Plan for Non-Employee Directors........
10.02* GenTek Inc. Annual Performance Incentive Plan......................
10.03* GenTek Inc. Long-Term Incentive Plan...............................
10.04* Employee Benefits Agreement among The General Chemical Group
Inc., General Chemical Industrial Products Inc., GenTek Inc. and
General Chemical Corporation.......................................
10.05* Transition Support Agreement between GenTek Inc. and The
General Chemical Group Inc.........................................
10.06* Tax Sharing Agreement between GenTek Inc. and The General
Chemical Group Inc.................................................
10.07* Intellectual Property Agreement among General Chemical
Corporation, The General Chemical Group Inc., GenTek Inc.
and General Chemical Industrial Products Inc.......................
10.08* Management Agreement between GenTek Inc. and Latona
Associates Inc.....................................................
10.09* Non-Interference Agreement between GenTek Inc. and Paul M.
Montrone...........................................................
10.10* Registration Rights Agreement between Paul M. Montrone and
the General Chemical Group Inc., as assumed by GenTek Inc.
with respect to Common Stock of GenTek Inc.........................
21.01 Subsidiaries of GenTek Inc......................................... Filed herewith
electronically
27.01 Financial Data Schedule............................................ Filed herewith
electronically
</TABLE>

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* To be filed by amendment.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized.

GENTEK INC.

March 19, 1999 By: /s/ Todd M. DuChene
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Name: Todd M. DuChene
Title: Vice President and Secretary

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ANNEX I

The information contained in this Information Statement is subject to completion
or amendment. A Registration Statement relating to GenTek Inc.'s Common Stock
has been filed with the Securities and Exchange Commission. These securities
will not be issued before the Registration Statement becomes effective. This
Information Statement shall not constitute an offer to sell or the solicitation
of an offer to buy these securities.

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The General Chemical Group Inc.

Fellow Shareholders: ___________, 1999

In January 1999, the Board of Directors of The General Chemical
Group Inc. announced that it intends to separate the company's manufacturing and
performance products segments from its industrial chemicals segment through a
Spinoff. The Board of Directors has concluded that shareholders can better
maximize the value of their investments if these two businesses are separated.
The Spinoff will give you a direct investment in two leaders in their respective
industries and is a major step in repositioning our businesses to enhance their
value to shareholders.

The General Chemical Group Inc. believes that its businesses are
facing divergent industry trends, which are expected to continue. The Spinoff
will enhance the businesses' access to the capital markets and enable the
management of each business to focus its attention and its company's resources
on the company's core business while pursuing the strategy that best suits that
business.

Following the Spinoff, GenTek Inc. (NYSE: GK) will operate the
manufacturing and performance products segments, and The General Chemical Group
Inc. (NYSE: GCG) will continue to operate the industrial chemicals segment.
GenTek Inc. will focus on increasing shareholder value through a combination of
value-enhancing acquisitions and internal growth. The General Chemical Group
Inc. will attempt to increase profitability by improving operating efficiency
and capitalizing on the expected recovery in the Asian and Latin American
economies, while also seeking selective strategic acquisitions and joint
ventures to complement its existing businesses and take advantage of the
emerging consolidation trend in the soda ash industry.

This Information Statement contains details on our businesses and
the Spinoff. If you have questions, however, please feel free to contact The
General Chemical Group Inc. Shareholder Services at 1-800-443-6474 (toll-free).

Best regards,

Paul M. Montrone
Chairman of the Board

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The General Chemical Group Inc.'s

Spinoff of

GenTek Inc.

[Logo]

THROUGH A 100% COMMON STOCK SPINOFF

Dear Shareholders:

In January 1999, the Board of Directors of The General Chemical
Group Inc. ("General Chemical Group") announced plans to separate the company's
manufacturing and performance products segments (the "GenTek Business") from its
industrial chemicals segment (the "Industrial Chemicals Business") through a
Spinoff. General Chemical Group will accomplish the Spinoff by transferring the
GenTek Business to its subsidiary, GenTek Inc. ("GenTek"), and distributing the
common stock of GenTek to General Chemical Group shareholders. General Chemical
Group will continue to operate the Industrial Chemicals Business. Following the
Spinoff, GenTek will operate the GenTek Business as a new independent public
company. We are pleased to announce that the Spinoff will occur on or about
__________, 1999.

If you own Common Stock of General Chemical Group on the Record Date
of __________, 1999, you will receive one share of GenTek Common Stock for every
share of Common Stock of General Chemical Group that you own. General Chemical
Group intends to distribute shares of GenTek Common Stock on __________, 1999.

You do not need to take any action for the Spinoff to occur. You do
not have to pay for the shares of GenTek Common Stock that you will receive in
the Spinoff, nor do you have to surrender or exchange shares of Common Stock of
General Chemical Group in order to receive shares of GenTek Common Stock. The
number of shares of Common Stock of General Chemical Group that you own will not
change as a result of the Spinoff. GenTek Common Stock will trade on the New
York Stock Exchange under the symbol "GK". Common Stock of General Chemical
Group will continue to trade on the New York Stock Exchange under the symbol
"GCG".

This Information Statement will give you information about GenTek
and the GenTek Business, as well as General Chemical Group and the Industrial
Chemicals Business after the Spinoff. We are enthusiastic about the Spinoff and
the separate public status of these two businesses. We encourage you to read
this document carefully to learn more about the two companies and the Spinoff.

Sincerely,

Todd M. DuChene
Secretary

__________, 1999

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TABLE OF CONTENTS

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Page
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Summary........................................................................1
Forward-looking Statements....................................................16
The Spinoff...................................................................17
Capitalization of GenTek......................................................24
Selected Financial Data.......................................................25
GenTek Pro Forma Financial Statements.........................................28
The GenTek Business: Management's Discussion and Analysis of
Financial Condition and Results of Operations............................32
The GenTek Business...........................................................40
The GenTek Business: Management...............................................53
The GenTek Business: Compensation of Directors and Executive Officers........56
Beneficial Ownership of GenTek and General Chemical Group Common Stock........65
Certain Relationships and Affiliate Transactions..............................69
Arrangements Between GenTek and New GCG relating to the Spinoff...............71
Risk Factors..................................................................78
Description of Capital Stock of GenTek........................................83
Certain Provisions of the Certificate Of
Incorporation and Bylaws of GenTek.......................................86
The Industrial Chemicals Business: Selected Financial Data...................88
The Industrial Chemicals Business Pro Forma Financial Statements..............90
The Industrial Chemicals Business: Discussion of Results.....................93
The Industrial Chemicals Business.............................................98
Industrial Chemicals Business: Management...................................112
Annual Meeting and Shareholder Proposals.....................................115
Available Information........................................................115
Index to Defined Terms.......................................................116
Index to Consolidated Financial Statements
of The General Chemical Group Inc.
(to be GenTek after the Spinoff)........................................F-1
Combined Financial Statements of the Industrial Chemicals Business.......Annex A
Consolidated Financial Statements of Noma Industries Limited.............Annex B
</TABLE>

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SUMMARY

This summary highlights selected information from this document, but
does not contain all the details of the Spinoff or GenTek, including information
that may be important to you. To better understand the Spinoff and GenTek, you
should carefully review this entire document. References in this document to
"General Chemical Group" mean The General Chemical Group Inc. before the
Spinoff, which includes both the GenTek Business and the Industrial Chemicals
Business. References in this document to "New GCG" or "New General Chemical
Group" mean The General Chemical Group Inc. and its subsidiaries after the
Spinoff. References in this document to "GenTek" mean GenTek Inc. and its
subsidiaries after the Spinoff.

Introduction

The Spinoff culminates an extensive process during which the Board
of Directors and management of General Chemical Group, working with its
financial advisors, have considered options to enhance the value of General
Chemical Group's businesses to its shareholders. The Board of Directors and
management of General Chemical Group believe that shareholder value will be
enhanced by separating the GenTek and Industrial Chemicals Businesses into two
separate, stand-alone companies. After the Spinoff, GenTek will be a diversified
manufacturer of industrial components and performance chemicals; New GCG will be
a producer of soda ash and calcium chloride.

The Spinoff will allow these two companies to focus on their
respective businesses while taking advantage of the divergent trends in their
industries. The Board of Directors of General Chemical Group believes that this
action is in the best interest of shareholders.

We have highlighted certain information in this Summary to explain
the Spinoff process and give you a better understanding of GenTek. We also have
included cross-references in the Summary to other portions of the document where
you will find more detailed information about these matters. We encourage you to
read the entire document.

Questions and Answers about
the Spinoff, GenTek and New GCG

Q: Why do the Spinoff now?

A: Divergent Strategic Directions. The Board of Directors of General Chemical
Group determined that the Spinoff is in the best interest of the company's
shareholders at this time because divergent industry trends have required
the GenTek and Industrial Chemicals Businesses to pursue increasingly
different strategies. The GenTek Business is pursuing a growth strategy;
it is focusing on increasing shareholder value through a combination of
value-enhancing acquisitions and internal growth. The Industrial Chemicals
Business will attempt to increase profitability by improving operating
efficiency and capitalizing on the expected recovery in the Asian and
Latin American economies, while also seeking selective strategic
acquisitions and joint ventures to complement its existing businesses and
take advantage of the emerging consolidation trend in the soda ash
industry. As independent organizations, each company will be better
positioned to pursue its own strategy and the opportunities suitable for
its own business.

Q: How could I benefit from the Spinoff?

A: Direct investment in two businesses. The Spinoff will give you a direct
investment in two businesses that are leaders in different industries:
GenTek, a diversified

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manufacturer of industrial components and performance chemicals; and New
GCG, a leading producer of soda ash and calcium chloride. General Chemical
Group believes that shareholders can better maximize the values of their
investments if these two businesses are separated.

Direct access to capital. Each company will have direct access to capital
markets and stock-based acquisition currency to finance its own expansion
and growth opportunities.

Focused management. Management of each company will concentrate its
attention and financial resources on the execution of a targeted strategic
plan. GenTek's management team will have the flexibility to pursue a
value-enhancing acquisition program, while New GCG's management will focus
on improving operating efficiency as well as seeking selective strategic
acquisitions and joint ventures to complement its existing businesses and
take advantage of the emerging consolidation trend in the soda ash
industry. In addition, each management's incentive compensation will be
directly tied to the performance of its own business.

Focused valuation. The financial markets will be able to focus on the
GenTek and Industrial Chemicals Businesses separately and more accurately
evaluate these two distinct businesses and their performance.

Q: What do I have to do to participate in the Spinoff?

A: Nothing. No proxy or vote is necessary for the Spinoff. If you own Common
Stock of General Chemical Group at the close of business on __________,
1999 (the Record Date for the Spinoff), shares of GenTek Common Stock will
be credited to your brokerage account, or certificates representing shares
of GenTek Common Stock will be mailed to you on the Spinoff Date, which
will be on or about __________, 1999. You do not need to mail in any
certificates of Common Stock of General Chemical Group to receive stock
certificates representing Common Stock of GenTek.

You will not receive new stock certificates for Common Stock of New GCG as
a result of the Spinoff, nor will the Spinoff change the number of shares
of Common Stock of New GCG that you own.

Q: When will the Spinoff happen?

A: __________, 1999. General Chemical Group will distribute all of the shares
of Common Stock of GenTek on the Spinoff Date, which will be on or about
_________, 1999. The effective time of the Spinoff will be at 5:00 p.m.
EST on that date, after which GenTek and its new shareholders will be the
sole beneficiaries of the GenTek Business and New GCG and its shareholders
will be the sole beneficiaries of the Industrial Chemicals Business.

Q: How many GenTek shares will I receive in the Spinoff?

A: You will receive one share of GenTek Common Stock for every share of
Common Stock of General Chemical Group that you own at the close of
business on the Record Date. Similarly, you will receive one share of
GenTek Class B Common Stock for every share of Class B Common Stock of
General Chemical Group that you own at the close of business on the Record
Date.

Example: If you own 100 shares of Common Stock of General Chemical Group
as of the close of business on ________, 1999, you will receive 100 shares
of GenTek Common Stock in the Spinoff.

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Q: Will GenTek's shares be listed on an exchange?

A: Yes. Common Stock of GenTek is expected to be listed on the New York Stock
Exchange under the symbol "GK". Regular trading in GenTek Common Stock
will begin on or about_____, 1999.

Q: What will happen to the listing of General Chemical Group's shares on the
New York Stock Exchange?

A: Nothing. The Common Stock of General Chemical Group will continue to be
listed on the New York Stock Exchange under the symbol "GCG".

Q: Will shares trade any differently as a result of the Spinoff?

A: Most likely, during part of __________, 1999. A regular public market for
GenTek Common Stock will not exist prior to the Spinoff Date. We expect,
however, that "when-issued" trading for GenTek Common Stock will develop
on or about the Record Date and continue through the Spinoff Date.

When-issued trading means that shares are traded prior to the time
certificates are actually available or issued and reflects the assumed
value of those shares after they have been issued (e.g., the assumed value
of GenTek Common Stock after the Spinoff). When-issued trading would lead
to the development of an orderly market and establish the trading price
for GenTek Common Stock after the Spinoff.

If when-issued trading develops, you may buy and sell shares of GenTek
Common Stock before the Spinoff Date. None of these trades, however, would
settle until after the Spinoff Date, when regular trading in GenTek Common
Stock has begun. If the Spinoff does not occur, all when-issued trading
will be null and void. If when-issued trading in GenTek Common Stock
occurs, the symbol on the New York Stock Exchange will be "GKwi".

General Chemical Group expects that its Common Stock will continue to
trade on a regular basis through the Spinoff Date, but any shares of
Common Stock of General Chemical Group sold between the Record Date and
the Spinoff Date will have a due bill attached representing GenTek Common
Stock to be distributed in the Spinoff.

In addition, between the Record Date and the Spinoff Date, the Common
Stock of General Chemical Group may also trade on a when-issued basis,
reflecting an assumed post-Spinoff value for New GCG Common Stock. If
such when-issued trading occurs, the symbol on the New York Stock Exchange
will be "GCGwi".

Q: Will the Spinoff affect the trading price of my General Chemical Group
shares?

A: Yes. General Chemical Group is separating itself into two public companies
through the Spinoff. Therefore, after the Spinoff, the trading price of
New GCG Common Stock should reflect only the Industrial Chemicals Business
and will initially be lower than the trading price of Common Stock of
General Chemical Group prior to the Spinoff.

The combined trading prices of GenTek Common Stock and New GCG Common
Stock after the Spinoff may not equal the trading price of Common Stock of
General Chemical Group prior to the Spinoff. In addition, until the market
has evaluated the separate operations of both companies, the trading price
of each company's Common Stock may fluctuate significantly.

Q: Will my dividends change?

A: General Chemical Group has been paying a regular quarterly cash dividend
of $.05 per share of Common Stock. After the Spinoff, the respective
Boards of Directors of

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GenTek and New GCG will be responsible for deciding if a dividend will be
paid and the amount of any dividend. Currently, GenTek anticipates paying
a regular quarterly cash dividend of $.05 per share after the Spinoff,
while New GCG does not expect to pay dividends. The dividend policies of
GenTek and New GCG are, however, subject to change. Dividend decisions for
each company will be based on, among other factors, its operating results
and financial requirements and the restrictions imposed by its financing
facilities.

Q: What are the tax consequences of the Spinoff to General Chemical Group's
shareholders?

A: General Chemical Group has received a private letter ruling from the
Internal Revenue Service (the "IRS") that the Spinoff generally will be
tax-free to General Chemical Group and its shareholders for Federal income
tax purposes. The U.S. Federal income tax consequences of this transaction
are described in more detail in "The Spinoff" section, under the heading
"Certain United States Federal Income Tax Consequences," beginning on page
___ and in the "Risk Factors" section, under the heading "Federal Income
Tax Consequences of Changes in Control following the Spinoff," beginning
on page ___.

Q: Are there risks relating to an investment in GenTek Common Stock?

A: The GenTek Business is subject to risks relating to, among other things,
general economic downturns, the highly competitive nature of its
end-markets, environmental laws and regulations, labor disruptions, the
Year 2000 problem, its ability to identify and consummate acquisitions and
successfully integrate acquired businesses, and its leverage and debt
service requirements. GenTek's separation from General Chemical Group
presents certain additional risks because the GenTek Business has never
operated independently, the GenTek Common Stock has no trading history and
because there are certain potential adverse Federal income tax
consequences should there be a change of control of GenTek or New GCG
after the Spinoff. These factors are described in greater detail in the
"Risk Factors" section beginning on page ___.

Q: Will New GCG and GenTek be related in any way after the Spinoff?

A: General Chemical Group will no longer own any GenTek Common Stock after
the Spinoff. GenTek and New GCG will be separate publicly owned companies.
Since one stockholder, Paul M. Montrone, controls a majority of the voting
rights of the stock of General Chemical Group and the Spinoff will be
through a pro rata distribution of GenTek stock to stockholders of General
Chemical Group, Mr. Montrone will control a majority of the voting rights
of the stock of both GenTek and New GCG. Mr. Montrone will also serve as
the Chairman of the Board of Directors of both companies. In addition,
GenTek and New GCG will have one other common director. For further
information, see the sections "Beneficial Ownership of GenTek and General
Chemical Group Common Stock" and "Certain Relationships and Affiliate
Transactions" beginning on pages ___ and ___, respectively.

GenTek and New GCG will enter into agreements to govern their relationship
after the Spinoff. These agreements will provide for each party to make
certain services, records and personnel available to the other. They will
also provide for separation between GenTek and New GCG of assets,
liabilities and responsibilities with respect to employee benefits and
compensation, taxes and for certain other matters. For a more

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detailed description of these agreements, see the section "Arrangements
Between GenTek and New GCG Relating to the Spinoff" beginning on page ___.

Q: What will New GCG look like after the Spinoff?

A: After the Spinoff, New GCG will continue to operate the Industrial
Chemicals Business and will be a leading producer of soda ash and calcium
chloride; New GCG will not conduct any of the businesses of General
Chemical Group's manufacturing or performance products segments.

The net revenues of the Industrial Chemicals Business were $261.5 million
in 1998 and $289.7 million in 1997. After giving pro forma effect to the
Spinoff and an initial borrowing under New GCG's financing facilities, New
GCG's consolidated long-term debt is expected to be approximately $150
million.

New GCG and the Industrial Chemicals Business are described in greater
detail in the sections "The Industrial Chemicals Business: Selected
Financial Statements" through "The Industrial Chemicals Business:
Management" on pages ___ through ___.

Q: Are there risks relating to an investment in New GCG shares?

A: The Industrial Chemicals Business is subject to risks relating to, among
other things, further reductions in soda ash prices worldwide, decreased
soda ash consumption globally, increases in worldwide soda ash production,
general economic downturns, environmental laws and regulations, U.S.
dollar exchange rates and the Year 2000 problem. The separation of the
GenTek and Industrial Chemicals Businesses presents additional risks for
New GCG because the Industrial Chemicals Business has never operated
independently, New GCG will be highly leveraged, certain General Chemical
Group executive officers will leave to join GenTek in connection with the
Spinoff, and there are certain potential adverse Federal income tax
consequences should there be a change of control of New GCG or GenTek
after the Spinoff. These factors are discussed in greater detail in the
sections "The Industrial Chemicals Business: Discussion of Results,"
beginning on page __, and "The Industrial Chemicals Business," beginning
on page ___.

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What We Have Already Accomplished to Prepare for the Spinoff

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<S> <C>
Board Appointments......... General Chemical Group, as the current sole
shareholder of GenTek, has identified six persons
to serve on the GenTek Board of Directors. All of
these persons are currently directors of General
Chemical Group and will be elected as directors of
GenTek on or prior to the Spinoff Date.

Paul M. Montrone will serve as the Chairman of the
Board of Directors of both GenTek and New GCG.
GenTek and New GCG will have one other common
director. The other four directors of GenTek will
resign as members of the Board of Directors of
General Chemical Group prior to the Spinoff, and
their replacements will be designated by the
remaining directors to form New GCG's Board of
Directors.

For further information, see the section "The
GenTek Business: Management" and "The Industrial
Chemicals Business: Management" beginning on pages
___ and ___, respectively.

Senior Management
Appointments............... The senior management of GenTek and New GCG will
include the executive officers of General Chemical
Group currently responsible for the GenTek
Business and the Industrial Chemicals Business,
respectively. These executives have extensive
experience in their respective industries.

Richard R. Russell will be the President and Chief
Executive Officer of GenTek. He has been the
President and Chief Executive Officer of General
Chemical Group since 1994. For further information
on management of GenTek, see the section "The
GenTek Business: Management" beginning on page
___.

John M. Kehoe, Jr. will be the President and Chief
Executive Officer of New GCG after the Spinoff. He
has had extensive experience managing substantial
public companies, including as President and Chief
Operating Officer of Wheelabrator Technologies,
Inc. since 1993. For further information on
management of New GCG, see "The Industrial
Chemicals Business: Management" beginning on page
___.
</TABLE>
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<PAGE>

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<TABLE>
<S> <C>
Arranging New Financing
Facilities................. To reflect the independent status of GenTek and
New GCG after the Spinoff, each company will have
its own separate financing facilities, which are
expected to be in place on or about the Spinoff
Date. The proceeds of these facilities will be
used in part to repay General Chemical Group's
existing borrowings from third parties.

At this time, General Chemical Group expects that,
immediately after the Spinoff, GenTek's
indebtedness for borrowed money will be about $490
million, and New GCG's indebtedness for borrowed
money will be about $150 million. The amount of
GenTek's anticipated indebtedness includes
approximately $240 million of additional debt
incurred and assumed in connection with the
pending acquisition of Noma Industries Limited.
See "The GenTek Business: Management's Discussion
and Analysis of Financial Condition and Results of
Operations" beginning on page __.

GenTek's indebtedness will be primarily borrowings
under a credit facility extended by banks. GenTek
expects that approximately $60 million would be
available under this facility for borrowings after
the Spinoff. New GCG's indebtedness will include
approximately $100 million of senior subordinated
notes and $50 million of borrowings under a
revolving credit facility extended by banks. New
GCG expects to have approximately $35 million of
availability under its revolving facility for
borrowings after the Spinoff.

General Chemical Group is finalizing the debt
financing of the two companies with banks and
other financial institutions. The specific terms
of the indebtedness of GenTek and New GCG will
depend on, among other things, the market
conditions for debt financing at the time of the
Spinoff. For further information, see "The
Spinoff" section, under the heading "Financing
Facilities," beginning on page ___.
</TABLE>
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<PAGE>

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<TABLE>
<S> <C>
Applied for New York
Stock Exchange Listing..... GenTek Common Stock is expected to trade on the
New York Stock Exchange. There is not currently a
public market for GenTek Common Stock, although a
"when-issued" trading market is expected to
develop on or before ______ 1999. GenTek will
apply to list the GenTek Common Stock on the New
York Stock Exchange under the symbol "GK" and
regular trading is expected to begin on the
Spinoff Date (i.e., on or about _____, 1999). For
further information, see "The Spinoff" section,
under the heading "Listing and Trading of GenTek
and New GCG Common Stock," beginning on page ___.

Received Internal Revenue
Service Tax Ruling......... General Chemical Group has received a private
letter tax ruling from the IRS to the effect that
the Spinoff, including the preSpinoff transfers of
assets and liabilities to separate the GenTek and
Industrial Chemicals Businesses, generally will be
tax-free to General Chemical Group and its
shareholders for Federal income tax purposes. For
further information, see "The Spinoff" section,
under the heading "Certain United States Federal
Income Tax Consequences," beginning on page ___.

Tax matters are complicated, and the tax
consequences of the Spinoff to you will depend on
your personal circumstances. You should consult
your own tax advisor for a full understanding of
the tax consequences to you of the Spinoff.

Requested Conversion of
Class B Common Stock....... In order to facilitate obtaining the private
letter ruling from the IRS concerning the tax-free
nature of the Spinoff, Mr. Montrone and his family
trusts have agreed to convert some of their shares
of Class B Common Stock into Common Stock of
General Chemical Group on or prior to the Record
Date. As a result of such conversion, the voting
power of the shares held or controlled by Mr.
Montrone and his family trusts will decrease from
89.9% to 80.6%. General Chemical Group believes
that, without such conversion of Class B Common
Stock, the Spinoff could have adverse tax
consequences to General Chemical Group.
</TABLE>
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Key Terms of the Spinoff
<TABLE>
<S> <C>
No Shareholder Action
Required................... No action is required by shareholders of General
Chemical Group to receive Common Stock of GenTek
in the Spinoff. You do not need to surrender
Common Stock of General Chemical Group to receive
Common Stock of GenTek in the Spinoff. The number
of shares of Common Stock of General Chemical
Group you own will not change as a result of the
Spinoff; those shares will represent Common Stock
of New GCG.

Record Date................ You need to own Common Stock of General Chemical
Group as of the close of business on __________,
1999 to receive Common Stock of GenTek in the
Spinoff.

Spinoff Ratio.............. You will receive one share of GenTek Common Stock
for every share of Common Stock of General
Chemical Group you owned as of the close of
business on __________, 1999. In addition, one
share of Class B Common Stock of GenTek will be
distributed in the Spinoff for every share of
Class B Common Stock of General Chemical Group to
the owners of record as of the close of business
on _______, 1999.

Shares to Be Distributed... All GenTek Common Stock owned by General Chemical
Group will be distributed in the Spinoff; after
the Spinoff, General Chemical Group will no longer
own any GenTek Common Stock. Based on 16,773,192
shares of Common Stock of General Chemical Group
outstanding (representing the number of shares of
Common Stock outstanding as of March 15, 1999,
plus the number of shares issued upon conversion
of Class B Common Stock of General Chemical Group
by Mr. Montrone and his family trusts), the same
number of shares of GenTek Common Stock will be
distributed in the Spinoff.

Mailing Date............... ChaseMellon Shareholder Services, L.L.C. (the
"Distribution Agent") will mail GenTek Common
Stock certificates to General Chemical Group
shareholders on or about __________, 1999.

You will not receive new stock certificates for
Common Stock of New GCG. Your current certificates
for Common Stock of General Chemical Group will be
the certificates for New GCG Common Stock after
the Spinoff.
</TABLE>
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Who Can Help Answer Your Questions

Shareholders of General Chemical Group or New GCG with questions about the
Spinoff or their shares should contact:

The General Chemical Group Inc. Shareholder Services
P.O. Box 1400
Pittsburgh, PA 15230
Telephone (toll free): 1-800-443-6474

After the Spinoff, shareholders of GenTek with questions about their shares
should contact:

GenTek Inc. Shareholder Services
P.O. Box 1400
Pittsburgh, PA 15230
Telephone (toll free): 1-800-443-6474

The agent responsible for the distribution of Common Stock of GenTek in the
Spinoff and acting as Distribution Agent and registrar for Common Stock of both
GenTek and New GCG after the Spinoff is:

ChaseMellon Shareholder Services, L.L.C.
85 Challenger Road
Overpeck Centre
Ridgefield Park, NJ 07660
Telephone (toll free): 1-800-756-3353

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GENTEK

The following information only highlights selected information about the
GenTek Business. You should read this information together with other
information about the GenTek Business, including the section "The GenTek
Business: Management's Discussion and Analysis of Financial Condition and
Results of Operations" beginning on page ___ and the section "The GenTek
Business" beginning on page ___.

<TABLE>
<S> <C>
The GenTek Business........ The GenTek Business, which consists of the
manufacturing and performance products segments of
General Chemical Group, is a diversified
manufacturer of industrial components and
performance chemicals. GenTek intends to build on
its strengths and create additional shareholder
value through a combination of value-enhancing
acquisitions and internal growth.

Financial Highlights....... In 1998 and 1997, the GenTek Business generated
net revenues of $443.9 million and $368.5 million,
respectively, representing increases of 20% and
12%, respectively, from the prior years.

Consistent with its strategy of pursuing
value-enhancing acquisitions, the GenTek Business
has made two acquisitions in 1999. In February
1999, it acquired Defiance, Inc. ("Defiance") in a
transaction that valued Defiance's equity at
approximately $57 million; and it is in the
process of acquiring all of the shares of Noma
Industries Limited ("Noma") for approximately $220
million (C$330 million). On a pro forma basis, the
GenTek Business' 1998 revenues and operating
profits would have been $805.6 million and $84.7
million, respectively, if these acquisitions had
been consummated on January 1, 1998.

Manufacturing Segment...... The GenTek Business' manufacturing segment
specializes in the design and production of
stamped and machined rocker arms, roller rocker
arms, roller followers and other precision,
highly-engineered metal components for the
automotive and industrial markets. The principal
end-customers of these products are
DaimlerChrysler, Ford and General Motors. The
manufacturing segment also produces fluid-handling
equipment for the automotive service market and
for industrial applications. The manufacturing
segment is currently undergoing a significant
expansion to accommodate new business awarded by
U.S. auto manufacturers, as well as pursuing
business in markets outside the United States.
</TABLE>
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<PAGE>

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<TABLE>
<S> <C>
Defiance, recently acquired by the GenTek
Business, is a manufacturer of specialty
antifriction bearings for the transportation
industry and a provider of vehicle testing
services, tooling design and preproduction dies
and components primarily for the automotive
industry. Defiance's acquisition increases the
range of products and services provided by the
manufacturing segment and allows for a more
complete product offering of valve-train-related
engine components to the automotive industry.

Noma Acquisition........... General Chemical Group has entered into an
agreement and launched a tender offer for the
acquisition of Noma, a leading North American
producer of insulated wire and wire-related
products for the automotive, appliance and
electronic industries. In 1998 and 1997, Noma
reported revenues of C$398.4 million and C$360.3
million, respectively. Noma's operating profits
were C$46.0 million in 1998 and C$40.5 million in
1997 (determined in accordance with Canadian
generally accepted accounting principles
("Canadian GAAP")).

Noma will add significant scale and scope to the
GenTek Business' manufacturing segment, providing
an additional platform for future growth. In
particular, Noma will further expand the GenTek
Business' product offerings to the automotive
industry and provide access to Noma's blue-chip
customer base in the growing consumer appliance
and electronic markets.

General Chemical Group's tender offer for Noma
values its equity at approximately $220 million
(C$330 million). General Chemical Group expects
that the Noma acquisition will be completed before
the Spinoff, and Noma will be part of the
manufacturing segment of the GenTek Business. The
Noma acquisition will be financed by borrowings
under General Chemical Group's credit facility.

Performance Products
Segment.................... The GenTek Business' performance products segment
provides a broad range of value-added products and
services to four principal markets: Pharmaceutical
and Personal Care, Environmental, Technology and
Chemical Processing. Its principal products
include antiperspirant and antacid active
ingredients, water treatment chemicals, specialty
agri chemicals, advanced lithographic printing
plates and related pressroom chemicals,
ultra-high-purity electronic chemicals, and a
range of chemical intermediates used in
photographic,
</TABLE>
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<PAGE>

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<TABLE>
<S> <C>
pulp and paper and other applications. The GenTek
Business also provides "closed loop" sulfuric acid
regeneration services, which significantly reduce
the waste streams generated by certain refineries
and chemical plants.

Competitive Strengths...... The GenTek Business has built a strong customer
base and enjoys a significant market share for a
majority of its product lines in both its
manufacturing and performance products segments.
Its management believes that its strong market
positions result from its competitive strengths:

High-quality, value-added products and
customer service;

Technological, marketing and distribution
expertise;

Low-cost manufacturing; and

Transactional and turnaround experience of
its management.

Strategy................... The GenTek Business aims to build upon its
strengths and create additional shareholder value
through the following initiatives:

Pursue value-enhancing acquisitions and
investments to generate incremental cash
flow;

Capitalize on favorable trends in existing
markets where legislation, consumer
preferences and increased outsourcing of
chemical manufacturing are expected to
result in growth opportunities for the
GenTek Business;

Enhance its competitive position by
expanding and diversifying product offerings
in both existing and new markets; and

Continue to improve operating efficiency
through capital expenditures designed to
enhance productivity and reduce energy, raw
material and labor costs.
</TABLE>
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<PAGE>

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Summary Historical and Pro Forma Financial Data

The Spinoff is treated as a reverse spinoff for financial statement
purposes because the greater proportion of General Chemical Group's assets and
operations will be held by GenTek after the Spinoff. Therefore, the Spinoff will
be reflected, for financial statement presentation, as if General Chemical Group
formed a new company consisting of the Industrial Chemicals Business (i.e., New
GCG) and distributed the stock of that company as a dividend to General Chemical
Group's stockholders, with the assets and operations of the GenTek Business
remaining with General Chemical Group after the Spinoff. Accordingly, General
Chemical Group's financial statements reflect the financial position and results
of operations of the GenTek Business as continuing operations and the financial
position and results of operations of the Industrial Chemicals Business as
discontinued operations. On an on-going basis, the GenTek financial statements
will consist of the GenTek Business and the New GCG financial statements will
consist of the Industrial Chemicals Business.

The following summary historical and pro forma financial data
highlights selected information for your benefit. The following information is
only a summary, and you should read it in conjunction with more detailed
information about the GenTek Business appearing in the rest of this document,
including the "Risk Factors" section beginning on page ___ and the General
Chemical Group (to be GenTek after the Spinoff) Consolidated Financial
Statements and notes thereto included in the "F-pages" of this Information
Statement. For a description of the basis of presentation of the historical
financial data of the GenTek Business, see Note 1 to the General Chemical Group
(to be GenTek after the Spinoff) Consolidated Financial Statements.

Because the GenTek Business did not actually operate as a separate,
stand-alone company during the periods depicted, it may have recorded different
results had it been operated independently of the Industrial Chemicals Business.
Therefore, the financial information presented below is not necessarily
indicative of the results of operations or financial position that would have
resulted if the GenTek Business had been a separate, stand-alone company during
the periods shown, or of its future performance as a separate, stand-alone
company.

The pro forma balance sheet data have been prepared on the basis
that the Spinoff, the acquisitions of Noma and Defiance, and all related
transactions, including the initial borrowings under GenTek's new financing
facility, had occurred at December 31, 1998. The pro forma statement of
operations data for the year ended December 31, 1998 have been prepared on the
basis that the Spinoff, the acquisitions of Noma and Defiance, and all related
transactions had occurred as of January 1, 1998. For a description of the pro
forma adjustments, see "GenTek Pro Forma Financial Statements" beginning on page
__. This pro forma financial information does not necessarily represent what the
financial position or results of operations of the GenTek Business would
actually have been had the Spinoff and all related transactions in fact occurred
on such date, or as of the beginning of such periods, or to be indicative of the
financial position or results of operations for the GenTek Business for any
future date or period.

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<PAGE>

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Summary Financial Data
<TABLE>
<CAPTION>
Proforma
1994 1995 1996 1997 1998 1998
--------- --------- --------- --------- --------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net revenues ................................. $ 275,767 $ 290,185 $ 330,120 $ 368,516 $ 443,919 $ 805,584
Gross profit ................................. 89,116 84,822 100,883 116,604 117,293(8) 182,929
Operating profit ............................. 34,997(1) 43,564 48,723(7) 67,526 51,721(9) 84,655
Interest expense (3) ......................... 20,813 12,927 10,747 8,855 14,624 35,888
Income from continuing operations before
income taxes and extraordinary item ...... 13,165(1) 32,835 39,200(7) 59,535 37,313 48,783
Income (loss) from continuing operations and
before extraordinary item ................ 7,155(1) (551)(10) 20,775(7) 33,274 41,069(10) 48,131
Income from discontinued operations .......... 21,150 21,644 25,833 23,041 10,299 9,620
Income before extraordinary item ............. 28,305(1) 21,093(2) 46,608(7) 56,315 51,368(10) 57,751
Net income (4) ............................... $ 20,102(1) $ 21,093(2) $ 46,608(7) $ 56,315 $ 47,707(10) $ 51,466
========= ========= ========= ========= ========= =========
Balance Sheet Data (at end of period):
Cash, cash equivalents and short-term
investments .............................. $ 28,143 $ 18,097 $ 50,091 $ 20,401 $ 61,310 $ 12,680
Total assets ................................. 252,037 259,773 274,298 389,818 536,818 762,993
Long-term debt (5) ........................... 304,750 291,495 234,609 258,004 357,531 473,525
Total equity (deficit) ....................... (216,831) (215,336) (119,753) (94,239) (54,696) (5,072)
Other Data:
Capital expenditures ......................... $ 21,538 $ 24,842 $ 19,231 $ 26,203 $ 33,737 $ 45,989
Depreciation and amortization (6) ............ 11,922 12,506 13,653 15,829 22,511 36,254
</TABLE>

- ----------
(1) Includes a one-time charge of $9.0 million ($5.4 million after tax) due to
litigation related to an incident at one of the GenTek Business'
manufacturing facilities.

(2) The financial statements reflect a nonrecurring charge to income tax
expense of $17.1 million for all years prior to 1995 related to Internal
Revenue Service examinations.

(3) Excludes interest expense allocated to discontinued operations.

(4) During 1994 and 1998, the General Chemical Group recorded extraordinary
losses of $8.2 million and $3.7 million, respectively, related to the
early retirement of certain outstanding indebtedness.

(5) Includes the current portion of long-term debt.

(6) Consolidated depreciation and amortization excluding amortization of
deferred financing costs.

(7) Includes a one-time charge of $6.8 million ($4.1 million after tax)
primarily related to awards made under a restricted unit plan, which
replaced certain prior equity programs. General Chemical Group recorded a
one-time charge of $12.5 million ($7.8 million after tax), and the amount
mentioned in the previous sentence related to the GenTek Business (the
continuing operations).

(8) Includes a one-time charge of $12.1 million ($7.3 million after tax or
$.33 per share) primarily due to an asset impairment writedown for two of
the GenTek Business' manufacturing facilities.

(9) Includes incremental accruals of $9.8 million ($5.9 million after tax or
$.27 per share) principally related to litigation and environmental
spending.

(10) Includes a nonrecurring gain of $19.5 million ($.89 per share) related to
an income tax settlement.

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<PAGE>

FORWARD-LOOKING STATEMENTS

This Information Statement includes forward-looking statements and
information that are based on the beliefs, plans, expectations and assumptions
of General Chemical Group and GenTek and on information currently available to
these entities. The words "may," "should," "expect," "anticipate," "intend,"
"plan," "continue," "believe," "seek," "estimate" and similar expressions used
in this Information Statement are intended to identify forward-looking
statements. The forward-looking statements in this Information Statement involve
certain risks, uncertainties and assumptions. Many of these factors are beyond
the ability of General Chemical Group or GenTek to control or predict. As a
result, the future actions, financial condition, results of operations and stock
price of GenTek could differ materially from those expressed in any
forward-looking statements.

The following factors, among others, in some cases have affected and
in the future could affect the actions, financial condition, results of
operations and stock price of the GenTek Business: (i) the degree of leverage of
GenTek and the financial and operating restrictions imposed by its debt
facilities; (ii) the cyclicality of the chemical and manufacturing industries,
together with the highly competitive nature of these industries; (iii) discovery
of any additional or unknown environmental contamination at the company's
facilities, possible modification of existing laws and regulations relating to
the protection of human health and the environment, and the adoption of new laws
and regulations in the future; (iv) GenTek's ability to identify suitable
acquisitions, complete such acquisitions at reasonable prices and on favorable
terms and conditions, and successfully integrate any acquired businesses into
the company's operations; (v) increases in the cost of energy or raw materials
used in the manufacture of the GenTek Business' products; (vi) susceptibility of
the GenTek Business to general economic conditions; (vii) GenTek's ability to
assess, mitigate and remediate the potential impact of the "Year 2000" problem,
in particular for Defiance (acquired recently) and Noma (acquisition pending);
and (viii) the ability of the GenTek Business to operate as an independent
business following the Spinoff. See also the factors described under the section
"Risk Factors" beginning on page ___.

GenTek does not intend to update publicly any forward-looking
statements, whether as a result of new information, future events or otherwise.
All subsequent written and oral forward-looking statements attributable to
General Chemical Group or GenTek, or persons acting on behalf of any of them,
are expressly qualified in their entirety by these cautionary statements.

<PAGE>

THE SPINOFF

Reasons for the Spinoff

The Board of Directors of General Chemical Group has determined that
the Spinoff is in the best interest of shareholders of General Chemical Group.
General Chemical Group believes shareholders can better maximize the value of
their investments if the GenTek and Industrial Chemicals Businesses are
separated.

The GenTek and Industrial Chemicals Businesses are developing
increasingly different strategies to address the divergent trends in their
respective industries. The GenTek Business, which consists of the manufacturing
and performance products segments of General Chemical Group, will focus on
increasing shareholder value through a combination of value-enhancing
acquisitions and internal growth. The Industrial Chemicals Business, which is a
leading producer of soda ash and calcium chloride, will attempt to increase its
profitability by improving its operating efficiency and capitalizing on the
expected recovery in the Asian and Latin American economies, while also
selectively seeking strategic acquisitions and joint ventures to complement its
existing businesses and take advantage of the emerging consolidation trend in
the soda ash industry. As independent organizations, each company will be able
to pursue more effectively its own strategy and the opportunities suitable for
its own business. See "The GenTek Business--Strategy" and "The Industrial
Chemicals Business--Strategy."

The Spinoff will enable each company to access the capital markets
independently, without the capital resource allocation issues present within the
combined General Chemical Group. In addition, such direct access will provide
each company with its own stock-based acquisition currency to finance expansion
and growth opportunities. The Spinoff will permit investors to make investment
decisions based on the operations and financial results of the individual
companies that will be separately and more accurately evaluated by the financial
markets.

The Spinoff will also enable management of each company to
concentrate its attention and financial resources on the execution of a targeted
strategic plan. The management team of the GenTek Business will have the
flexibility to pursue a value-enhancing acquisition program, while the
management of the Industrial Chemicals Business will be able to focus on
improving operating efficiency as well as selectively seeking strategic
acquisitions and joint ventures to complement its existing businesses and take
advantage of the emerging consolidation trend in the soda ash industry. The
Spinoff will also permit each company to offer management incentives more
directly tied to the performance of its business; each of GenTek and New GCG can
develop employee compensation and benefit programs more appropriate to its
individual operations, including stock-based and other incentive programs that
reward management and employees based on the success of their own operations.

Accordingly, General Chemical Group has concluded that the long-term
interests of both businesses are best served through the creation of two
separate, independent and focused corporations: GenTek focused on
value-enhancing acquisitions and its manufacturing and performance products
segments, and New GCG focused on soda ash and calcium chloride.

<PAGE>

Manner of Effecting the Spinoff

General Chemical Group will effect the Spinoff by delivering all of
the outstanding shares of GenTek Common Stock to the Distribution Agent for
distribution to the holders of record of Common Stock of General Chemical Group
as of the close of business on the Record Date of __________, 1999. The
distribution of GenTek Common Stock will be made on the basis of a distribution
ratio of one share of GenTek Common Stock for each share of Common Stock of
General Chemical Group held as of the close of business on the Record Date.
Similarly, one share of GenTek Class B Common Stock will be distributed in the
Spinoff for each share of Class B Common Stock of General Chemical Group owned
on the Record Date. The actual total number of shares of GenTek Common Stock and
Class B Common Stock to be distributed will depend on the number of shares of
Common Stock and Class B Common Stock of General Chemical Group outstanding as
of the Record Date. The Distribution Agent will credit the brokerage accounts of
General Chemical Group shareholders or will mail GenTek Common Stock
certificates to General Chemical Group shareholders on or about __________, 1999
(the "Spinoff Date"). The shares of GenTek Common Stock will be fully paid and
nonassessable and the holders thereof will not be entitled to preemptive rights.

No holder of Common Stock of General Chemical Group will be required
to pay any cash or other consideration for shares of GenTek Common Stock
received in the Spinoff or to surrender or exchange shares of General Chemical
Group Common Stock. On and after the Spinoff Date, certificates for shares of
Common Stock of General Chemical Group will represent the same shares of New
GCG. You will not receive new stock certificates for Common Stock of New GCG as
a result of the Spinoff.

Prior to the Spinoff, General Chemical Group will engage in a series
of internal restructuring transactions (the "Reorganization") to separate the
GenTek Business from the Industrial Chemicals Business. As a result, at the time
of the Spinoff, GenTek will hold, through its wholly owned subsidiary, General
Chemical Corporation, all the assets and liabilities related to the GenTek
Business, and New GCG will hold, through its wholly owned subsidiary, General
Chemical Industrial Products Inc., all the assets and liabilities related to the
Industrial Chemicals Business. GenTek and General Chemical Group will enter into
various agreements to govern their relationship after the Spinoff, including
making available to each other certain services, records and personnel. They
will also provide for separation between GenTek and New GCG of assets,
liabilities and responsibilities with respect to employee benefits and
compensation, taxes and for certain other matters. See "Arrangements Between
GenTek and New GCG Relating to the Spinoff."

Financing Facilities

To reflect the independent status of GenTek and New GCG after the
Spinoff, each company will have its own separate financing facilities. The
proceeds of initial borrowings under these facilities will be used in part to
repay General Chemical Group's existing borrowings from third parties, including
$240 million of additional debt expected to be incurred and assumed in
connection with the pending acquisition of Noma. General Chemical Group is
currently finalizing the terms of these financing facilities with banks and
other financial institutions and expects that these facilities will be in place
on or prior to the Spinoff Date.

At this time, management expects that GenTek will have a bank
facility (collectively, the "GenTek Financing Facility") of about $550 million,
of which approximately $490 million would be

<PAGE>

funded on or about the Spinoff Date, including approximately $240 million of
borrowings related to the acquisition of Noma. It is expected that approximately
$60 million would be available for borrowings after the Spinoff.

At this time, General Chemical Group expects that, after the
Spinoff, New GCG will have financing facilities (collectively, the "New GCG
Financing Facility") of about $185 million, of which approximately $150 million
would be funded on or about the Spinoff Date and approximately $35 million would
be available for future borrowings. The New GCG Financing Facility will include
approximately $100 million of senior subordinated notes and $50 million of
borrowings under a revolving credit facility extended by a bank syndicate. New
GCG expects to have approximately $35 million of availability under its
revolving facility for borrowings after the Spinoff.

General Chemical Group is finalizing the debt financing of the two
companies with banks and other financial institutions. The specific terms of
indebtedness of GenTek and New GCG will depend on, among other things, the
market conditions for debt financing at the time of the Spinoff. The pro forma
financial statements for GenTek and the Industrial Chemicals Business included
in this Information Statement have been prepared on the assumption that
borrowings under the GenTek Financing Facility and the New GCG Financing
Facility will bear interest at an annual rate of approximately 7% and 10%,
respectively, which are assumptions that management believes are reasonable for
purposes of preparing the pro forma financial statements. By comparison, the
1998 weighted average interest rate for borrowings by General Chemical Group was
7.9%. Management expects that the GenTek Financing Facility and the New GCG
Financing Facility will impose operating and financial restrictions on GenTek
and New GCG, respectively, including limitations on their ability to incur
additional indebtedness, pay dividends or make distributions in respect of their
Common Stock, create liens, or consolidate, merge or sell their assets. In
addition, it is expected that both GenTek and New GCG will be required to comply
with specified financial covenants and ratios. General Chemical Group expects
that restrictions under the GenTek Financing Facility to be similar to those
under General Chemical Group's existing bank facilities, while the New GCG
Financing Facility may impose more stringent requirements.

Conditions to the Spinoff

Paul M. Montrone holds or controls, including through trusts of
which he is the settlor and a co-trustee or of which he is the settlor and his
wife is the sole trustee with investment and voting discretion (collectively,
the "Montrone Trusts"), a total of 9,758,421 Class B Common Stock of General
Chemical Group, representing all of the Class B Common Stock and 89.9% of the
voting power of the capital stock of General Chemical Group. These shares of
Class B Common Stock also represent 47.1% of General Chemical Group's total
number of outstanding capital stock. In order to facilitate obtaining the
private letter ruling from the IRS concerning the tax-free nature of the
Spinoff, Mr. Montrone and the Montrone Trusts have agreed to convert 5,800,000
shares of Class B Common Stock into Common Stock on or prior to the Record Date
so that, as of the Record Date, the outstanding Class B Common Stock will
represent less than 20% of the total number of shares of outstanding Common
Stock and Class B Common Stock of General Chemical Group (the "Class B
Conversion"). The Class B Conversion is intended to result in the GenTek Class B
Common Stock distributed in the Spinoff representing less than 20% of the total
value of all of the shares of Common Stock and Class B Common Stock of GenTek.

<PAGE>

As a result of such conversion, the voting power of the shares held
or controlled by Mr. Montrone and the Montrone Trusts will decrease from 89.9%
to 80.6%. General Chemical Group believes that, without the Class B Conversion,
the Spinoff could have adverse tax consequences to General Chemical Group. See
"Beneficial Ownership of GenTek and General Chemical Group Common Stock."

The Spinoff is subject to a number of other conditions, including
(i) receipt of a favorable private letter ruling from the IRS concerning the
tax-free nature of the Spinoff, (ii) appropriate equity and debt market
conditions for the Spinoff, (iii) various regulatory approvals, (iv) closings
under the new financing facilities for each of GenTek and New GCG, and the
application of a portion of their proceeds to repay debt of General Chemical
Group, (v) receipt by General Chemical Group's Board of Directors of an
independent appraisal confirming that General Chemical Group's surplus is
sufficient to permit the dividend of GenTek shares without violating Section 170
of the Delaware General Corporation Law, and (vi) approval by the Board of
Directors of General Chemical Group of the final terms of the Spinoff, including
the formal declaration of a dividend to General Chemical Group's shareholders
and other specific actions necessary to the Spinoff.

General Chemical Group has received the private letter ruling from
the IRS. The significant pending regulatory approval is the Securities and
Exchange Commission's (the "SEC") declaration of the effectiveness of the
Registration Statement on Form 10 (the "Form 10") filed under the Securities
Exchange Act of 1934 (the "Exchange Act") to register the Common Stock of
GenTek. The Board of Directors of General Chemical Group does not intend to
waive this condition.

The Board of Directors of General Chemical Group may amend, modify
or abandon the Spinoff at any time prior to the Spinoff Date.

See also "Arrangements Between GenTek and New GCG Relating to the
Spinoff."

Effect of the Spinoff

Following the Spinoff, which will be effective at 5:00 p.m. EST on
the Spinoff Date, GenTek and New GCG will be separate public companies: GenTek
will operate the manufacturing and performance products segments of General
Chemical Group; and New GCG will operate the Industrial Chemicals Business.

The number and identity of shareholders of GenTek immediately after
the Spinoff generally will be the same as the number and identity of
shareholders of General Chemical Group on the Record Date. Immediately after the
Spinoff, GenTek expects to have approximately 169 holders of record of GenTek
Common Stock and approximately 16,773,192 shares of GenTek Common Stock
outstanding, based on the one-to-one distribution ratio of the Spinoff and the
number of record shareholders and outstanding shares of Common Stock of General
Chemical Group as of the close of business on March 15, 1999 and accounting for
the Class B Conversion. The actual number of shares of GenTek Common Stock to be
distributed will be determined as of the Record Date. In addition, a total of
3,958,421 shares of GenTek Class B Common Stock will be distributed to holders
of Class B Common Stock of General Chemical Group (based on the expected number
of outstanding shares of Class B Common Stock of General Chemical Group
following the Class B Conversion).

<PAGE>

Certain United States Federal Income Tax Consequences

The following is a discussion of the material Federal income tax
consequences of the Spinoff and the Reorganization and does not purport to be a
complete analysis or description of all potential tax effects of these
transactions. The discussion assumes that holders of Common Stock of General
Chemical Group will hold their Common Stock as a capital asset as of the
effective date of the Spinoff. The discussion does not address all of the tax
consequences that may be relevant to particular shareholders in light of their
personal circumstances or to taxpayers subject to special treatment under the
Federal income tax laws (for example, insurance companies, financial
institutions, broker-dealers, tax-exempt organizations, foreign corporations,
foreign partnerships or other foreign entities and individuals who are not
citizens or residents of the United States), and does not address any aspects of
state, local or foreign tax law.

The following discussion is based upon the provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), the U.S. Treasury
Regulations thereunder, and administrative rulings and judicial decisions in
effect as of the date of this Registration Statement. Subsequent legislative,
administrative or judicial changes or interpretations could affect the accuracy
of the statements or conclusions set forth herein. Any such change could apply
retroactively. Each stockholder of General Chemical Group is urged to consult
his or her own tax advisor as to the Federal, state, local and foreign tax
consequences of the transactions.

General Chemical Group has received a private letter ruling from the
IRS to the effect that the Spinoff and the Reorganization generally will be
tax-free to General Chemical Group and its shareholders. The private letter
ruling, which is dependent upon the accuracy of certain representations made by
General Chemical Group, provides that, among other things, for Federal income
tax purposes:

(i) No gain or loss will be recognized by General Chemical Group as
a result of the Spinoff and the Reorganization except for gain
attributable to certain intercompany transactions and gain attributable to
GenTek stock distributed in the Spinoff to any shareholder that is a
foreign person and that owns more than 5% of the Common Stock of General
Chemical Group as of the Record Date.

(ii) No gain or loss will be recognized by the shareholders of
General Chemical Group as a result of the Spinoff and the Reorganization.

(iii) Each General Chemical Group shareholder's tax basis in the
General Chemical Group Common Stock he or she holds immediately prior to
the Spinoff will be allocated between such General Chemical Group Common
Stock and the GenTek Common Stock that the shareholder receives in the
Spinoff in proportion to the respective fair market values of each.

(iv) Each General Chemical Group shareholder's holding period in the
GenTek Common Stock that the stockholder receives in the Spinoff will
include the period he or she held the General Chemical Group Common Stock.

General Chemical Group will provide appropriate information to enable General
Chemical Group's stockholders to allocate their tax basis in their General
Chemical Group shares between their New GCG Common Stock and GenTek Common
Stock.

<PAGE>

U.S. Treasury Regulations require each General Chemical Group
shareholder who receives GenTek Common Stock in the Spinoff to attach to his or
her Federal income tax return for the year in which the Spinoff occurs a
detailed statement setting forth such information as may be appropriate in order
to show the applicability of section 355 of the Code to the Spinoff. General
Chemical Group will provide the appropriate information to General Chemical
Group's stockholders after the Spinoff.

Listing and Trading of GenTek and New GCG Common Stock

General

The Common Stock of GenTek is expected to be approved for listing
(subject to notice of issuance) on the New York Stock Exchange (the "NYSE")
under the symbol "GK". After the Spinoff, the Common Stock of New GCG will
continue to be listed on the NYSE under the symbol "GCG".

Since General Chemical Group is separating itself into two public
companies through the Spinoff, the trading price of New GCG Common Stock should
reflect only the Industrial Chemicals Business and will initially be lower than
the trading price of Common Stock of General Chemical Group prior to the
Spinoff. In addition, there is currently no public trading market for GenTek
Common Stock. There can be no predictions, estimates or assurances about the
trading price for Common Stock of GenTek or of New GCG after the Spinoff. The
combined trading prices of GenTek Common Stock and New GCG Common Stock may
never equal or exceed the trading price of Common Stock of General Chemical
Group prior to the Spinoff. In addition, until GenTek Common Stock is fully
distributed, an orderly trading market develops and the market has fully
evaluated the separate operations of GenTek and New GCG, the trading prices of
their Common Stock may fluctuate significantly. The prices at which GenTek
Common Stock and New GCG Common Stock trade will be determined by the market and
may be influenced by many factors, including, among others, the depth and
liquidity of the market for such Common Stock, investor perception of the GenTek
Business or the Industrial Chemicals Business (as the case may be), the
financial results of GenTek or New GCG (as the case may be), the dividend
policies of the companies, sales of substantial amounts of GenTek Common Stock
or New GCG Common Stock (or the perception that such sales could occur) and
general economic and market conditions.

Listing and Trading between Record Date and Spinoff Date

GenTek Common Stock. A when-issued trading market for GenTek Common
Stock is expected to develop on or about the Record Date and continue through
the Spinoff Date. The term "when-issued" means that shares are traded prior to
the time certificates are actually available or issued. Prices at which the
GenTek Common Stock may trade on a when-issued basis or after the time
certificates are actually available or issued cannot be predicted. During the
period when GenTek Common Stock is subject to when-issued trading, its symbol on
the NYSE will be "GKwi". Even though when-issued trading may develop, none of
these trades would settle prior to the Spinoff Date, and if the Spinoff does not
occur, all when-issued trading will be null and void.

General Chemical Group Common Stock. General Chemical Group Common
Stock will continue to trade on a regular basis and is also expected to trade on
a when-issued basis, reflecting an assumed post-Spinoff value for New GCG Common
Stock. If when-issued trading in New GCG Common Stock is available, General
Chemical Group shareholders may trade their existing Common

<PAGE>

Stock prior to the Spinoff Date in either the when-issued market or in the
regular market for the trading of Common Stock of General Chemical Group.
General Chemical Group understands that if when- issued trading in its Common
Stock is not available, its shares will only trade on a regular basis; in that
case, the NYSE will require that shares of Common Stock of General Chemical
Group that are sold or purchased during the period from the Record Date through
the Spinoff Date be accompanied by "due bills", and that during such period
neither Common Stock of General Chemical Group nor the due bills may be
purchased or sold separately.

For trading in the regular market, the shares of General Chemical
Group Common Stock traded will be accompanied by due bills, which are
instruments evidencing the obligation of the transferor of those shares to
deliver the GenTek Common Stock to be distributed in the Spinoff with respect to
the shares being traded.

When-issued trading in New GCG Common Stock, if available, could
last from on or about the Record Date through the Spinoff Date. If a shareholder
trades in the when-issued market, he will have no obligation to transfer to a
purchaser of Common Stock of General Chemical Group those shares of GenTek
Common Stock that such shareholder receives in the Spinoff. If this when-issued
market develops, an additional listing for Common Stock of General Chemical
Group, identifiable by the trading symbol "GCGwi", will appear on the NYSE.
Differences may exist during this period between the price of Common Stock of
General Chemical Group and the combined value of when-issued GenTek Common Stock
plus New GCG Common Stock.

Affiliates

Shares of GenTek Common Stock issued in the Spinoff will be freely
transferable, except for securities received by persons who may be deemed to be
affiliates of GenTek under the Securities Act of 1933 (the "Securities Act").
Persons who may be deemed to be affiliates of GenTek after the Spinoff generally
include individuals or entities that control, are controlled by, or are under
common control with GenTek and will include certain directors and executive
officers of GenTek. Persons who are affiliates of GenTek generally will be
permitted to sell their shares of GenTek Common Stock received in the Spinoff
only pursuant to Rule 144 under the Securities Act. As a result, GenTek Common
Stock received by GenTek affiliates pursuant to the Spinoff may be sold if
certain provisions of Rule 144 under the Securities Act are complied with (e.g.,
the amount sold within a three-month period does not exceed the greater of one
percent of the outstanding GenTek Common Stock or the average weekly trading
volume for GenTek Common Stock during the preceding four week period, and the
securities are sold in "broker's transactions" and in compliance with certain
notice provisions under Rule 144).

Reasons for Furnishing this Document

This Information Statement is being furnished solely to provide
information to shareholders of General Chemical Group who will receive shares of
GenTek Common Stock in the Spinoff. It is not, and is not to be construed as, an
inducement or encouragement to buy or sell any securities of General Chemical
Group, GenTek or New GCG. The information contained in this Information
Statement is believed to be accurate as of the date set forth on its cover.
Changes may occur after that date, and General Chemical Group, GenTek and New
GCG will not update the information except in the normal course of their
respective public disclosures.

<PAGE>

CAPITALIZATION OF GENTEK

The following table sets forth, as of December 31, 1998, the
historical capitalization of GenTek, and such capitalization on an adjusted
basis to reflect the Spinoff, the acquisitions of Noma and Defiance, and related
transactions, including the initial borrowings under the GenTek Financing
Facility and the application of a portion of the proceeds of such borrowings to
repay General Chemical Group's existing borrowings from third parties, as if
such transactions had occurred prior to December 31, 1998. The Spinoff is
treated as a reverse Spinoff for financial statement purposes. See "Selected
Financial Data" for description of the accounting treatment of the Spinoff.

This table should be read in conjunction with the GenTek Pro Forma
Financial Statements, and the General Chemical Group (to be GenTek after the
Spinoff) Consolidated Financial Statements and the notes thereto included in the
"F-pages" of this Information Statement.

At December 31, 1998
----------------------------
Historical As Adjusted
------------ -------------
(In thousands)

Current Maturities of Long-Term Debt ......... $ 50,802 $ 16,730
--------- ---------
Long-Term Debt ............................... 306,729 473,525
--------- ---------
Stockholders' Equity
Common Stock ............................. 224 224
Additional Paid-in Capital ............... (182,563) (127,343)
Accumulated Comprehensive Income ......... (2,446) (2,446)
Treasury Stock ........................... (32,289) (32,289)
Retained Earnings ........................ 162,378 156,782
--------- ---------
Total Stockholders' Equity ............. (54,696) (5,072)
--------- ---------
Total Capitalization .................. $ 302,835 $ 485,183
========= =========

<PAGE>

SELECTED FINANCIAL DATA

The following selected financial data have been derived from and
should be read in conjunction with "The GenTek Business: Management's Discussion
and Analysis of Financial Condition and Results of Operations" and the General
Chemical Group (to be GenTek After the Spinoff) Consolidated Financial
Statements and notes thereto included in the "F-pages" of this Information
Statement. For a description of the basis of presentation of the historical
financial data of the GenTek Business, see note 1 to such Consolidated Financial
Statements.

The statement of operations data set forth below for each of the
three years in the period ended December 31, 1998 and the balance sheet data at
December 31, 1998 and 1997 are derived from the General Chemical Group (to be
GenTek after the Spinoff) Consolidated Financial Statements and notes thereto
included in the "F-pages" of this Information Statement. The statement of
operations data for the years ended December 31, 1996, 1995 and 1994 and the
balance sheet data at December 31, 1995 and 1994 are derived from financial
statements of General Chemical Group (to be GenTek after the Spinoff) not
included in this Information Statement. The General Chemical Group (to be GenTek
after the Spinoff) Consolidated Financial Statements as of December 31, 1998 and
1997 and for the three years ended December 31, 1998 have been audited by
Deloitte & Touche LLP, independent auditors.

Because the GenTek Business did not actually operate as a separate,
stand-alone business during the periods depicted, it may have recorded different
results had it been operated independently of the Industrial Chemicals Business.
Therefore, the financial information presented below is not necessarily
indicative of the results of operations or financial position that would have
resulted if the GenTek Business had been a separate, stand-alone business during
the periods shown, or of its future performance as a separate, stand-alone
business.

<PAGE>

Selected Financial Data

<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
--------- --------- --------- --------- ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:

Net revenues .............................................. $ 275,767 $ 290,185 $ 330,120 $ 368,516 $ 443,919
Gross profit .............................................. 89,116 84,822 100,883 116,604 117,293(8)
Operating profit .......................................... 34,997(1) 43,564 48,723(7) 67,526 51,721(9)
Interest expense (3) ...................................... 20,813 12,927 10,747 8,855 14,624
Income from continuing operations before income
taxes and extraordinary item .......................... 13,165(1) 32,835 39,200(7) 59,535 37,313
Income (loss) from continuing operations
before extraordinary item ............................. 7,155(1) (551)(2) 20,775(7) 33,274 41,069(10)
Income from discontinued operations ....................... 21,150 21,644 25,833 23,041 10,299
Income before extraordinary item .......................... 28,305(1) 21,093(2) 46,608(7) 56,315 51,368(10)
Net income (4) ............................................ $ 20,102(1) $ 21,093(2) $ 46,608(7) $ 56,315 $ 47,707(10)
========= ========= ========= ========= =========
Earnings per common share - basic:(11)

Income (loss) from continuing operations .................. .36 (.03) .98 1.55 1.95
Income from discontinued operations ....................... 1.07 1.10 1.21 1.08 .49
Extraordinary item - loss on extinguishment of
debt (net of tax) ..................................... .41 -- -- -- .17
--------- --------- --------- --------- ---------
Net income ........................................ 1.02 1.07 2.19 2.63 2.27

Earnings per common share - assuming
dilution:(11)

Income (loss) before continuing operations ................ .36 (.03) .95 1.48 1.88
Income from discontinued operations ....................... 1.07 1.10 1.18 1.02 .47
Extraordinary item - loss from extinguishment of
debt (net of tax) ..................................... .41 -- -- -- .17
--------- --------- --------- --------- ---------
Net income ........................................ 1.02 1.07 2.13 2.50 2.18

Balance Sheet Data (at end of period):

Cash, cash equivalents and short-term
investments ........................................... $ 28,143 $ 18,097 $ 50,091 $ 20,401 $ 61,310
Total assets .............................................. 252,037 259,773 274,298 389,818 536,818
Long-term debt (5) ........................................ 304,750 291,495 234,609 258,004 357,531
Total equity (deficit) .................................... (216,831) (215,336) (119,753) (94,239) (54,696)
Other Data:
Capital expenditures ...................................... $ 21,538 $ 24,842 $ 19,231 $ 26,203 $ 33,737
Depreciation and amortization (6) ......................... 11,922 12,506 13,653 15,829 22,511
</TABLE>

<PAGE>

- ----------
(1) Includes a one-time charge of $9.0 million ($5.4 million after tax) due to
litigation related to an incident at one of the GenTek Business'
manufacturing facilities.

(2) The financial statements reflect a nonrecurring charge to income tax
expense of $17.1 million for all years prior to 1995 related to Internal
Revenue Service examinations.

(3) Excludes interest expense allocated to discontinued operations.

(4) During 1994 and 1998, the General Chemical Group recorded extraordinary
losses of $8.2 million and $3.7 million respectively, related to the early
retirement of certain outstanding indebtedness.

(5) Includes the current portion of long-term debt.

(6) Consolidated depreciation and amortization excluding amortization of
deferred financing costs.

(7) Includes a one time charge of $6.8 million ($4.1 million after tax)
primarily related to awards made under a restricted unit plan, which
replaced certain prior equity programs. General Chemical Group recorded a
one-time charge of $12.5 million ($7.8 million after tax), and the amount
mentioned in the previous sentence related to the GenTek Business (the
continuing operations).

(8) Includes a one-time charge of $12.1 million ($7.3 million after tax or
$.33 per share) primarily due to an asset impairment writedown for two of
the GenTek Business' manufacturing facilities.

(9) Includes incremental accruals of $9.8 million ($5.9 million after tax or
$.27 per share) principally related to litigation and environmental
spending.

(10) Includes a nonrecurring gain of $19.5 million ($.89 per share) related to
an income tax settlement.

(11) Basic earnings per common share calculations are based on is the weighted
average number of shares outstanding during the periods indicated. Diluted
earnings per common share assume the foregoing and, in addition, the
exercise of all stock options and restricted units.

<PAGE>

GENTEK PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma balance sheet and statements of
operations of the GenTek Business have been derived from the historical
financial statements of General Chemical Group included elsewhere in this
Information Statement. These statements should be read in conjunction with "The
GenTek Business: Management's Discussion and Analysis of Financial Condition and
Results of Operations" and the General Chemical Group (to be GenTek after the
Spinoff) Consolidated Financial Statements included in the "F-pages" of this
Information Statement.

The pro forma balance sheet of the GenTek Business has been prepared
on the basis that the Spinoff, the acquisitions of Noma and Defiance, and all
related transactions, including the initial borrowings under the GenTek
Financing Facility and the application of a portion of the proceeds of such
borrowings to repay certain indebtedness of General Chemical Group to third
parties, had occurred at December 31, 1998. The pro forma statement of
operations for the year ended December 31, 1998 has been prepared on the basis
that the Spinoff, the acquisitions of Noma and Defiance, and all related
transactions had occurred as of January 1, 1998.

The results of operations of the Industrial Chemicals Business are
reflected as discontinued operations in the General Chemical Group (to be GenTek
after the Spinoff) Consolidated Financial Statements.

The pro forma adjustments, as described in the notes to the pro
forma balance sheet and statements of operations, are based on currently
available information and certain adjustments that management believes are
reasonable. This pro forma financial information does not necessarily represent
what the financial position or results of operations of the GenTek Business
would actually have been if the Spinoff and all related transactions had in fact
occurred on such date, or as of the beginning of such periods, or to be
indicative of its financial position or results of operations of the GenTek
Business for any future date or period.

The historical financial statements of Noma included in Annex B of
this Information Statement are stated in Canadian dollars and presented in
accordance with Canadian GAAP. For purposes of the pro forma presentation,
Noma's historical financial data have been reconciled to US GAAP and translated
into US dollars.

<PAGE>

GenTek Pro Forma Balance Sheet

<TABLE>
<CAPTION>
December 31, 1998
---------------------------------------------------------------------------------------
GCG
Historical Defiance Noma(*) Adjustments Pro Forma
--------------- -------------- --------------- ------------------- ----------------
(In thousands)
Assets
<S> <C> <C> <C> <C> <C>
Current assets:
Cash and cash equivalents $ 61,310 $ 297 $ 5,945 $130,512 (a) $ 12,680
446,015 (b)
(352,585)(c)
(1,814)(d)
(277,000)(e)
Receivables, net ......................... 60,620 19,078 26,500 -- 106,198
Inventories .............................. 37,619 3,762 25,951 -- 67,332
Deferred income taxes .................... 11,494 601 -- -- 12,095
Other current assets ..................... 826 3,044 5,740 -- 9,610
--------- ------- --------- --------- ---------
Total current assets ..................... 171,869 26,782 64,136 (54,872) 207,915
Property, plant and equipment, net ........... 196,526 33,913 36,796 -- 267,235
Other assets ................................. 93,131 5,879 25,412 3,600 (b) 287,815
* * (2,343)(c) *
162,136 (e)
Net assets of discontinued operations ........ 75,292 -- 28 (75,292)(f) 28
--------- ------- --------- --------- ---------
Total assets ............................. $ 536,818 $66,574 $ 126,372 $ 33,229 $ 762,993
========= ======= ========= ========= =========

Liabilities and Equity (Deficit)
Current liabilities:
Accounts payable ......................... $ 42,813 $ 5,379 $ 6,986 $ $ 55,178
Accrued liabilities ...................... 51,965 5,341 19,364 76,670
Income taxes payable ..................... 8,960 625 9,585
Current portion of long-term debt ........ 50,802 2,923 13,275 (50,270)(c) 16,730
--------- ------- --------- --------- ---------
Total current liabilities ................ 154,540 13,643 40,250 (50,270) 158,163
Long-term debt ............................... 306,729 10,392 7,665 449,615 (b) 473,525
(300,876)(c)
Other liabilities ............................ 130,245 3,234 2,898 136,377
--------- ------- --------- --------- ---------
Total liabilities ........................ 591,514 27,269 50,813 98,469 768,065
Equity (deficit) ............................. (54,696) 39,305 75,559 130,512 (a) (5,072)
(3,782)(c)
(1,814)(d)
(114,864)(e)
(75,292)(f)
--------- ------- --------- --------- ---------
Total liabilities and equity (deficit) ... $ 536,818 $66,574 $ 126,372 $ 33,229 $ 762,993
========= ======= ========= ========= =========
</TABLE>

<PAGE>

- ----------------

(*) Noma's balance sheet data have been converted from C$ into US$ at the rate
of C$1.53 = US$1.00, representing the C$/US$ exchange rate on December 31,
1998.

(a) To record the receipt of $130.5 million from the Industrial Chemical
Business, which will be used to repay existing indebtedness of General
Chemical Group.

(b) To record (i) the incurrence of an estimated $449.6 million of debt, and
(ii) the payment of an estimated $3.6 million of fees to obtain new
borrowings.

(c) To record the retirement of existing indebtedness and the extraordinary
loss related to the extinguishment, net of the portion to be paid by the
Industrial Chemical Business.

(d) To record estimated costs to be incurred prior to the Spinoff which are
directly attributable to the Spinoff and related transactions, net of the
portion to be paid by the Industrial Chemical Business.

(e) To record the acquisition of Noma and Defiance. The excess of the purchase
price over the net book value of $144.4 million for Noma and $17.7 million
for Defiance is recorded as other assets in the absence of any preliminary
valuations.

(f) To record the distribution of the Industrial Chemical Business.

<PAGE>

GenTek Pro Forma Statement of Operations

<TABLE>
<CAPTION>
Year Ended December 31, 1998
--------------------------------------------
GCG Historical Defiance Noma(*) Adjustments Pro Forma
----------------- -------------- --------- ------------- -----------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Net revenues ........................................... $ 443,919 $ 93,010 $ 268,655 $ -- $ 805,584
Cost of sales .......................................... 326,626 73,686 216,938 5,405 (a) 622,655
Selling, general and administrative
expense .............................................. 65,572 11,754 18,938 2,000 (b) 98,264
--------- --------- --------- --------- ---------
Operating profit ....................................... 51,721 7,570 32,779 (7,405) 84,665
Interest expense ....................................... 14,624 999 2,369 17,896 (c) 35,888
Interest income ........................................ 1,165 -- 1,165
Foreign currency transaction losses .................... 629 -- 629
Other expense, net ..................................... 320 210 -- 530
--------- --------- --------- --------- ---------
Income from continuing operations before income
taxes and extraordinary item ......................... 37,313 6,361 30,410 (25,301) 48,783
Income tax provision ................................... (3,756) 2,129 10,148 (7,869) (d) 652
--------- --------- --------- --------- ---------
Income from continuing operations and before
extraordinary item ................................... 41,069 4,232 20,262 (17,432) 48,131
Income (loss) from discontinued operations ............. 10,299 -- (679) 9,620
--------- --------- --------- --------- ---------
Income before extraordinary item ....................... 51,368 $ 4,232 $ 19,583 (17,432) 57,751
Extraordinary item - loss from extinguishment
of debt (net of tax) ................................ 3,661 -- 2,624 -- 6,285
--------- --------- --------- --------- ---------
Net income(f) .......................................... $ 47,707 $ 4,232 $ 16,959 $ (17,432) $ 51,466
========= ========= ========= ========= =========

Income from continuing operations per share.......... 2.47(e)
</TABLE>

- ----------

(*) Noma's statement of operations data have been converted from C$ into US$
at the rate of C$1.48 = US$1.00, representing the 1998 average monthly
C$/US$ exchange rate.

(a) To record incremental goodwill amortization of $5.4 million based upon an
estimated 30 year life.

(b) To record estimated incremental general and administrative expenses
expected to be incurred as a result of the GenTek Business operating as a
stand-alone entity.

(c) To record an increase in interest expense from the amounts included in the
historical financial statements to reflect the estimated interest expense
based on the incurrence of $449.6 million in debt at an assumed weighted
average borrowing rate of 7% and to reflect the amortization of debt
issuance cost associated with the new borrowings. A fluctuation of 0.125%
in the assumed weighted average borrowing rate would change the pro forma
interest expense by $613,000.

(d) To reflect the estimated tax effect of the pro forma adjustments.

(e) Pro forma earnings per share is computed on an estimated 20.8 million
shares of GenTek Common Stock to be issued in the Spinoff.

(f) Excludes the impact of one-time charges directly related to the Spinoff
and the early extinguishment of debt of $9.3 million ($5.6 million net of
tax).

<PAGE>

THE GENTEK BUSINESS:
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

GenTek Business' manufacturing segment accounted for approximately
29% of the GenTek Business' revenues in each of 1998 and 1997, and the
performance products segment accounted for approximately 71% of revenues in each
of 1998 and 1997. The acquisition of Defiance in February 1999 and the pending
acquisition of Noma will significantly increase the revenues generated by the
manufacturing segment of the GenTek Business. On a pro forma basis giving effect
to these acquisitions, the manufacturing segment would have accounted for
approximately 61% of GenTek Business' revenues in 1998, with the performance
products segment accounting for the other 39%.

Since 1997, the GenTek Business has made various strategic
acquisitions:

In March 1999, it entered into an agreement and launched a tender
offer for the acquisition of all the shares of Noma for
approximately $220 million (C$330 million). Noma is a leading North
American producer of insulated wire and wire-related products for
the automotive, appliance and electronic industries.

In February 1999, it acquired Defiance, a leading manufacturer of
specialty antifriction bearings for the transportation industry and
a provider of vehicle testing services, tooling design and
preproduction dies and components primarily for the automotive
industry.

In April 1998, it acquired Reheis, Inc. ("Reheis"), a world-wide
leader in the manufacture of the active chemical ingredients in
antiperspirants and over-the-counter antacids.

In February 1998, it acquired Sandco Automotive Ltd. ("Sandco
Automotive"), a Canadian manufacturer of stamped automobile engine
components, principally rocker arms and roller followers.

In July 1997, it acquired Peridot Holdings Inc. ("Peridot"), a
leading manufacturer and supplier of sulfuric acid and water
treatment chemicals for the industrial, pharmaceutical, water
treatment, pulp and paper and electronics markets. Peridot has since
been merged into a subsidiary of the GenTek Business.

Defiance, Reheis, Peridot and Sandco, with combined annual revenues
of nearly $200 million, have significantly expanded the GenTek Business'
portfolio of assets. Noma, with 1998 revenues of C$398.4 million (or $265
million), will add significant scale and scope to the GenTek Business'
manufacturing segment, providing an additional platform for future growth. In
particular, Noma will further expand the GenTek Business' product offerings to
the automotive industry and provide access to Noma's blue-chip customer base in
the consumer appliance and electronic markets. These acquisitions have been, and
the Noma acquisition is being, funded through existing cash and borrowings under
General Chemical Group's credit facility.

<PAGE>

Results of Operations

The following table sets forth the statement of operations data of
the GenTek Business for the three years ended December 31, 1998, and the
percentage of the net revenues of the GenTek Business for the relevant period
presented.

<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------------------------------------------
1996 1997 1998
---------------------------- ------------------------- -----------------------
(Dollars in millions)
<S> <C> <C> <C> <C> <C> <C>
Net revenues ................................. $330.1 100% $368.5 100% $443.9 100%
Cost of sales ................................ 229.2 69 251.9 68 326.6(2) 74
------ --- ------ --- ------ ---
Gross profit ................................. 100.9 31 116.6 32 117.3 26
Selling, general and administrative
expense .................................. 52.2(1) 16 49.1 13 65.6(3) 14
------ --- ------ --- ------ ---
Operating profit ............................. 48.7 15 67.5 19 51.7 12
Interest expense ............................. 10.7 3 8.9 2 14.6 3
Interest income .............................. 1.4 -- 1.5 -- 1.2 --
Foreign currency transaction
(gains)/losses ........................... (.1) -- .4 -- .6 --
Other expense, net ........................... .3 -- .3 -- .3 --
------ --- ------ --- ------ ---
Income from continuing operations
before income taxes and
extraordinary item ....................... 39.2 12 59.5 16 37.3 9
Income tax provision ......................... 18.4 6 26.2 7 (3.7)(4) --
------ --- ------ --- ------ ---
Income from continuing operations
before extraordinary item ................ 20.8 6 33.3 9 41.1 9
Income from discontinued
operations ............................... 25.8 8 23.0 6 10.3 2
------ --- ------ --- ------ ---
Income before extraordinary
operations ............................... 46.6 14 56.3 15 51.4 11
Extraordinary item-loss from
extinguishment of debt
(net of tax) ............................. -- -- -- -- 3.7 --
------ --- ------ --- ------ ---
Net income ................................... $ 46.6 14% $ 56.3 15% $ 47.7 11%
====== === ====== === ====== ===
</TABLE>

- --------------------
Note: Amounts may not total due to rounding.

(1) Includes a one-time charge of $6.8 million ($4.1 million after-tax) due
primarily to awards made under a restricted unit plan, which replaced
certain prior equity programs.

(2) Includes a one-time charge of $12.1 million ($7.3 million after tax)
primarily due to an asset impairment writedown for two of the General
Chemical Group's manufacturing facilities.

(3) Includes incremental accruals of $9.8 million ($5.9 million after tax)
principally related to litigation and environmental spending.

(4) Includes a nonrecurring gain of $19.5 million related to an income tax
settlement.

1998 Compared with 1997

Net revenues were $443.9 million for 1998 compared with $368.5
million for 1997. This increase was due to higher sales in both the
manufacturing and performance products segments. The increase in sales of the
manufacturing segment reflects higher unit volumes. The increase in sales of the
performance products segment was due to the acquisitions of Reheis and Peridot.

<PAGE>

Gross profit of $117.3 million was $.7 million above the prior
year's level. This increase was principally due to increases in sales resulting
from acquired businesses in the performance products segment and higher volumes
in the manufacturing segment, partially offset by a one-time charge of $12.1
million recorded in 1998, principally related to an asset impairment writedown
for two of the GenTek Business' manufacturing facilities. Excluding the effect
of one-time charges, gross profit as a percentage of sales was 29% for 1998
versus 32% for 1997, primarily due to the lower margins of the acquired
businesses.

Selling, general and administrative expense as a percentage of net
revenues was 14% in 1998 versus 13% for 1997. This increase is principally due
to incremental accruals of $9.8 million in 1998 principally related to
litigation and environmental spending.

Interest expense increased by $5.7 million in 1998 from 1997 due to
higher outstanding debt balances as a result of acquisitions.

Income from the Industrial Chemicals Business, recorded as
discontinued operations, was $10.3 million for 1998 versus $23.0 million for
1997. This decrease was due to weaker pricing and lower export soda ash volumes
to Asia.

Net income was $47.7 million for 1998 versus $56.3 million for 1997.
This decrease was due to the foregoing reasons and a $3.7 million extraordinary
item related to the early extinguishment of debt, substantially offset by a
nonrecurring gain of $19.5 million related to an income tax settlement.

1997 Compared with 1996

Net revenues were $368.5 million for 1997 compared with $330.1
million for 1996, representing an increase of 12%. Approximately half of this
increase was due to higher sales of the performance products segment as the
result of the acquisition of Peridot on July 1, 1997. The other half of the
increase was due to higher manufacturing segment sales as a result of increased
volume and product mix improvements toward higher-value-added automotive engine
components.

Gross profit of $116.6 million for 1997 was $15.7 million, or 16%,
higher than the prior year level, principally due to the above-mentioned higher
sales levels. Gross profit as a percentage of sales was 32%, essentially at the
prior year level.

Selling, general and administrative expense as a percentage of net
revenues decreased from 16% in 1996 to 13% in 1997. This decrease was
principally due to the recording of a one-time charge in 1996 of $6.8 million
related primarily to a new General Chemical Group restricted unit plan which
replaced certain prior equity programs.

The $1.8 million decrease in interest expense for 1997 compared with
1996 was primarily due to lower outstanding debt balances during the first six
months of 1997.

Income from the Industrial Chemicals Business, recorded as
discontinued operations, was $23.0 million for 1997 versus $25.8 million for
1996. This decrease was principally due to lower pricing for soda ash and
calcium chloride.

<PAGE>

Liquidity and Capital Resources

Cash and cash equivalents were $61.3 million at December 31, 1998 as
compared with $20.4 million at December 31, 1997 and $50.1 million at December
31, 1996. During 1998, the GenTek Business generated cash flow from continuing
operations of $59.7 million. Cash of $105.9 million was used for investing
activities, including $90.9 million used for acquisitions and $33.7 million for
capital expenditures.

Since 1997, the GenTek Business has made various strategic
acquisitions: Peridot in July 1997; Sandco Automotive in February 1998; Reheis
in April 1998; and Defiance in February 1998. For a description of these
businesses, see "The GenTek Business." The GenTek Business has financed these
acquisitions through existing cash and bank borrowings. General Chemical Group
has launched a tender offer for the acquisition of all of the shares of Noma for
approximately $220 million (C$330 million), and expects that the acquisition
will be completed before the Spinoff. The Noma acquisition will be financed
entirely by borrowings under General Chemical Group's credit facility. If the
Noma acquisition is consummated after the Spinoff, it will be financed by
borrowings under the GenTek Financing Facility.

Management anticipates that, excluding the impact of the
acquisitions of Noma and Defiance, the capital spending level for 1999 will
approximate the prior-year level. Currently, management expects that capital
spending for Noma and Defiance in 1999 will be consistent with their 1998 year
levels. Management believes that the GenTek Business' cash flows will be
sufficient to cover its future interest expense, capital expenditures and
working capital requirements. GenTek will use proceeds of borrowings under the
GenTek Financing Facility to finance future acquisitions and investments (other
than the proceeds of the initial borrowings which will be used to repay a
portion of General Chemical Group's existing borrowings from third parties).
Other than the Noma acquisition, the GenTek Business is not party to any
agreement or arrangement with respect to any future acquisition. In the event
the GenTek Business identifies additional acquisition candidates, however, the
GenTek Business' current sources of liquidity may not be adequate. Accordingly,
GenTek may issue additional equity or debt securities, subject to market
conditions. General Chemical Group believes that, as a result of the Spinoff,
GenTek may be able to use its stock as acquisition currency. See "The
Spinoff--Reasons for the Spinoff" and "The GenTek Business--Strategy."

To reflect the independent status of GenTek and New GCG after the
Spinoff, GenTek will have its own separate financing facilities. The proceeds of
the initial borrowings under the GenTek Financing Facility and the New GCG
Financing Facility will be used to repay a portion of General Chemical Group's
existing borrowings from third parties, including debt expected to be incurred
and assumed in connection with the pending acquisition of Noma. General Chemical
Group is currently finalizing the terms of these financing facilities with banks
and other financial institutions and expects that these facilities will be in
place on or prior to the Spinoff Date.

The specific terms of the GenTek Financing will depend on, among
other things, the market conditions for debt financing at the time of the
Spinoff. The pro forma financial statements for GenTek included in this
Information Statement have been prepared on the assumption that borrowings under
the GenTek Financing Facility will bear interest at an annual rate of 7%, which
is an assumption that management believes is reasonable for purposes of
preparing the pro forma financial statements. By comparison, the 1998 weighted
average interest rate for borrowings by General Chemical Group was 7.9%.
Management expects that the GenTek Financing Facility will impose operating and
financial restrictions on GenTek including by limiting limitations on its
ability to incur additional indebtedness, pay dividends or make distributions in
respect of the Common Stock, create liens, or consolidate, merge

<PAGE>

or sell their assets. In addition, it is expected that GenTek will be required
to comply with specified financial covenants and ratios.

At this time, management expects that the GenTek Financing Facility
will be for about $550 million, of which approximately $490 million would be
funded on or about the Spinoff Date, including approximately $240 million of
borrowings related to the acquisition of Noma. It is expected that $60 million
would be available for borrowings after the Spinoff.

The Noma Acquisition

General Chemical Group has entered into an agreement and launched a
tender offer for the acquisition of all of the shares of Noma for approximately
$220 million (C$330 million). General Chemical Group expects that the Noma
acquisition will be completed before the Spinoff and, as a result, that Noma
will be part of the manufacturing segment of the GenTek Business.

Set forth below are the summary statement of operations data of Noma
(determined according to Canadian GAAP):

<TABLE>
<CAPTION>
December 31, 1998
--------------------------------------------------------------------------
1996 1997 1998 1998
---- ---- ---- ----
(C$ in thousands) (US$)(1)
<S> <C> <C> <C> <C>
Sales ...................................... $ 333,781 $ 360,259 $ 398,421 $ 268,536
Costs and expenses(2) ...................... 301,885 323,858 362,030 244,008
Earnings before income taxes ............... 31,898 36,401 36,393 24,529
Earnings from continuing operations ........ 19,135 23,505 24,491 16,507
Loss from discontinued operations .......... (64,601) (1,532) (1,007) (679)
--------- --------- --------- ---------
Net earnings (loss) ........................ $ (45,466) $ 21,973 $ 23,484 US$15,828
========= ========= ========= =========
</TABLE>

- ----------
(1) Translated into U.S. dollars based on the rate of C$1.00 = U.S.$0.674, the
average monthly CS/US$ exchange rate in 1998.

(2) Includes cost of sales, selling and administrative expenses, depreciation
and amortization, and interest expense. Amount in 1998 includes a one-time
charge of C$6.1 million. See Consolidated Financial Statements of Noma
Industries Limited in Annex B.

Year 2000 Issue

General Chemical Group has implemented a program to assess, mitigate
and remediate the potential impact of the "Year 2000" problem throughout the
GenTek and Industrial Chemicals Businesses. A "Year 2000" problem can occur
where date-sensitive software uses two digit year date fields, sorting the Year
2000 ("00") before the Year 1999 ("99"). The Year 2000 problem can arise in
hardware, software, or any other equipment or process that uses embedded
software or other technology. The failure of such systems to properly recognize
dates after December 31, 1999 could result in data corruption and processing
errors.

Following the Spinoff, GenTek will own General Chemical Group's MIS
(management information systems), but will provide the Industrial Chemicals
Business with MIS and MIS-supported functions, including MIS personnel, hardware
and software on a service contract basis. This service contract will remain in
effect through approximately December 31, 2001. During this period, GenTek

<PAGE>

will provide to New GCG the services related to the mitigation and remediation
of the potential impact of Year 2000 problems on the Industrial Chemicals
Business.

General Chemical Group completed its assessment of its Year 2000
compliance status for the GenTek Business and the Industrial Chemicals Business
in early 1998 and began work on its remediation program immediately thereafter.
General Chemical Group's remediation program has been structured to address its
information and non-information technology hardware, software, facilities and
equipment (collectively, "Systems"). Based on current estimates, GenTek expects
to spend approximately $1.0 million to replace or reprogram existing Systems for
both the GenTek and Industrial Chemicals Businesses and complete its Year 2000
compliance program. As of December 31, 1998, approximately $0.8 million of such
amount had been spent. Management expects all material Systems to be Year 2000
compliant by March 31, 1999 and substantially all Systems to be Year 2000
compliant by December 31, 1999. In the event that GenTek's material Systems are
not Year 2000 compliant, GenTek may experience reductions or interruptions in
operations which could have a material adverse effect on GenTek's results of
operations.

In addition, General Chemical Group has implemented a program to
determine the Year 2000 compliance status of its material vendors, suppliers,
service providers and customers, and based on currently available information,
GenTek does not anticipate any material impact to GenTek based on the failure of
such third parties to be Year 2000 compliant. However, the process of evaluating
the Year 2000 compliance status of material third parties is continually ongoing
and, therefore, no guaranty or warranty can be made as to such third parties'
future compliance status or its potential effect on the GenTek Business. General
Chemical Group believes there exists a sufficient number of suppliers of raw
materials for the GenTek Business so that if any supplier is unable to deliver
raw materials due to Year 2000 problems, alternate sources will be available and
that any supply interruption will not be material to the GenTek Business. There
can be no assurances, however, that the GenTek Business would be able to obtain
all of its supply requirements from such alternate sources in a timely manner or
on terms comparable with those of its current suppliers. In addition, the GenTek
Business relies heavily in its business on railroads and trucking companies to
ship finished product to its customers as well as to transport raw materials to
its manufacturing facilities. To the extent that the GenTek Business is unable
to ship finished product or transport raw materials as a result of such
railroads' or trucking companies' failure to be Year 2000 compliant, the GenTek
Business may not be able to arrange alternative and timely means to ship its
goods, which could lead to interruptions or slowdowns in its business. GenTek is
preparing for the possible use of alternative suppliers and means of
transportation, possible adjustment of raw material and product inventory levels
and contingencies with respect to potential energy source interruptions, all in
an effort to minimize the effects, if any, of Year 2000 related interruptions or
slowdowns caused by suppliers and transporters.

Notwithstanding the foregoing, in assessing Year 2000 compliance for
Defiance, which was acquired in February 1999, and Noma, which is expected to be
acquired in the second quarter of 1999, the GenTek Business has relied upon
assessments prepared or endorsed by current or former management of those
companies and their consultants. As such, except to the limited extent possible
in connection with acquisition-related due diligence, the GenTek Business has
not made its own independent review of Year 2000 compliance status of these
companies. The GenTek Business expects to conduct its own assessment of Year
2000 readiness of Defiance promptly and to conduct its own assessment of Year
2000 readiness of Noma shortly after completion of its acquisition. Therefore,
in the event that the material systems of Defiance or Noma are not Year 2000
compliant, the affected company may experience reductions or interruptions in
operations which could have a material adverse effect on the results of
operations or financial condition of the GenTek Business.

<PAGE>

Qualitative and Quantitative Disclosures about Market Risk

The GenTek Business' cash flows and earnings are subject to
fluctuations resulting from changes in interest rates and changes in foreign
currency exchange rates and the GenTek Business selectively uses financial
instruments to manage these risks. The GenTek Business does not enter into
financial instruments for speculation or trading purposes. Additional
information regarding the GenTek Business' financial instruments is contained in
Note 14 to the General Chemical Group (to be GenTek after the Spinoff)
Consolidated Financial Statements. The GenTek Business' objective in managing
its exposure to changes in foreign currency exchange rates and interest rate is
to reduce volatility on earnings and cash flow associated with such changes.

The GenTek Business measures its market risk, related to its holding
of financial instruments based on changes in interest rates and foreign currency
rates using a sensitivity analysis. The sensitivity analysis measures the
potential loss in fair values, cash flows and earnings based on a hypothetical
10% change in interest and currency exchange rates. The GenTek Business used
current market rates on its debt and derivative portfolio to perform the
sensitivity analysis. A hypothetical 10% change in interest rates or foreign
currency exchange rates will not have a material impact on the fair values, cash
flows or earnings of the GenTek Business.

Environmental Matters

The GenTek Business' various manufacturing operations, which have
been conducted at a number of facilities for many years, are subject to numerous
laws and regulations relating to the protection of human health and the
environment in the U.S., Canada and Ireland. General Chemical Group believes
that the GenTek Business is in substantial compliance with such laws and
regulations. However, as a result of its operations, the GenTek Business is
involved from time to time in administrative and judicial proceedings and
inquiries relating to environmental matters. Based on information available at
this time with respect to potential liability involving these proceedings and
inquiries, General Chemical Group believes that any such liability would not
have a material adverse effect on the financial position or results of
operations of the GenTek Business. However, modifications of existing laws and
regulations or the adoption of new laws and regulations in the future,
particularly with respect to environmental and safety standards, or the
discovery of additional or unknown environmental contamination could require
expenditures which might be material to the results of operations or financial
condition of the GenTek Business. See also "The GenTek Business-- Environmental
Matters."

The GenTek Business' accruals for environmental liabilities are
recorded based on current interpretation of environmental laws and regulations
when it is probable that a liability has been incurred and the amount of such
liability can be reasonably estimated. At both December 31, 1998 and 1997,
accruals for environmental matters were $20.1 million and $16.2 million,
respectively, which do not reflect any accruals for Noma or Defiance. The GenTek
Business maintains a comprehensive insurance program, including customary
comprehensive general liability insurance for bodily injury and property damage
caused by various activities and occurrences and significant excess coverage to
insure against catastrophic occurrences. However, it does not maintain any
insurance other than as described above for potential liabilities related
specifically to remediation of existing or future environmental contamination,
if any.

The GenTek Business has an established program to ensure that its
facilities comply with environmental laws and regulations. Expenditures made
pursuant to this program for 1998 approximated $11.7 million (of which
approximately $1.0 million represented capital expenditures and

<PAGE>

approximately $10.7 million related to ongoing operations and the management and
remediation of potential environmental contamination from prior operations).
Expenditures for 1997 approximated $7.1 million (of which approximately $1.6
million represented capital expenditures and approximately $5.5 million related
to ongoing operations and the management and remediation of potential
environmental contamination from prior operations). Management expects similar
expenditures in 1999 for the GenTek Business, other than with respect to Noma
and Defiance, to be in the range of $9.0 million to $11.0 million. The GenTek
Business is currently evaluating the additional capital expenditures that will
be required for Noma and Defiance. In addition, if environmental laws and
regulations affecting the GenTek Business' operations become more stringent, the
GenTek Business' costs for environmental compliance may increase above such
range.

Other Matters

In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133 "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). FAS 133 requires that all
derivative instruments be measured at fair value and recognized in the balance
sheet as either assets or liabilities. The GenTek Business is required to adopt
FAS 133 for its fiscal year beginning January 1, 2000. The GenTek Business does
not expect that the adoption of FAS 133 will have a material effect on its
results of operations or financial condition.

<PAGE>

THE GENTEK BUSINESS

General

Following the Spinoff, GenTek will own and operate the GenTek
Business, a diversified manufacturer of industrial components and performance
chemicals. The GenTek Business consists of the manufacturing and performance
products segments of General Chemical Group.

The GenTek Business' manufacturing segment specializes in the
manufacture of stamped and machined rocker arms, roller rocker arms,
roller followers and other precision, highly-engineered components
for the automotive and industrial markets. The principal customers
of these products are DaimlerChrysler, Ford and General Motors. The
manufacturing segment also produces fluid-handling equipment for the
automotive service market and for industrial applications. The
manufacturing segment is currently undergoing a significant
expansion to accommodate new business awarded by U.S. auto
manufacturers, as well as pursuing business in markets outside the
United States.

General Chemical Group recently acquired Defiance, a manufacturer of
specialty antifriction bearings for the transportation industry and
a provider of vehicle testing services, tooling design and
preproduction dies and components primarily for the automotive
industry. This acquisition allows for a more complete product
offering of valve-train-related engine components to the automotive
industry.

The General Chemical Group has entered into an agreement and
launched a tender offer for the acquisition of Noma, a leading North
American producer of insulated wire and wire-related products for
the automotive, appliance and electronic industries. Noma will add
significant scale and scope to the GenTek Business' manufacturing
segment, providing an additional platform for future growth. In
particular, Noma will further expand the GenTek Business product
offerings to the automotive industry and provide access to Noma's
blue-chip customer base in the growing consumer appliance and
electronic market.

The GenTek Business' performance products segment provides a broad
range of value-added products and services to four principal
markets: Pharmaceutical and Personal Care, Environmental, Technology
and Chemical Processing. Its principal products include anti
perspirant and antacid active ingredients, water treatment
chemicals, specialty agrichemicals, advanced lithographic printing
plates and related pressroom chemicals, ultra-high-purity electronic
chemicals, and a range of chemical intermediates used in
photographic, pulp and paper and other applications. The GenTek
Business also provides "closed loop" sulfuric acid regeneration
services, which significantly reduce the waste streams generated by
certain refineries and chemical plants.

Strategy

The GenTek Business has built a strong customer base and enjoys a
significant market share for a majority of its product lines in both the
manufacturing and performance products segments. General Chemical Group believes
that the GenTek Business' strong market positions result from its competitive
strengths: its high-quality products and customer service; its technological,
marketing and distribution expertise; its low-cost manufacturing; and the
transactional and turnaround experience of its management. These strengths
provide an important foundation for future growth.

<PAGE>

The GenTek Business aims to build on these strengths and create
additional shareholder value through a combination of value-enhancing
acquisitions and internal growth. These initiatives are discussed in more detail
throughout this section:

Pursue Value-Enhancing Acquisitions and Investments. The GenTek
Business intends to pursue a broad range of value-enhancing transactions,
including acquisitions of, or investments in, both related and unrelated
businesses. The GenTek Business will target acquisitions and investments that
will create value and enhance cash flow through the application of management's
unique blend of market focus, restructuring, turnaround and cost reduction
capabilities. The GenTek Business may also dispose of selected businesses from
time to time that do not meet its targeted return, profitability or strategic
objectives. Where GenTek disposes of businesses, it may attempt to structure the
sale in a manner that provides it with an equity interest, controlling or
otherwise, in the acquiring entity. Cash proceeds are expected to be retained by
GenTek and reinvested or used to finance acquisitions.

Since 1997, General Chemical Group has made various strategic
acquisitions: Defiance, Reheis, Peridot and Sandco, with combined annual
revenues of nearly $200 million, have significantly expanded the GenTek
Business' portfolio of assets. In addition, General Chemical Group is in the
process of acquiring all of the shares of Noma for approximately $220 million
(approximately C$330 million), with completion of this acquisition expected in
April 1999. GenTek believes that its recent acquisitions, combined with others
to be made in the future, will help to expand its market leadership positions
and provide new growth opportunities. Consistent with its strategy, the GenTek
Business is currently reviewing a number of potential acquisitions and
investments. Except with respect to Noma, however, the GenTek Business currently
has no commitments, understandings, or arrangements with respect to any specific
acquisitions.

In implementing its strategy, GenTek expects to capitalize on its
relationship with Latona Associates Inc. ("Latona"), a management company, which
provides the GenTek Business with strategic management, business and financial
advisory services. Similar to the current arrangements with General Chemical
Group, Latona will also continue to provide the GenTek Business with a full
range of merger and acquisition advisory services, including the identification,
structuring and negotiation of suitable acquisitions, divestitures and other
value-enhancing corporate transactions. Management believes that Latona's
relationships, experience in identifying acquisition opportunities and the
extensive knowledge of Latona's personnel with respect to the GenTek Business
will be of significant advantage to GenTek in developing and executing its
acquisition and growth strategy. See "Certain Relationships and Affiliate
Transactions."

Capitalize on Favorable Market Trends. Management expects that the
current markets served by the GenTek Business will present a number of
attractive growth opportunities. For example, management believes that the
GenTek Business' water treatment products will benefit from stricter Federal
drinking water requirements, which include higher total organic carbon and
solids removal standards. The GenTek Business' sulfuric acid regeneration
services, which help refineries produce cleaner burning gasoline, should benefit
from stricter state and Federal gasoline standards. For its personal care and
pharmaceutical products, the GenTek Business is looking to capitalize on growth
opportunities in Europe where consumer acceptance of antiperspirant products
continues to increase. The GenTek Business is also pursuing opportunities to
increase its pharmaceutical intermediate business and take advantage of the
growing trend by pharmaceutical companies to outsource manufacturing of
intermediates and other pharmaceutical components. In the manufacturing segment,
over the past several years, the GenTek Business' U.S. market share has
significantly increased due to the successful introduction of highly engineered
stamped engine components which provided customers with a lower cost alternative
to existing products offered by GenTek's competitors. These volume gains have
been

<PAGE>

further boosted by the growing popularity of overhead cam engine technology, a
trend management expects will continue in the future. As a complement to the
U.S. business, the GenTek Business is also pursuing international opportunities
in the motor vehicle market.

Expand and Diversify Product Lines. The GenTek Business has recently
launched a number of new products which it believes will enhance profitability.
For example, Al+Clear(R), a new agrichemical product, improves poultry-house
sanitation and productivity and, in addition, benefits the environment by aiding
in the control of phosphorus runoff into rivers, streams, lakes and other bodies
of water. With current annual U.S. poultry production today exceeding seven
billion broilers, the GenTek Business believes that Al+Clear(R) presents a
significant growth opportunity in the poultry market as well as in related
markets, such as swine, dairy and egg-laying. In addition, the GenTek Business
recently introduced Prisma(TM), a new computer-to-plate ("CTP") printing system,
which enables printers to reduce labor and material costs and achieve
exceptional print quality. The GenTek Business has increased the purity of many
of its electronic grade chemicals and developed and produced a new line of
coagulants and coagulant aids for its water treatment chemicals product line.
Management believes that these new products, as well as other products currently
being developed, present significant growth opportunities for the GenTek
Business.

Continue to Improve Operating Efficiency. The GenTek Business
continually seeks opportunities to reduce operating costs. Ongoing efforts to
improve operating efficiency have resulted in average operating profit margins
of approximately 17% over the past five years. The GenTek Business is currently
evaluating additional cost reduction alternatives, such as cogeneration
opportunities, the use of alternative raw materials, and investments in new
equipment to further reduce plant costs and increase throughput.

Manufacturing Segment

The GenTek Business' manufacturing segment is a diversified producer
of industrial components, including stamped and machined metal components for
use in automotive and industrial markets, specialty antifriction bearings and
fluid transport and handling equipment for the automotive service market and for
industrial applications.

General Chemical Group has entered into an agreement and launched a
tender offer for the acquisition of Noma, a leading North American producer of
insulated wire and wire-related products. General Chemical Group expects that
the Noma acquisition will be completed before the Spinoff and, as a result, Noma
will be part of the manufacturing segment of the GenTek Business.

Automotive

The GenTek Business' stamped and machined engine components improve
engine efficiency by reducing engine friction and component mass. These
components are used in the increasingly popular single and double overhead cam
(OHC) engines which power cars, light trucks and sport utility vehicles (such as
Ford Expedition and F-150, Lincoln Navigator and DaimlerChrysler Minivan). The
increased use of these OHC engines has resulted in significant volume growth
through market share gains, as vehicle manufacturers are able to obtain better
fuel economy and higher horsepower using OHC engines. Management believes that
this OHC trend will continue. Additionally, the GenTek Business has participated
in the automakers' conversion of traditional overhead valve engines to
reduced-friction valve train components (using bearings) to obtain some of the
efficiency of OHC engines. The manufacturing segment's products compare
favorably with other technologies by providing comparable performance
characteristics at a lower delivered cost. This reduced cost is a function of
lower raw material cost as

<PAGE>

well as lower machining cost. In addition, these products have received
increased acceptance as automakers strive to reduce vehicle weight and improve
performance at a reasonable cost.

In February, 1999, General Chemical Group acquired Defiance, a
manufacturer of specialty antifriction bearings for the transportation industry
and a provider of vehicle testing services, tooling design and preproduction
dies and components primarily for the automotive industry. Defiance's bearings
are used primarily in the valve trains of automotive and truck engines. In
addition, Defiance manufactures production-intent prototype metal parts which
are used by its customers for prototype and short production runs of automotive
systems.

Defiance's testing and tooling services group provides
computer-aided design, engineering and simulation services for automotive
structural and mechanical systems. Defiance provides services on a wide range of
systems from single sub-systems, such as chassis, suspensions, seats and seating
assemblies, to entire vehicles. Defiance's engineering and simulation services
provide customers with finite element modeling, kinematics, crash and variation
simulation analyses, experimental dynamics and vehicle development programs, and
allows its customers to test their automotive products for durability, stress,
noise, vibration and environmental considerations.

Industrial

GenTek's fluid transport and handling equipment is used in the
automotive service industry (by customers such as Jiffy Lube and automotive
service bays in tire stores and auto dealerships) as well as in the machine tool
industry (primarily for delivering cutting fluids to the cutting surface in
metal-cutting equipment manufactured by such companies as Bridgeport, Mori
Seiki and Cincinnati Milicron). The GenTek Business' long history and in-depth
applications knowledge have resulted in the production of quality products with
a solid reputation among end users and systems integrators. The GenTek Business
also produces stamped and machined metal products and components for a wide
range of industrial applications, such as machine cranks, hose reels, metal
fasteners and components for bulldozer treads.

Noma Industries Limited

Noma, based in Toronto, Ontario, is a leading North American
producer of insulated copper wire and wire-related products. Noma's products are
used by a wide range of manufacturers in the automotive, appliance and
electronic component industries and include: wire harnesses, ignition cables,
molded parts, power cords, small and major appliance harnesses, electrical
switches and a wide array of single-and-multi-conductor wire and cable products.
With modern production facilities in Canada, the United States and Mexico, Noma
has fully integrated design, engineering and manufacturing capabilities.

In the automotive sector, Noma is a supplier of electrical
components to the North American motor vehicle markets. The Company's product
line includes wire harnesses, ignition cables, molded parts, electro-mechanical
assemblies, engine block heaters, battery blankets and various electrical
switches for the North American motor vehicle and recreational vehicle
industries and their aftermarkets.

For the appliance and electronic markets, Noma designs, engineers
and manufactures wire harnesses and power cords for office and other electronic
equipment, as well as for large and small appliances.

Noma produces a wide variety of single-and-multi-conductor wire and
cable products for industrial, commercial and residential construction and OEM
applications. End market product

<PAGE>

applications for OEM's include cordsets, harnesses, water products (pump cable),
irrigation and electric motors.

Suppliers; Customers

The GenTek Business purchases its major raw materials for its
manufacturing segment from a number of suppliers and believes that these raw
materials will be available in sufficient supply on a competitive basis for the
foreseeable future. In addition, management believes that alternative sources
are available to fulfill the manufacturing segment's major raw material
requirements.

The manufacturing segment deals primarily with the automotive
industry, including DaimlerChrysler, Ford and General Motors. Automotive
manufacturers generally award business to their suppliers by individual engine
line, often for multiple-model years, and the loss of any of these engine
contracts would not be material to the GenTek Business. However, the loss by
GenTek of any one of these customers in its entirety, an economic downturn in
the automotive industry as a whole or other events (e.g., labor disruptions)
resulting in significantly reduced operations of any of these customers could
have a material adverse impact on the results of the GenTek Business'
manufacturing segment. None of these customers accounted for 10% or more of the
revenues of the GenTek Business in 1998. In addition, the Noma and Defiance
acquisitions will further diversify the customer base of the manufacturing
segment.

Seasonality; Backlogs; Competition

The manufacturing segment's business is generally not seasonal. Due
to the nature of its business, there are no significant backlogs.

The GenTek Business' manufacturing segment competes with other
automotive engine component manufacturers based on a number of factors including
design and engineering capabilities, quality, price and delivery terms.
Competitors include Eaton, Hitchiner, INA, Ingersoll-Rand and captive OEMs.

Performance Products Segment

Products and Services

The GenTek Business' performance products segment provides a broad
range of value-added products and services to four principal market segments:
Pharmaceutical and Personal Care, Environmental, Technology and Chemical
Processing. Its principal products include antiperspirant and antacid active
ingredients, water treatment chemicals, specialty agrichemicals, advanced
lithographic printing plates and related pressroom chemicals, ultra-high-purity
electronic chemicals, and a range of chemical intermediates used in
photographic, pulp and paper and other applications. The GenTek Business also
provides "closed loop" sulfuric acid regeneration services, which significantly
reduce the waste streams generated by certain refineries and chemical plants.

The GenTek Business' activities in each of its principal market
segments are discussed below.

Pharmaceutical and Personal Care. The GenTek Business is a leading
supplier of the active chemical ingredients used in the manufacture of
over-the-counter ("OTC") antacids and antiperspirants, and also supplies active
ingredients used in prescription pharmaceuticals, nutritional supplements,
nutraceuticals, veterinary health products and personal care products. Its
product line includes aluminum

<PAGE>

and zirconium complexes for use in antiperspirants; aluminum hydroxide and
magnesium hydroxide blends used in OTC antacids for acid-neutralization;
high-purity aluminum hydroxide for use as veterinary and human vaccine
adjuvants; potassium chloride used in electrolyte replacement medications and
intravenous solutions; pharmaceutical-grade aluminum chloride; sodium nitrite
used as a reactant in the production of artificial sweeteners; and
pharmaceutical-grade sulfuric acid used in the production of vitamin C tablets.

The GenTek Business maintains leadership positions in many of its
pharmaceutical and personal care products. In antiperspirant actives, for
example, it has introduced more than 25 new products or product categories over
the last six years. Recent new product introductions have included
nonresidue-forming antiperspirant actives designed for the growing clear
stick/gel antiperspirant market and a line of antiperspirant active ingredients
designed to appeal to European consumer preferences. Based on the capabilities
of the GenTek Business' research and development team and the numerous U.S. and
foreign patents awarded to the GenTek Business, management believes that the
GenTek Business is the technical leader in the antiperspirant actives industry.

Environmental. The GenTek Business supplies a broad range of
products and services designed to address the important environmental issues
confronting the company's customers. These value-added products and services
provide cleaner-burning gasoline and cleaner drinking water; restore
algae-infested lakes; reduce damaging phosphorous runoff from agricultural
operations; and significantly reduce industrial waste streams.

The GenTek Business' water treatment products consist primarily of
aluminum sulfate ("alum"), polymer-based enhanced coagulants, and sodium and
ammonia salts and sulfites. With a network of 34 plants strategically located
throughout the United States and Canada, the GenTek Business is the largest
North American producer of alum, which is used as a coagulant in potable water
and waste water treatment applications, and a leading supplier of flocculents (a
polymer-based material used for settling and/or separating solids from liquids).

With the assistance of the company's Technical Center in Syracuse,
New York, the GenTek Business recently introduced Al+Clear(R), an agrichemical
product for the poultry market. When applied to the litter in poultry houses,
Al+Clear(R) not only improves sanitation and productivity, but also benefits the
environment by aiding in the control of phosphorous runoff. Phosphorous runoff
from agricultural activities has been linked to contamination in lakes, rivers,
streams and other water bodies.

In the environmental market, the GenTek Business also provides
sulfuric acid regeneration services to the refining and chemical industries, and
markets pollution abatement and sulfur recovery services to selected refinery
customers. Refineries use sulfuric acid as a catalyst in the production of
alkylate, a gasoline blending component with favorable performance and
environmental properties. The alkylation process contaminates and dilutes the
sulfuric acid. The GenTek Business transports the contaminated acid back to the
company's facilities for recycling and redelivers the fresh, recycled acid back
to customers. This "closed loop" process offers customers significant savings
versus alternative disposal methods and also benefits the environment by
significantly reducing refineries' waste streams. Similar regeneration services
are provided to manufacturers of ion exchange resins and silicone polymers. The
GenTek Business is expanding its pollution abatement services of treating and
removing other waste streams generated by refineries, including hydrogen sulfide
and sulfur dioxide.

Technology. In the technology market, the GenTek Business provides
CTP technology and bi-metal lithographic printing plates for high-quality
commercial printing applications, as well as ultra-high-purity electronic
chemicals for the semiconductor industry.

<PAGE>

A GenTek Business subsidiary, Printing Developments Inc. ("PDI"),
recently introduced its Prisma(TM) CTP technology which allows printers to
transfer computer images directly to digitally imageable printing plates,
thereby eliminating intermediate film processing and reducing labor and material
costs. PDI's proprietary bi-metal plating system provides sharper color
reproduction, greater durability and superior on-press economics relative to the
polymer plates offered by other industry participants.

The GenTek Business' electronic chemicals include ultra-high-purity
acids, caustics and etchants for use in the manufacture of semiconductor
processing chips. Within the past two years, the GenTek Business completed
construction of a new plant that produces ultra-high-purity sulfuric acid with
impurities measured in the parts-per-trillion range. In addition, the GenTek
Business is the exclusive U.S. licensee for the manufacture and sale of
Spinetch(TM) etchants, a proprietary product line developed by Merck KgaA of
Germany. Sales of the Spinetch(TM) etchants are not material for the GenTek
Business at this time.

Chemical Processing. The GenTek Business manufactures a broad range
of products that serve as chemical intermediates in the production of such
everyday products as newspapers, tires, paints, dyes and carpets. The company is
a leading producer of alum and polymer-based enhanced coagulants used in paper
manufacturing to impart water resistance. The GenTek Business' sodium and
ammonia sulfites are commonly used to produce fixing and developing solutions
for conventional film and x-ray processing. Sodium nitrite, of which the GenTek
Business is one of only two North American producers, is primarily used as a
reactant in the manufacture of dyes, pigments and rubber processing chemicals.
Additional chemical intermediate products include potassium fluoride and
fluoborate derivatives sold into the metal treatment, agrichemical, surfactant
and analytical reagent markets. The GenTek Business also produces sulfuric acid,
which is used in the manufacture of titanium pigments, fertilizers, synthetic
fibers, steel, petroleum and paper, as well as many other products.

Availability of Resources

The performance products segment's competitive cost position and
high-quality products are in part attributable to its control of certain raw
materials that serve as the feedstocks for many of its products. For its
sulfuric acid regeneration business, the GenTek Business has the ability to
manufacture sulfur dioxide and sulfuric acid relatively inexpensively. Sulfur
dioxide is a major raw material in the manufacture of many of the GenTek
Business' sodium salts and sulfites, and sulfuric acid is an important raw
material in the manufacture of aluminum sulfate as well as in the manufacture of
ultra-high-purity electronic chemicals. Consequently, major raw material
purchases are limited primarily to sulfuric acid where it is uneconomical for
the GenTek Business to supply itself due to distribution costs, soda ash (for
the manufacture of sodium salts, sulfites and nitrites), bauxite and hydrate
(for the manufacture of alum), sulfur (for the manufacture of sulfuric acid),
and aluminum (for the manufacture of printing plates). The GenTek Business has
the ability to purchase these raw materials from a number of suppliers and
believes that these raw materials will be available in sufficient supply on a
competitive basis for the foreseeable future.

Competition

Although the performance products segment generally has significant
market shares in the product areas in which it competes, most of its end markets
are extremely competitive. The GenTek Business' major competitors are typically
segregated by end markets and include international, regional and, in some
cases, small independent producers. The GenTek Business' ability to compete
effectively depends on its ability to maintain competitive prices and to provide
reliable and responsible service to

<PAGE>

its customers. General Chemical Group believes that, with certain products which
have relatively higher freight costs, the proximity of the GenTek Business'
production facility to the end market user is a key factor in being price
competitive. In general, raising prices has been difficult over the past several
years and will likely continue to be so in the near future.

In the pharmaceuticals and personal care market, the GenTek Business
competes directly with Barcroft, Giulini, Summit and Westwood. The GenTek
Business' competitors in its environmental market include the refineries that
perform their own sulfuric acid regeneration, as well as DuPont, Marsulex, Arch
Chemical, PVS and Rhodia, which also have sulfuric acid regeneration facilities
that are generally located near their major customers. In addition, the GenTek
Business competes with Geo Specialty Chemicals, U.S. Aluminates and other small
market participants for water treatment services. Competitors in the technology
market include Kodak-Polychrome and Fuji, which also provide printing-related
products. With regard to electronic chemicals, the GenTek Business' principal
competitors are Ashland and Arch Chemical. Competitors in the chemical
processing market include BASF, Calabrian, U.S. Salt, Kerley, Rhodia and Solvay
S.A.

Sales and Distribution

The GenTek Business employs over 100 experienced sales, marketing,
distribution and customer service personnel in its performance products segment.
The sales force is divided into a general group and specialized groups which
focus on specific products, end-users and geographic regions, thereby providing
the GenTek Business with insight into industry trends and creating opportunities
for product development.

The sales force markets products and services both directly to
end-users and indirectly through independent distributors. Generally, sulfuric
acid regeneration services are only sold directly to end-users, often pursuant
to long-term contracts. In addition, the GenTek Business has an extensive
network of independent distributors both in the United States and
internationally. Distributors typically promote a full-line or focused range of
products to a larger market or to a market focused on specific end-users or
regions. The GenTek Business' sales contracts with its end-users and
distributors are usually for one- to three-year periods.

Customers; Seasonality; Backlogs

The performance products segment does not have any single customer,
or a small number of customers, which if lost would have a material adverse
effect on the performance products segment or the GenTek Business. The business
of the performance products segment is generally not seasonal. Due to the nature
of the performance products segment's business, there are no significant
backlogs.

Environmental Matters

<PAGE>

However, modifications of existing laws and regulations or the adoption of new
laws and regulations in the future, particularly with respect to environmental
and safety standards, or discovery of any additional or unknown environmental
contamination, if any, could require capital expenditures which may be material
or otherwise adversely impact GenTek's operations.

The Comprehensive Environmental Response Compensation and Liability
Act of 1980 ("CERCLA") and similar state statutes have been construed as
imposing joint and several liability on present and former owners and operators
of contaminated sites and transporters and generators of hazardous substances
regardless of fault. General Chemical Group has received written notice from the
Environmental Protection Agency (the "EPA") that it has been identified as a
potentially responsible party ("PRP") under CERCLA at three Superfund sites.
General Chemical Group does not believe that its liability, if any, for these
sites will be material to its results of operations or financial condition. In
addition, Congress continues to consider the reauthorization of and
modifications to CERCLA. Because Congress has not yet acted with respect to
CERCLA, the Company does not have sufficient information to ascertain the impact
that any change might have on the GenTek Business' potential liabilities, if
any.

At any time, GenTek may be involved in proceedings with various
regulatory authorities which could require GenTek to pay various fines and
penalties due to violations of environmental laws and regulations at its sites,
remediate contamination at some of these sites, comply with applicable standards
or other requirements, or incur capital expenditures to modify certain pollution
control equipment or processes at its sites. Again, although the amount of any
liability that could arise with respect to these matters cannot be accurately
predicted, GenTek management believes that the ultimate resolution of these
matters will have no material adverse effect on GenTek's results of operations
or financial condition. See also "--Legal Proceedings" below.

Avtex Site at Front Royal, Virginia. On March 22, 1990, the EPA
issued to General Chemical Group a Notice of Potential Liability pursuant to
Section 107(a) of CERCLA (the "Notice") with respect to a site located in Front
Royal, Virginia (the "Avtex Site"), owned at the time by Avtex Fibers Front
Royal, Inc., which has filed for bankruptcy. A sulfuric acid plant adjacent to
the main Avtex Site was previously owned and operated by the GenTek Business. On
September 30, 1998, the EPA issued an administrative order under Section 106 of
CERCLA (the "Order"), which requires General Chemical Group, AlliedSignal, Inc.
and Avtex to undertake certain removal actions at the acid plant. On October 19,
1998, General Chemical Group delivered to the EPA written notice of its
intention to comply with the Order, subject to numerous defenses. The
requirements of the Order include preparation of a study to determine the extent
of any contamination at the acid plant site. The GenTek Business has provided
for the estimated costs of $1.6 million for these activities in its accrual for
environmental liabilities relating to the Order. General Chemical Group is
working cooperatively with the EPA with respect to compliance with the Order and
believes that such compliance will not have a material effect on the GenTek
Business' results of operations or financial condition.

Employees/Labor Relations

At December 31, 1998, the GenTek Business, other than Defiance, had
approximately 1,750 employees, of whom approximately 740 were full-time salaried
employees, approximately 730 were full-time hourly employees (represented by
nine different unions) and approximately 280 were hourly employees working in
nonunion facilities. In addition, at December 31, 1998, Defiance had
approximately 730 employees, approximately one-third of whom were represented by
one union.

The GenTek Business' union contracts have durations which vary from
two to four years. Since 1986, the GenTek Business has been involved in numerous
labor negotiations, only three of which

<PAGE>

have resulted in work disruptions. During these disruptions, management operated
the plants and supplied customers without interruption until the labor
disruptions were settled and new contracts were agreed upon. Union contracts
covering less than 10% of the GenTek Business' full-time hourly employees will
be up for renewal during 1999.

Noma has reported that, as of December 31, 1998, it had
approximately 4,600 employees, approximately of whom 4,200 were hourly employees
and 440 were salaried employees. Of the hourly employees, approximately 750 were
represented by two different unions.

Properties

The GenTek Business has offices, storage facilities and
manufacturing facilities at numerous locations throughout the United States,
Canada and Ireland. GenTek's headquarters are located in Hampton, New Hampshire.

<PAGE>

The locations and uses of the major properties of the GenTek
Business are as follows:

<TABLE>
<CAPTION>
Location Segment Use
- ----------------------------------- ----------------------------- ------------------------------------------
<S> <C> <C>
United States
Pittsburg, California Performance Products Production Facility
Richmond, California Performance Products Production Facility
North Claymont, Performance Products Production Facility, Offices and Warehouse
Delaware
Augusta, Georgia Performance Products Production Facility
Livonia, Michigan Manufacturing(1) Production Facility
Westland, Michigan Manufacturing(1) Production Facility and Offices
Berkeley Heights, Performance Products Production Facility, Offices and Warehouse
New Jersey
Newark, New Jersey Performance Products Production Facility
Hampton, Offices (1) Offices
New Hampshire
Parsippany, New Jersey Offices (1) Offices
Solvay, New York Performance Products Production Facility
Defiance, Ohio Manufacturing Production Facility
Toledo, Ohio Manufacturing Production Facility
Upper Sandusky, Ohio Manufacturing (1) Production Facility
Marcus Hook, Performance Products Production Facility, Offices and Warehouse
Pennsylvania
Midlothian, Texas Performance Products Production Facility
Anacortes, Washington Performance Products Production Facility
Racine, Wisconsin Performance Products Production Facility and Offices

Canada
Valleyfield, Quebec Performance Products Production Facility
Waterdown, Ontario Manufacturing Production Facility

Ireland
Dublin Performance Products Production Facility, Offices and Warehouse
</TABLE>

- ----------
(1) Leased.

Noma, which is being acquired by General Chemical Group and will
become part of the manufacturing segment of the GenTek Business, is
headquartered in Willowdale, Ontario, Canada. Noma has a total of eleven
manufacturing facilities in Mississippi, Texas, Canada and Mexico.

<PAGE>

Legal Proceedings

General. The GenTek Business is involved in claims, litigation
administrative proceedings and investigations of various types, including the
Milwaukee and Delaware Valley litigation discussed below and certain
environmental proceedings previously discussed. Although the amount of any
liability that could arise with respect to these actions cannot be accurately
predicted, the opinion of management based upon currently-available information
is that any such liability not covered by insurance will have no material
adverse effect on GenTek's results of operations or financial condition.

Milwaukee Litigation. In March 1993, an outbreak of cryptosporidia
occurred in the public water supply of the City of Milwaukee. As a result of
that incident, several lawsuits have been filed with the Milwaukee County
Circuit Court against one or more of the City of Milwaukee, its Department of
Public Works, Sara Lee Corporation ("Sara Lee"), E.D. Wesley Co., Peck Foods
Corporation, certain hotels, numerous insurance companies, several
municipalities and General Chemical Group. The principal allegations against
General Chemical Group are that a water treatment chemical sold to the City of
Milwaukee by General Chemical Group should have removed certain bacteria
contained in the water supply and failed to do so and that General Chemical
Group consulted with the City concerning the water purification.

One of the suits (Markwiese, et al. v. Peck Foods Corporation, et
al. filed in 1993) had been certified, prior to the service of a complaint
against General Chemical Group, as a class action in favor of all persons who
sustained damage as a result of the wrongful acts of the various defendants. An
appeal of this class certification was filed by General Chemical Group and the
City of Milwaukee, and in a March 13, 1998 hearing, a new trial judge ruled from
the bench that this matter shall not proceed as a class action. If this matter
proceeds to trial, it is possible that lawyers for the plaintiffs could appeal
this ruling after conclusion of the trial. In addition to the Markwiese action,
several other lawsuits have since been filed by the same lead attorneys in the
Circuit Court of Milwaukee County against the same basic group of defendants. In
total, General Chemical Group believes the total number of individual plaintiffs
in all suits filed to date is approximately 700. The unspecified damages sought
by these various complaints is alleged to be "far in excess of $1.0 million
dollars" for personal injury, economic loss, emotional distress, pain and
suffering, medical expenses and punitive damages.

On September 17, 1998, the court preliminarily approved a class
action settlement with Sara Lee, whereby Sara Lee would pay to the plaintiffs
$250,000 to cover certain expenses related to the litigation. Final approval of
the settlement was granted by the court on December 17, 1998. The remaining
parties in the litigation, including General Chemical Group, are continuing in
the discovery phase of the litigation.

General Chemical Group has denied all material allegations of the
complaints and will continue to defend these lawsuits vigorously. Management
further believes that the GenTek Business' available insurance should provide
adequate coverage in the event of an adverse result in this matter, and that
this matter will not have a material adverse effect on GenTek's results of
operations or financial condition.

<PAGE>

Delaware Valley Litigation. In April 1998, approximately 40
employees (and their respective spouses) of the Sun Company, Inc. refinery in
Marcus Hook, Pennsylvania, filed lawsuits in the Court of Common Pleas, Delaware
County, Pennsylvania, against General Chemical Group, alleging that sulfur
dioxide and sulfur trioxide releases from the GenTek Business' Delaware Valley
facility caused various respiratory and pulmonary injuries. Unspecified damages
in excess of $50,000 for each plaintiff are sought. The litigation has entered
the discovery phase. The GenTek Business has denied all material allegations of
the complaints and will continue to defend itself vigorously in this matter.
Management further believes that the GenTek Business' current accruals and
available insurance should provide adequate coverage in the event of an adverse
result in this matter and that, based on currently-available information, this
matter will not have a material adverse effect on GenTek's results of operations
or financial condition.

<PAGE>

THE GENTEK BUSINESS:
MANAGEMENT

Management

Currently, GenTek's directors and executive officers are Mr. Paul M.
Meister, a director and the President of GenTek, and Mr. Todd M. DuChene, a
director and the Vice President and Secretary of GenTek. The Board of Directors
and management of GenTek will be reconstituted before the Spinoff Date.

The following table sets forth the directors and executive officers
of GenTek as of the Spinoff Date. Prior to the Spinoff, General Chemical Group,
as GenTek's sole shareholder will elect the Directors of GenTek as of the
Spinoff. Following such election, the Board of Directors will designate the
executive officers of GenTek as of the Spinoff.

<TABLE>
<CAPTION>
Name Age Position
- ----------------------- ------- ---------------------------------------------
<S> <C> <C>
Paul M. Montrone....... 57 Director; Chairman of the Board
Paul M. Meister........ 46 Director; Vice Chairman of the Board
Richard R. Russell..... 56 Director; President and Chief Executive
Officer
Michael R. Herman...... 36 Vice President and General Counsel
William C. Keightley... 45 Vice President and Chief Financial Officer
Kevin J. O'Connor...... 48 Controller
John W. Gildea......... 55 Director
Scott M. Sperling...... 41 Director
Ira Stepanian.......... 62 Director
</TABLE>

Paul Montrone will be a Director and the Chairman of the Board of
GenTek. He is the Chairman of the Board of General Chemical Group, a position he
has held since 1995, and a Director of General Chemical Group, a position he has
held since 1988, and will continue to serve as a Director and the Chairman of
the Board of New GCG following the Spinoff. Mr. Montrone was President of
General Chemical Group from 1987 to 1994. Mr. Montrone is the Chairman of the
Board and the Chief Executive Officer of Fisher Scientific International Inc.
("Fisher").

Paul Meister will be a Director and the Vice Chairman of the Board
of GenTek. He is the Vice Chairman of the Board of General Chemical Group, a
position he has held since 1998, and a Director of General Chemical Group, a
position he has held since 1994, and will continue to serve as a Director and
the Vice Chairman of New GCG following the Spinoff. Mr. Meister is the Vice
Chairman of the Board and the Executive Vice President and Chief Financial
Officer of Fisher. Mr. Meister is also a Director of Mineral Technologies Inc.
and M&F Worldwide Corp.

<PAGE>

Richard Russell will be the President and Chief Executive Officer
and a Director of GenTek. He has been since 1994, and will be, until the
Spinoff, the President and Chief Executive Officer and a Director of General
Chemical Group. Mr. Russell has also been the President and Chief Executive
Officer of General Chemical Corporation since 1986.

Michael Herman will be Vice President and General Counsel of GenTek.
He has been since 1997, and will be until the Spinoff, the Vice President and
General Counsel of General Chemical Group. Mr. Herman had served as Deputy
General Counsel of General Chemical Group from 1995 until 1997, and as Associate
General Counsel of General Chemical Group from 1992 to 1995.

William Keightley will be Vice President, Finance and Chief
Financial Officer of GenTek. He has been since March 1999, and will be until the
Spinoff, the Vice President and Chief Financial Officer of General Chemical
Group. Mr. Keightley served as Vice President, Finance of Waste Management Inc.
from June 1997 to December 1998 and was Vice President, Finance of Wheelabrator
Technologies Inc. ("WTI") from May 1996 to June 1997. From prior to 1994 until
May 1996, Mr. Keightley served as Chief Financial Officer of a subsidiary of
Waste Management Inc.

Kevin O'Connor will be the Controller of GenTek. He has been since
March 1996, and will be until the Spinoff, the Controller of General Chemical
Group. Mr. O'Connor served as Controller of General Chemical Corporation from
1986 to March 1996.

John Gildea will be a Director of GenTek. He has served since 1997,
and will serve until the Spinoff, as a Director of General Chemical Group. Mr.
Gildea has been Managing Director of Gildea Management Company (investment
management firm) since prior to 1994. He is also a Director of American Service
Group, Inc., Barry's Jewelers, Inc. and Konover Property Trust.

Scott Sperling will be a Director of GenTek. He has served since
1996, and will serve until the Spinoff, as a Director of General Chemical Group.
Mr. Sperling has been a Managing Director of Thomas H. Lee Company (private
equity investment firm) since July 1994. Mr. Sperling is Vice President and
Trustee of THL Equity Trust III and General Partner of Equity Advisors III
Limited Partnership, which is the General Partner of THC Equity Trust III. Mr.
Sperling was Managing Partner of The Aeneas Group Inc., a private capital
affiliate of Harvard Management Company, from prior to 1993 to September 1994.
He is also a Director of Fisher, The Learning Company, Inc., Livent, Inc.,
Safelite Glass Corp. and several private corporations.

Ira Stepanian will be a Director of GenTek. He has served since
1996, and will serve until the Spinoff, as a Director of General Chemical Group.
He was Chairman and Chief Executive Officer of Bank of Boston Corporation and
its principal subsidiary, The First National Bank of Boston, from prior to 1994
until 1995.

Committees of the Board

The Board of Directors of GenTek will have four standing committees:
an Audit Committee; a Compensation Committee; an Executive Committee; and a
Nominating Committee.

The Audit Committee will consist of Messrs. Gildea, Sperling and
Stepanian, with Mr. Stepanian serving as Chairman. It will be responsible for,
among other things, recommending the firm to be appointed as independent
accountants to audit GenTek's financial statements and to perform services
related to the audit; approving in advance the general nature of each
professional service performed by the independent public accountants; reviewing
the scope and results of the audit with the

<PAGE>

independent accountants; reviewing with the management and the independent
accountants GenTek's year-end operating results; considering the adequacy of the
internal accounting and control procedures of GenTek; reviewing the non-audit
services to be performed by the independent accountants, if any; considering the
effect of such performance on the accountants' independence; directing and
supervising, when appropriate, special investigations into matters within the
scope of the independent public accountants duties; and performing such other
tasks related to and in furtherance of the foregoing as it may consider
necessary or appropriate or as may be assigned to it by the Board from time to
time.

The Compensation Committee will consist of Messrs. Meister and
Sperling, with Mr. Sperling serving as Chairman. It will be responsible for,
among other things, reviewing and recommending compensation arrangements for
Directors and officers; approving such arrangements for other senior level
employees; administering certain benefit and compensation plans of GenTek and
its subsidiaries; monitoring the activities of an internal committee of members
of management established to carry out policies and guidelines with respect to
such plans; and performing such other tasks related to and in furtherance of the
foregoing as it may consider necessary or appropriate or as may be assigned to
it by the Board from time to time. A subcommittee of the Compensation Committee,
comprised solely of "outside directors" (as such term is used in Section 162(m)
of the Code) who are also "Non-Employee Directors" (as such term is defined in
Rule 16b-3 of the Exchange Act), will have exclusive authority to approve any
awards of stock or options to directors of GenTek (other than Non-Employee
Directors) or other individuals who are "officers" of GenTek for purposes of
Section 16 of the Exchange Act under GenTek's Long-Term Incentive Plan
(described below) and to administer elements of GenTek's 1998 Annual Performance
Incentive Plan (also described below) covered by Section 162(m) of the Code. The
subcommittee will also be responsible for determining whether the performance
goals under the Annual Plan (as defined herein) have been met. In the remainder
of this Information Statement, references to the Compensation Committee shall be
deemed to be references to the subcommittee in all cases where Section 162(m) of
the Code or Section 16 of the Exchange Act would require that action be taken by
the subcommittee rather than the full Compensation Committee.

The Executive Committee will consist of Messrs. Montrone, Russell
and Stepanian, with Mr. Montrone serving as Chairman. The Executive Committee
possesses, and may exercise during the interval between meetings of the Board,
all the powers of the Board. The Committee is responsible for overseeing the
management and direction of all business and affairs of GenTek, in such manner
as the Executive Committee deems in the best interests of GenTek. Meetings may
be called by the Chief Executive Officer of GenTek or the Chairman of the
Committee.

The Nominating Committee will consist of all members of the Board,
with Mr. Montrone serving as Chairman. The Nominating Committee is responsible
for nominating persons for election to the Board. The Nominating Committee will
consider nominees properly recommended by stockholders.

<PAGE>

THE GENTEK BUSINESS:
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation of Directors

The Non-Employee Directors of GenTek will be entitled to receive
cash and other compensation pursuant to the plans described below.

Cash Compensation. Non-Employee Directors of GenTek will receive
compensation of $_______ per year, with no additional fees for attendance at the
company's Board or committee meetings. Employee Directors will not be paid any
fees or additional compensation for service as members of GenTek's Board or any
of its committees. All Directors are reimbursed for expenses incurred in
connection with attending GenTek's Board and committee meetings.

Retirement Plan for Non-Employee Directors. Pursuant to GenTek's
Retirement Plan for Non-Employee Directors, any Non-Employee Director who
retires from GenTek's Board with at least five years of service as a Director
(other than Messrs. Montrone and Meister) will be eligible for an annual
retirement benefit for the remainder of such Director's lifetime. The annual
retirement benefit is equal to 50% of the Director fee in effect at the date of
such Director's retirement for a Director who retires with five years of
eligible service and is increased by 10% of the Director fee in effect at the
date of such Director's retirement for each additional year of service, up to
100% of such fee for ten or more years of service as a Director or for Directors
who retire after age 70. Payment of the retirement benefits to any Director will
commence upon the later of the Director's retirement from GenTek's Board or the
attainment of age 60. Retirement benefits may be suspended or terminated if the
retired Director refuses to render consultative services and advice to GenTek or
engage in any activity which competes with GenTek's business.

Restricted Unit Plan for Non-Employee Directors. Prior to the
Spinoff, GenTek will adopt, effective as of the Spinoff, a Restricted Unit Plan
for Non-Employee Directors, pursuant to which each Non-Employee Director of
GenTek (other than Messrs. Montrone and Meister), upon becoming a Director of
GenTek, will receive a one-time grant of ______ restricted units under the
Restricted Unit Plan for Non-Employee Directors evidencing a right to receive
shares of GenTek Common Stock, subject to certain restrictions. GenTek will
maintain a memorandum account for each Director who received the grant of
restricted units and credit to such account the amount of any cash dividends and
shares of stock of any subsidiary distributed on the shares of GenTek Common
Stock ("Dividend Equivalents") underlying such Director's restricted units from
the date of grant until the payment date described below. No shares of GenTek
Common Stock will be issued at the time restricted units are granted, and GenTek
will not be required to set aside a fund for any such grant or for amounts
credited to the memorandum account. Pursuant to the terms of the Plan neither
the restricted units nor the memorandum account may be sold, assigned, pledged
or otherwise disposed of ___ percent of the restricted units and the related
Dividend Equivalents will vest for each year of service as a Director of GenTek.
Vested restricted units and the related Dividend Equivalents will not be payable
until the Director ceases to be a member of GenTek's Board. At that time, the
Director will receive one share of GenTek Common Stock for each vested
restricted unit, provided that a Director may elect, prior to the date on which
restricted units vest, to have payment deferred to a later date. Any restricted
units and related Dividend Equivalents that have not vested at the time the
Director ceases to be a Director of GenTek will be canceled unless service has
terminated because of death or disability, in which event all such restricted
units and related Dividend Equivalents will vest immediately. When payment of
restricted units is made, Non-Employee Directors (other than Messrs. Montrone
and Meister) will also receive cash and securities equal to the related Dividend
Equivalents, together with interest on the cash based upon the average quoted
rate for ten-year

<PAGE>

U.S. Treasury Notes. In the event of a stock dividend, stock split,
recapitalization, merger, liquidation or similar event, the Board, in its sole
discretion, may make equitable adjustments in outstanding awards and the number
of shares of GenTek Common Stock reserved for issuance under the plan.

Executive Compensation

In general, compensation for executive officers and other key
employees of GenTek will consist of base salary, annual bonus awards (a portion
of which may be payable in restricted stock) and long-term incentive awards of
options or restricted stock that may be made from time to time under the GenTek
Inc. Long-Term Incentive Plan (described below).

Annual Performance Incentive Plan

Prior to the consummation of the Spinoff, the Board of GenTek will
adopt, and General Chemical Group, as sole shareholder of GenTek will approve,
effective upon the consummation of the Spinoff, a GenTek Inc. Annual Performance
Incentive Plan (the "GenTek Annual Plan"), pursuant to which executive officers
and key employees of GenTek and its subsidiaries will be eligible to receive
annual or other periodic bonuses. The GenTek Annual Plan will be administered by
the GenTek Compensation Committee. Non-Employee Directors will not be eligible
for awards under the GenTek Annual Plan.

Each year GenTek will establish target incentive bonuses for
participants in the GenTek Annual Plan. Bonuses will be payable under the GenTek
Annual Plan for a year if GenTek meets the performance objectives for such year
selected for a participant or group of participants by the Compensation
Committee. The performance objectives may be based upon either company-wide or
operating unit performance in the following areas: earnings per share, revenues,
operating cash flow, operating earnings, working capital to sales ratio and
return on capital.

In addition, notwithstanding the foregoing, the Compensation
Committee will have the right, in its discretion, to pay to any participant an
annual bonus based on individual performance or any other criteria that the
Committee deems appropriate and, in connection with the hiring of any person or
otherwise, the Compensation Committee may provide for a minimum bonus amount in
any calendar year, regardless of whether performance objectives are attained.

The GenTek Annual Plan is expected to vest broad powers in the
Compensation Committee to administer and interpret the Plan. The Compensation
Committee's powers are expected to include authority, within the limitations set
forth in the Annual Plan, to select the persons to be granted awards, to
determine the time when awards will be granted, to determine and certify whether
objectives and conditions for earning awards have been met, to determine whether
payment of an award will be made at the end of an award period or deferred, and
to determine whether an award or payment of an award should be reduced or
eliminated. The GenTek Annual Plan is also expected to generally vest broad
powers in the Compensation Committee to amend and terminate the GenTek Annual
Plan.

Long-Term Incentive Plan

Prior to the consummation of the Spinoff, the Board of Directors of
GenTek will adopt and General Chemical Group, as sole stockholder of GenTek will
approve, effective upon the consummation of the Spinoff, the GenTek Inc.
Long-Term Incentive Plan (the "LTIP"). The LTIP provides for the grant of any or
all of the following types of awards: (i) stock options, including incentive
stock options; (ii)

<PAGE>

stock appreciation rights ("SARs"); (iii) restricted stock and restricted units;
(iv) incentive stock and incentive units; and (v) deferred stock units (each, an
"Award").

The LTIP will also provide for the grant of conversion and
replacement of General Chemical Group equity-related incentive awards held by
employees of GenTek in connection with the Spinoff. See General Chemical Group
Stock Option and Restricted Unit Conversion.

LTIP awards may be granted to key employees, including executive
officers of GenTek, its subsidiaries and affiliates, but may not be granted to
any director who is not also an employee of GenTek, its subsidiaries or
affiliates. The number of employees participating in the LTIP will vary from
year to year. Initially, ___ shares of GenTek Common Stock will be authorized
for issuance under the LTIP.

If shares subject to an option under the LTIP cease to be subject to
such option, or if shares awarded under the LTIP are forfeited or if an award
otherwise terminates without a payment being made to the participant in the form
of GenTek Common Stock, such shares will again be available for future award
under the LTIP. In the event of certain changes in GenTek's capital structure
affecting GenTek Common Stock, the Compensation Committee may make appropriate
adjustments in the number of shares that may be awarded and in the number of
shares covered by options and other awards then outstanding under the LTIP, and,
where applicable, the exercise price of outstanding awards under the LTIP. The
LTIP will be administered by the Compensation Committee.

Stock Options

The Compensation Committee may grant options to purchase shares of
GenTek Common Stock that are either "qualified," which includes those awards
that satisfy the requirements of Section 422 of the Code for incentive stock
options, or "nonqualified," which includes those awards that are not intended to
satisfy the requirements of Section 422 of the Code. Under the terms of the
LTIP, the exercise price of the options will, unless the Compensation Committee
determines otherwise, not be less than GenTek Common Stock's fair market value
at the time of grant. The exercise price of the option is payable in cash or its
equivalent or, as permitted by the Compensation Committee, by exchanging shares
of GenTek Common Stock owned by the participant, or by a combination of the
foregoing.

The options will generally have a term of ten years, unless the
Compensation Committee specifies a shorter term, and, unless the Compensation
Committee otherwise determines, will become exercisable in four equal annual
installments commencing on the first anniversary of the date of grant. If an
option holder ceases employment with GenTek as a result of the holder's (i)
death, (ii) disability, (iii) early retirement with the consent of the
Compensation Committee or (iv) normal retirement, the holder (or his or her
beneficiary or legal representative) may exercise any option, regardless of
whether then exercisable, for a period of one year (or such greater or lesser
period as determined by the Compensation Committee at or after grant), but in no
event after the date the option otherwise expires. If an option holder's
employment is terminated for any other reason, all of his or her options will
immediately terminate, regardless of whether then exercisable (unless determined
otherwise by the Compensation Committee). The Compensation Committee may provide
that a participant who delivers shares of GenTek Common Stock to exercise an
option when the market value of the GenTek Common Stock exceeds the exercise
price of the option will be automatically granted new options for the number of
shares delivered to exercise the option ("reload options"). Reload options will
be subject to the same terms and conditions as the related option except that
the exercise price will be the fair market value on the date the reload option
is granted and such reload options will not be exercisable for six months.

<PAGE>

Stock Appreciation Rights

The LTIP authorizes the Compensation Committee to grant SARs in
tandem with a stock option, in addition to a stock option, or freestanding and
unrelated to a stock option. SARs entitle the participant to receive the excess
of the fair market value of a stated number of shares of GenTek Common Stock on
the date of exercise over the base price of the SAR. The base price may not be
less than 100% of the fair market value of the GenTek Common Stock on the date
the SAR is granted. The Committee shall determine when an SAR is exercisable,
the method of exercise, and whether settlement of the SAR is to be made in cash,
shares of GenTek Common Stock or a combination of the foregoing.

Restricted Stock and Restricted Units

The LTIP authorizes the Compensation Committee to grant Awards in
the form of restricted stock and restricted units. For purposes of the LTIP,
restricted stock is an Award of GenTek Common Stock and a restricted unit is a
contractual right to receive GenTek Common Stock (or cash based on fair market
value of GenTek Common Stock). Such awards will be subject to such terms and
conditions, if any, as the Compensation Committee deems appropriate. Unless
otherwise determined by the Compensation Committee, participants will be
entitled to receive either currently or at a future date, dividends or other
distributions paid with respect to restricted stock and, if and to the extent
determined by the Compensation Committee, either will be credited with or
receive, currently an amount equal to dividends paid with respect to the
corresponding number of shares covered by restricted units. Restricted stock and
restricted units become vested and nonforfeitable and the restricted period will
lapse pro rata on each of the first four anniversaries of the date of grant
unless the Compensation Committee determines otherwise. If a participant's
employment terminates because of death, disability, early retirement (with the
Compensation Committee's consent) or normal retirement, during the period in
which the transfer of shares is restricted, the restricted stock or restricted
units will become vested and nonforfeitable as to that percentage of the shares
based upon the days worked as a percentage of total days in the restricted
period (or such greater percentage as the Compensation Committee may determine).
Unless nonforfeitable on the date of termination or otherwise determined by the
Compensation Committee, a restricted stock or restricted unit award will be
forfeited on termination of employment.

Incentive Stock and Incentive Units

The LTIP allows for the grant of Awards in the form of incentive
stock and incentive units. For purposes of the LTIP, incentive stock is an Award
of GenTek Common Stock and an incentive unit is a contractual right to receive
GenTek Common Stock (or cash based on fair market value of GenTek Common Stock).
Such awards will be contingent upon the attainment, in whole or in part, of
certain performance objectives over a period to be determined by the
Compensation Committee. With regard to a particular performance period, the
Compensation Committee will have the discretion, subject to the LTIP's terms, to
determine the terms and conditions of such Awards, including the performance
objectives to be achieved during such period and the determination of whether
and to what degree such objectives have been attained. Unless otherwise
determined by the Compensation Committee, participants will be entitled to
receive, either currently or at a future date, all dividends and other
distributions paid with respect to the incentive stock and, if and to the extent
determined by the Compensation Committee, either to be credited with or receive
currently an amount equal to dividends paid with respect to the corresponding
number of shares covered by the incentive units. If a participant's employment
terminates because of death, disability, early retirement (with the Compensation
Committee's consent) or normal retirement during the measurement period, an
Award of incentive stock or incentive units will become vested and
nonforfeitable as to that percentage of the award that would have been earned
based on the attainment of performance objectives for the days worked as a
percentage

<PAGE>

of total days in the performance period (or such greater percentage as the
Compensation Committee may determine). Unless the Compensation Committee
determines otherwise, any incentive stock or incentive unit award will be
forfeited on termination of employment.

Deferred Stock

An Award of deferred stock confers upon a participant the right to
receive shares of GenTek Common Stock at the end of a specified deferral period.
On such date or dates established by the Compensation Committee and subject to
such terms and conditions as determined by the Compensation Committee, a
participant may be permitted to defer receipt of all or a portion of his or her
annual salary and/or annual incentive bonus ("Deferred Annual Amount") and
receive the equivalent amount in elective units based on the fair market value
of GenTek Common Stock on the date of grant. To the extent determined by the
Compensation Committee, a participant may also receive supplemental stock units
for a percentage of the Deferred Annual Amount. Deferred stock units carry no
voting rights until the shares have been issued. The Compensation Committee will
determine whether any dividend equivalents attributable to deferred units are to
be paid currently or credited to the participant's account and deemed reinvested
in deferred stock units. Deferred stock units and dividend equivalents with
respect thereto are fully vested at all times. Unless the Compensation Committee
provides otherwise, supplemental stock units and dividend equivalents with
respect thereto will become fully vested on the fourth anniversary of the date
the corresponding deferred amount would have been paid and free standing stock
units and dividend equivalents with respect thereto will become fully vested on
the third anniversary of the corresponding GenTek Common Stock in lieu of cash
Award.

If there is a "Change in Control", all Awards that are not then
vested will become vested and any restrictions or limitations will lapse. For
these purposes, a "Change in Control" shall mean the occurrence of any of the
following events: (1) the members of the Board at the beginning of any
consecutive twenty-four calendar month period (the "Incumbent Directors") cease
for any reason other than death to constitute at least a majority of the Board,
provided that any director whose election, or nomination for election by
GenTek's stockholders, was approved by a vote of at least a majority of the
members of the Board then still in office who were members of the Board at the
beginning of such twenty-four calendar month period, other than as a result of a
proxy contest, or any agreement arising out of an actual or threatened proxy
contest, will be treated as an Incumbent Director; or (2) any "person",
including a "group" (as such terms are used in Sections 13(d) and 14(d)(2) of
the Exchange Act), but excluding GenTek, any subsidiary of GenTek or any
employee benefit plan of GenTek or any subsidiary of GenTek is or becomes the
"beneficial owner" (as defined in Rule 13(d)(3) under the Exchange Act),
directly or indirectly, of securities of GenTek representing 20% or more of the
combined voting power of GenTek's then outstanding securities; or (3) the
stockholders of GenTek approve a definitive agreement (A) for the merger or
other business combination of GenTek with or into another corporation, a
majority of the directors of which were not directors of GenTek immediately
prior to the merger and in which the stockholders of GenTek immediately prior to
the effective date of such merger own a percentage of the voting power in such
corporation that is less than one-half of the percentage of the voting power
they owned in GenTek immediately prior to such transaction or (B) for the sale
or other disposition of all or substantially all of the assets of GenTek to any
other entity; provided, in each case, that such transaction has been
consummated; or (4) the purchase of GenTek Common Stock pursuant to any tender
or exchange offer made by any "person", including a "group" (as such terms are
used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than GenTek, any
subsidiary of GenTek, or an employee benefit plan of GenTek or any subsidiary of
GenTek, for 20% or more of the Stock of GenTek. Notwithstanding the foregoing, a
"Change in Control" will not be deemed to occur in the event GenTek files for
bankruptcy, liquidation or reorganization under the United States Bankruptcy
Code.

<PAGE>

The Board or the Compensation Committee may amend, suspend or
terminate the LTIP.

Other Benefit Plans and Arrangements

The GenTek Business' employees will continue to participate in the
General Chemical Corporation Salaried Employees Pension Plan (the "Pension
Plan") -- of which GenTek will continue to be the sponsor following the Spinoff
- -- on the same terms and conditions as before the Spinoff, as well as in the
other benefit plans and arrangements that GenTek will either establish or
continue to sponsor pursuant to the Employee Benefits Agreement. For further
information on the Employee Benefit Agreement to be entered into by GenTek and
New GCG on the Spinoff Date, see the section "Arrangements Between GenTek and
New GCG Relating to the Spinoff -- Employee Benefits Agreement."

A participating employee's annual retirement benefit is determined
by the employee's credited service under the Pension Plan and average annual
earnings during the five years of the final ten years of service credited under
the Pension Plan for which such employees' earnings were highest. Annual
earnings include principally salary, overtime and short-term incentive
compensation. The Pension Plan provides that a participating employee's right to
receive benefits under the Pension Plan becomes fully vested after five years of
service. Under the Pension Plan, benefits are adjusted by a portion of the
social security benefits received by participants.

In addition, it is anticipated that GenTek's key executives will
participate in an unfunded nonqualified excess benefit plan which pays benefits
which would otherwise accrue in accordance with the provisions of the Pension
Plan, but which are not payable under the Pension Plan by reason of certain
benefit limitations imposed by the Code.

<PAGE>

The table below indicates the estimated maximum annual retirement
benefit a hypothetical participant would be entitled to receive under the
Pension Plan and the excess benefit plan (without regard to benefit limitations
imposed by the Code) before any deduction for social security benefits if the
retirement occurred December 31, 1997, at the age of 65, after the indicated
number of years of credited service and if average annual earnings equaled the
amounts indicated.

<TABLE>
<CAPTION>
YEARS OF CREDITED SERVICE(2)
----------------------------------------------------
AVERAGE ANNUAL 15 20 25 30 35
EARNINGS(1) YEARS YEARS YEARS YEARS YEARS
- ---------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$200,000 .......... $ 60,000 $ 80,000 $100,000 $100,000 $105,000
250,000 .......... 75,000 100,000 125,000 125,000 131,250
300,000 .......... 90,000 120,000 150,000 150,000 157,500
400,000 .......... 120,000 160,000 200,000 200,000 210,000
500,000 .......... 150,000 200,000 250,000 250,000 262,500
600,000 .......... 180,000 240,000 300,000 300,000 315,000
700,000 .......... 210,000 280,000 350,000 350,000 367,500
800,000 .......... 240,000 320,000 400,000 400,000 420,000
900,000 .......... 270,000 360,000 450,000 450,000 472,500
1,000,000 .......... 300,000 400,000 500,000 500,000 525,000
</TABLE>

(1) Compensation qualifying as annual earnings under the Pension Plan
approximate the amounts set forth as Salary and Bonus in the Summary
Compensation table for the individuals listed on such table.
(2) The number of years of credited service under the Pension Plan for Messrs.
Russell, Passino, Tanis, Klink and Wilkinson is approximately 22, 19, 11,
24 and 14, respectively.

Summary Compensation Table

The following table summarizes compensation awarded or paid by
General Chemical Group and its subsidiaries during the periods indicated below
to GenTek's Chief Executive Officer and the four most highly compensated other
executive officers of General Chemical Group at year-end 1998 who will be
employees of GenTek subsidiaries after the Spinoff (collectively, the "Named
Executive Officers"). The Named Executive Officers (other than the Chief
Executive Officer) will not be executive officers of GenTek after the Spinoff
and will be employees of General Chemical Corporation, a subsidiary of GenTek.
See "The GenTek Business: Management." All stock compensation was in the form of
Common Stock, or options to purchase Common Stock, of General Chemical Group.

<PAGE>

<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation Awards
--------------------------------- ------------------------
All Other
Name and Fiscal Salary Bonus Options Compensation
Principal Position(1) Year ($) ($) (#) ($)
- --------------------- ------ ------ ----- ------- ------------
<S> <C> <C> <C> <C> <C>
Richard R. Russell 1998 400,000 ______ ______ ______
President and Chief 1997 400,000 375,000 -- 46,000
Executive Officer 1996 400,000 425,000 400,000 49,000

Ralph M. Passino 1998 250,000 50,000 ______ ______
Vice President and 1997 250,000 225,000 -- 28,000
General Manager, 1996 250,000 265,000 65,000 30,000
Manufacturing

James N. Tanis 1998 250,000 50,000 ______ ______
Vice President and 1997 250,000 225,000 -- 28,000
General Manager, 1996 250,000 225,000 65,000 28,000
Performance Products

Bodo B. Klink 1998 205,000 34,000 ______ ______
Vice President, Business 1997 205,000 120,000 5,000 20,000
Development and Services 1996 195,000 150,000 20,000 20,000

James A. Wilkinson 1998 220,000 40,000 ______ ______
Vice President, 1997 220,000 110,000 ______ ______
Manufacturing 1996 220,000 100,000 20,000 18,000
</TABLE>

- ---------
(1) Except for Mr. Russell, who will be the President and Chief Executive
Officer of GenTek, none of the Named Executive Officers will be an officer
of GenTek. The positions indicated in the table are such persons'
positions with General Chemical Group.

Option Grants in Last Fiscal Year

After the identity of the executive officers of GenTek has been
determined, GenTek will, in an amendment to this Information Statement and the
Form 10 (which includes this Information Statement), provide the information
contemplated by the following table.

The following table sets forth information concerning individual
grants of stock options by General Chemical Group to Named Executive Officers
during fiscal year 1998 for the purchase of General Chemical Group Common Stock.
For a discussion of the treatment of General Chemical Group stock option plans
in connection with the Spinoff with respect to the executive officers of GenTek,
see "--Executive Compensation" above.

<PAGE>

<TABLE>
<CAPTION>
Individual Grants
---------------------------------------------------------------------------------
Shares Value of Unexercised
Acquired Value In-the-Money
on Realized Options at 12/31/98 ($)(1)
Name Exercise ($) Exercisable Unexercisable Exercisable Unexercisable
-------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard R. Russell -- -- -- 400,000 0 0
Ralph M. Passino -- -- 24,000 41,000 0 0
James N. Tanis -- -- 24,000 41,000 0 0
Bobo B. Klink -- -- 12,000 13,000 0 0
James A. Wilkinson -- -- -- -- -- --
</TABLE>

General Chemical Group Stock Option and Restricted Unit Conversion

Pursuant to the Employee Benefits Agreement, effective on the
Spinoff Date, holders of outstanding options to purchase General Chemical Group
common stock and holders of restricted stock units will have their interests
adjusted as described below.

Stock Options. Employees of GenTek who hold General Chemical Group
stock options will have such General Chemical Group stock options entirely
converted into GenTek stock options under the GenTek LTIP. The number of shares
covered by such a converted stock option award, and the exercise price per
share, will be determined in a manner that preserves (i) the difference between
the exercise price and value of the shares covered by the General Chemical Group
stock option and (ii) the ratio of the exercise price per share to the fair
market value of the share covered by the option. Employees of New GCG who hold
General Chemical Group stock options will retain their options, which shall be
adjusted in the manner described above. All other terms of such converted or
adjusted options will remain unchanged. Individuals who continue to provide
employment, consulting and similar services to both GenTek and New GCG will
retain their options to acquire shares of Common Stock of General Chemical Group
and will receive additional options to acquire shares of Common Stock of GenTek,
in each case as adjusted in the manner described above.

Restricted Units. Each restricted unit, whether held by employees of
GenTek or New GCG, will, following the Spinoff Date, represent a similar award
with respect to a share of each of GenTek and New GCG.

<PAGE>

BENEFICIAL OWNERSHIP OF GENTEK
AND GENERAL CHEMICAL GROUP COMMON STOCK

The table below sets forth, to the best knowledge and belief of
GenTek and General Chemical Group as of March 1, 1999, certain information
regarding the beneficial ownership of shares of Common Stock of General Chemical
Group by (a) each person who beneficially owns more than 5% of such shares, (b)
each of the Directors of General Chemical Group, (c) each of the Named Executive
Officers and (d) all Directors and executive officers as a group.

As of the Spinoff, the authorized, issued and outstanding capital
stock of GenTek will be substantially identical to that of General Chemical
Group. As a result, the issued and outstanding capital stock of GenTek will
consist of shares of Common Stock, entitling its holder to one vote for each
share, and Class B Common Stock, entitling its holder to ten votes for each
share. Holders of Class B Common Stock may convert each such share of Class B
Stock at any time and from time to time into one share of Common Stock. Mr. Paul
Montrone holds or controls (including the Montrone Trusts) 9,758,421 shares of
Class B Common Stock of General Chemical Group representing all of the issued
and outstanding shares of Class B Common Stock of General Chemical Group. In
order to facilitate obtaining a private letter ruling from the IRS concerning
the tax-free nature of the Spinoff, Mr. Montrone and his family trusts have
agreed to the Class B Conversion, which would result in the conversion of
5,800,000 shares of Class B Common Stock into Common Stock of General Chemical
Group on or prior to the Record Date. As a result of such conversion, the voting
power of the shares held or controlled by Mr. Montrone and the Montrone Trusts
will decrease from 89.9% to 80.6%. General Chemical Group believes that, without
the Class B Conversion, the Spinoff could have adverse tax consequences to
General Chemical Group. See "Description of Capital Stock of GenTek."

The ownership information presented below: (a) reflects the
distribution ratio of one share of GenTek Common Stock for every share of Common
Stock of General Chemical Group; and (b) assumes no change in record ownership
of Common Stock of General Chemical Group since March 15, 1999.

<PAGE>

<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership of
of GenTek General Chemical Group
------------------------ -------------------------
Name of Common Percent of Common Percent of
Beneficial Owner Stock Class (1) Stock Class (1)
- ---------------- ------- ----------- ------- ----------
<S> <C> <C> <C> <C>
5% Shareholders
Paul M. Montrone(2)(3)(4)(5).............. 9,811,421 47.3% 9,811,421 47.3%
1996 and February 1998
GRATs(3)(5)............................. 3,552,502 17.1 3,552,502 17.1
Thomson Horstmann & Bryant,
Inc.(6)................................. 889,250 4.3(12) 889,250 4.3(12)
Franklin Resources, Inc.(7)............... 878,100 4.2(12) 878,100 4.2(12)
C.A. Delaney Capital Management
Ltd.(8)................................. 755,132 3.6(12) 755,132 3.6(12)
J.P. Morgan & Co. Incorporated(9)......... 747,700 3.6(12) 747,700 3.6(12)
Equitable Life Assurance
Society(10)............................. 650,000 3.1(12) 650,000 3.1(12)
John W. Gildea (11)....................... 590,996 2.9(12) 590,996 2.9(12)

Directors and Officers
Paul M. Montrone (2)(3)(4)(5)............. 9,811,421 47.3% 9,811,421 47.3%
John W. Gildea (11)....................... 590,996 2.9 590,996 2.9
Richard R. Russell........................ 43,388 * 43,388 *
Ralph M. Passino.......................... 32,194 * 32,194 *
James N. Tanis............................ 25,194 * 25,194 *
James A. Wilkinson........................ ______ * ______ *
Bodo W. Klink............................. ______ * ______ *
Scott M. Sperling......................... 5,000 * 5,000 *
Ira Stepanian............................. 5,000 * 5,000 *
Paul M. Meister........................... 3,000 * 3,000 *
All directors and executive officers
as a group (10 persons) (13).............. 10,516,193 50.2 10,516,193 50.2
</TABLE>

- ----------

* Less than 1%.

(1) The percentage ownership of Common Stock of each company has been
calculated assuming the conversion of all outstanding shares of Class B
Common Stock into Common Stock. The percentage ownership of Common Stock
has been calculated assuming 10,973,192 shares of Common Stock and
9,758,421 shares of Class B Common Stock (i.e., a total of 20,731,613
shares) are issued and outstanding, which represent the number of shares
of General Chemical Group issued and outstanding as of March 15, 1999.

(2) Includes 2,205,919 shares of Class B Common Stock held directly by Mr.
Montrone. Also includes the shares of Class B Common Stock, the shares
owned by the 1996 GRAT, the February 1998 GRAT, the December 1998 GRAT and
the 1999 GRAT. By virtue of his position as co-trustee of the December
1998 GRAT and the 1999 GRAT and his relationship with the trustee of the
1996 GRAT and the February 1998 GRAT, as well as his status as the settlor
and annuity beneficiary of such GRATs, Mr. Montrone may be deemed
beneficial owner of all the shares held by such

<PAGE>

GRATs. The address for Mr. Montrone is c/o The General Chemical Group
Inc., Liberty Lane, Hampton, New Hampshire 03842. See also "Certain
Relationships and Affiliate Transactions -- Stockholder Agreements."

(3) A grantor retained annuity trust formed in 1996 (the "1996 GRAT") owns
2,044,021 shares of Class B Common Stock. A grantor retained annuity trust
formed in February 1998 (the "February 1998 GRAT") owns 1,508,481 shares
of Class B Common Stock. Mr. Paul Montrone was the settlor, and is the
annuity beneficiary, of both the 1996 GRAT and the February 1998 GRAT.
Sandra G. Montrone, the wife of Mr. Montrone, is the sole trustee of the
1996 GRAT and the sole trustee with investment and voting discretion of
the February 1998 GRAT. By virtue of her position as sole trustee, Ms.
Montrone may be deemed the beneficial owner of all shares held by the 1996
GRAT and the February 1998 GRAT. Wilmington Trust Company is the
administrative trustee of the February 1998 GRAT. The address for the 1996
GRAT and the February 1998 GRAT is c/o Sandra G. Montrone, as trustee,
Liberty Lane, Hampton, New Hampshire 03842.

(4) Two grantor retained annuity trusts, one formed in December 1998 (the
"December 1998 GRAT") and another formed in March 1999 (the "1999 GRAT"),
of which Mr. and Ms. Montrone are co-trustees, each own 2,000,000 shares
of Class B Common Stock. Wilmington Trust Company is the administrative
trustee of the December 1998 GRAT and the 1999 GRAT. By virtue of their
position as co-trustees, each of Mr. and Ms. Montrone may be deemed
beneficial owner of all shares held by the December 1998 GRAT and the 1999
GRAT.

(5) Does not include 100,000 shares of Common Stock held by a charitable
foundation, of which Mr. Montrone is a Director and Ms. Montrone is a
Director and officer. By virtue of their positions with the charitable
foundation, Mr. and Ms. Montrone may be deemed to be beneficial owners of
the shares of Common Stock held by the charitable foundation. Mr. and Ms.
Montrone disclaim any beneficial ownership of the 100,000 shares of Common
Stock held by the charitable foundation.

(6) The information presented herein is based solely upon a Schedule 13G
filing made with the SEC by Thomson Horstmann Bryant, Inc. ("Horstmann")
on January 28, 1999. According to such filing, Horstmann as sole voting
power over 572,600 of the above shares, shared voting power over 15,600 of
the above shares and sole dispositive power over 889,250 of the above
shares. The address of Horstmann is Park 80 West, Plaza Two, Saddle Brook,
New Jersey 07663.

(7) The information presented herein is based solely upon a Schedule 13G
filing made with the SEC by Franklin Resources, Inc. ("Franklin") on
January 28, 1999. According to such filing, Franklin filed such Schedule
13G on behalf of the following group of individuals: (i) Franklin itself
(parent holding company); (ii) Mr. Charles B. Johnson (principal
shareholder of parent holding company); (iii) Mr. Rupert H. Johnson, Jr.
(principal shareholder of parent holding company); and (iv) Franklin
Mutual Advisors, Inc. (investment advisor). According to the Schedule 13G
filing, Franklin Mutual Advisors, Inc. possesses sole voting and
dispositive power over all of such shares. Neither Franklin nor Messrs.
Charles or Rupert Johnson possess sole voting or sole dispositive power
over any of the above shares. The address of Franklin, Mr. Charles B.
Johnson and Mr. Rupert H. Johnson, Jr. is 777 Mariners Island Boulevard,
6th Floor, San Mateo, CA 94404. The address of Franklin Mutual Advisers,
Inc. is 51 John F. Kennedy Parkway, Short Hills, NJ 07078.

(8) The information presented herein is based solely upon information provided
by C.A. Delaney Capital Management Ltd. ("Delaney Capital") to General
Chemical Group in February 1999. According to Delaney Capital, Spectrum
United Canadian Growth Fund and the private clients, for

<PAGE>

which Delaney Capital acts as the investment manager, are registered
holders of 493,500 shares and 261,632 shares. According to a Schedule 13G
filing made with the SEC by Delaney Capital on February 13, 1998, Delaney
Capital possess sole voting and dispositive power over the shares whose
registered holders are Spectrum United Canadian Growth Fund and private
clients. The address of Delaney Capital is BCE Place, Canada Trust Tower,
161 Bay Street, P.O. Box 713, Suite 5100, Toronto, Ontario, Canada M5J
251.

(9) The information presented herein is based solely upon a Schedule 13G/A
filing made with the SEC by J.P. Morgan & Co. Incorporated ("J.P. Morgan")
on February 22, 1999. According to such filing, J.P. Morgan possesses sole
voting power over 656,200 of the above shares and sole dispositive power
over all such shares. The address of J.P. Morgan is 60 Wall Street, New
York, NY 10260.

(10) The information presented herein is based solely upon a Schedule 13D
filing made with the SEC by Equitable Life Assurance Society ("Equitable")
on May 2, 1997. According to such filing, Equitable possesses sole voting
and sole dispositive power over all of such shares. The address of
Equitable is City Place House, 55 Basinghall Street, London EC2V 5DR,
England.

(11) The information presented herein is based solely upon a Schedule 13D
filing made with the SEC on February 16, 1999 by Mr. John W. Gildea, a
director of General Chemical Group, on behalf of himself and Network Fund
III, Ltd. ("Network"). Network is an investment fund managed by Gildea
Management Company, of which Mr. Gildea is the Chairman of the Board of
Directors, Chief Executive Officer and sole stockholder. According to such
filing, Network possesses sole voting power over 470,996 shares of such
shares and sole dispositive power over 470,996 of such shares while Mr.
Gildea possesses sole voting and sole dispositive power over 590,996
shares. The address of Mr. Gildea is 115 East Putnam Avenue, Greenwich, CT
06830. The address for Network is P.O. Box 219, Butterfield House, Grand
Cayman, Cayman Islands, BWI.

(12) The percentage ownership of Common Stock has been calculated assuming the
conversion of all outstanding shares of Class B Common Stock into Common
Stock. Prior to such conversion, the percentage ownership of Common Stock
for each of Horstmann, Franklin, Delaney Capital, J.P. Morgan, Equitable
and Mr. Gildea is 8.1%, 8.0%, 6.9%, 6.8%, 5.9% and 5.4%, respectively.

(13) Of such shares, 9,811,421 are beneficially owned by Mr. Montrone (see
notes (2), (3), (4) and (5)) and 590,996 are beneficially owned by Mr.
Gildea (see note (11)).

<PAGE>

CERTAIN RELATIONSHIPS AND AFFILIATE TRANSACTIONS

Agreements with Latona

Mr. Paul M. Montrone, the controlling stockholder and Chairman of
the Board of General Chemical Group, also controls Latona, a management company.
In addition, Mr. Paul M. Meister, a director of General Chemical Group and
GenTek, is a Managing Director of Latona. Since 1995, Latona has been providing
General Chemical Group with strategic management, business and financial
advisory services, including guidance and advice related to financings, security
offerings, recapitalizations and restructurings, tax, corporate secretarial,
employee benefit services and other administrative services. Following the
Spinoff, Latona will continue to provide such services to each of GenTek and New
GCG.

General Chemical Group paid Latona $5.8 million of fees for such
services in 1998. In 1998 General Chemical Group also paid Latona $500,000 for
additional services provided in connection with the acquisition of Reheis. In
1999, Latona has received or will receive additional fees of $600,000 and $1.25
million for services provided in connection with the acquisitions of Defiance
and Noma, respectively. In 1999, GenTek and New GCG will pay Latona an annual
fee of $4.5 million and $1.5 million, respectively, payable quarterly in
advance, adjusted annually after 1999 for increases in the U.S. Department of
Labor, Bureau of Labor Statistics, Consumer Price Index. In addition, each
company will agree to pay Latona additional fees in connection with any
acquisition or business combination for which Latona advises it, comparable to
those received by investment banking firms for such services (subject to the
approval of a majority of such company's independent directors).

Latona's agreements with GenTek and New GCG will be substantially
similar to Latona's current agreement with General Chemical Group. Both
agreements will extend through 2004. The agreements may be terminated by GenTek
or New GCG (as the case may be) or Latona if the other party ceases, or
threatens to cease, to carry on its business, or commits a material breach of
the agreement which is not remedied within 30 days of notice of such breach.
Each of GenTek and New GCG may terminate its agreement if Mr. Montrone ceases to
hold, directly or indirectly, shares of its capital stock constituting at least
20% of the aggregate voting power of its capital stock.

The terms of the agreement between each of GenTek and New GCG and
Latona will not be the result of arm's length negotiations. While there can be
no assurance that the amount of fees to be paid by each of GenTek and New GCG to
Latona will not exceed the amount that these companies would have to pay to
obtain from unaffiliated third parties the services to be provided by Latona,
each of GenTek and New GCG believes that the employees of Latona have extensive
knowledge concerning its respective business which would be impractical for a
third party to obtain. As a result, GenTek and New GCG have not compared the fee
payable to Latona with fees that might be charged by third parties for similar
services. Proposals regarding amendments to, waivers of, extensions of or other
changes in the terms of the agreement with Latona, as well as any transactions
perceived to involve potential conflicts of interest, will be dealt with on a
case-by-case basis, taking into account relevant factors including the
requirements of the NYSE and prevailing corporate practices.

<PAGE>

Stockholder Agreements

Mr. Montrone, who will hold or control (including the Montrone
Trusts) all of the Class B Common Stock and approximately ___% of the
outstanding shares of Common Stock of each of GenTek and New GCG (assuming
conversion of all outstanding Class B Common Stock into Common Stock) upon
completion of the Spinoff, may from time to time acquire shares of Common Stock
or warrants, options or rights to acquire shares of Common Stock of each company
in the open market or in private transactions. General Chemical Group has agreed
not to interfere with any such acquisitions. Prior to the Spinoff, GenTek will
enter into a substantially identical agreement with Mr. Montrone. See
"Beneficial Ownership of GenTek and General Chemical Group Common Stock."

In order to facilitate obtaining the private letter ruling of the
IRS concerning the tax-free nature of the Spinoff, Mr. Montrone and the Montrone
Trusts have agreed to convert some of their shares of Class B Common Stock into
Common Stock of General Chemical Group. As a result of such conversion, the
voting power of the shares held or controlled by Mr. Montrone and the Montrone
Trusts will decrease from 89.9% to 80.6%. General Chemical Group believes that,
without the Class B Conversion, the Spinoff could have adverse tax consequences
to General Chemical Group.

Pursuant to a registration rights agreement with General Chemical
Group, Mr. Montrone and the Montrone Trusts may request, at any time until April
1, 2003, the registration of their shares of Common Stock of GenTek (including
shares of Common Stock received upon conversion of any Class B Common Stock) for
sale under the Securities Act. GenTek will be required to accept up to three
requests for registration and, in addition, to include the shares of Mr.
Montrone and the Montrone Trusts in a proposed registration of shares of GenTek
Common Stock under the Securities Act in connection with the sale of shares of
Common Stock by GenTek or any other stockholder of GenTek. GenTek will be
responsible to pay the expenses of the registration of shares of Mr. Montrone
and the Montrone Trusts, other than brokerage and underwriting commissions and
taxes relating to the sale of the shares. See "The Spinoff," "Beneficial
Ownership of GenTek and General Chemical Group Common Stock" and "Risk
Factors--Control by and Relationship with Principal Stockholder; Potential
Conflicts of Interest."

<PAGE>

ARRANGEMENTS BETWEEN
GENTEK AND NEW GCG
RELATING TO THE SPINOFF

After the Spinoff, GenTek and New GCG will not own any securities in
each other and will be separate, stand-alone public companies.

The general terms and conditions of the Spinoff will be set forth in
a Separation Agreement between General Chemical Group and GenTek (the
"Separation Agreement"). In addition, General Chemical Group and GenTek expect
to enter into the agreements described in this section to facilitate the
separation of the GenTek and Industrial Chemicals Businesses and an orderly
transition in establishing GenTek and New GCG as separate, stand-alone
companies. The agreements summarized below have been filed as exhibits to the
Form 10 filed under the Exchange Act. The following summarizes the material
terms of such agreements but is qualified by reference to the filed agreements.

Separation Agreement

The Separation Agreement provides for, among other things, the
principal corporate transactions required to effect the Spinoff, the conditions
that must be satisfied prior to the Spinoff Date and the allocation between
GenTek and New GCG of certain assets and liabilities. The Separation Agreement
also contemplates the execution by the parties of the following additional
agreements that address particular matters related to the Spinoff: Employee
Benefits Agreement; Transition Support Agreement; Sublease Agreements; Tax
Sharing Agreement; and Intellectual Property Agreement.

Reorganization. The Separation Agreement will set forth the
corporate transactions to be accomplished at or before the Spinoff to separate
the GenTek Business from the Industrial Chemicals Business. Following a series
of pre-Spinoff intra-group transactions, the GenTek Business will be held by
General Chemical Group through GenTek and the Industrial Chemicals Business will
be held by General Chemical Group through New Hampshire Oak and General Chemical
Industrial Products Inc.

Distribution. On or before the Spinoff Date, General Chemical Group
will deliver to the Distribution Agent a certificate or certificates
representing all of the shares of GenTek Common Stock, and will instruct the
Distribution Agent to distribute to each holder of record of Common Stock of
General Chemical Group on the Record Date a certificate or certificates
representing one share of GenTek Common Stock for each share of Common Stock of
General Chemical Group so held. In addition, shares of Class B Common Stock of
GenTek will be distributed, at a ratio of one-for-one, to the holders of record
of Class B Common Stock of General Chemical Group on the Record Date.

Satisfaction of Conditions; Termination. The Board of Directors of
General Chemical Group has the sole discretion to establish and change the
Record Date, the Spinoff Date and any appropriate procedures in connection with
the Spinoff. The Board of Directors of General Chemical Group may amend, modify
or abandon the Spinoff at any time prior to the Spinoff Date. The Spinoff will
not occur unless the following conditions have been satisfied: (i) all necessary
regulatory approvals have been received; (ii) the Form 10 has become effective
under the Exchange Act; (iii) the persons mentioned under "The GenTek Business:
Management" as members of the Board of Directors of GenTek have been elected as
directors, and the GenTek Articles of Incorporation and Bylaws are in effect;
(iv) the necessary changes to the composition of the Board of Directors of
General Chemical Group have been made so that the composition of the Board of
Directors of New GCG shall, after the Spinoff, be as described in the section
entitled "Summary"; (v) GenTek's Common Stock has been approved for listing on
the NYSE, subject to official notice of issuance; (vi) the IRS private letter
ruling concerning the tax-

<PAGE>

free nature of the Spinoff has been issued and has not been subsequently
withdrawn or modified; (vii) GenTek and New GCG have entered into new financing
facilities, and the proceeds of borrowings under those facilities have been
applied to repay debt of General Chemical Group; (viii) the Board of Directors
of General Chemical Group has received a report of an independent appraiser
confirming that General Chemical Group's surplus is sufficient to permit,
without violation of Section 170 of the Delaware General Corporation Law, the
distribution of GenTek Common Stock and Class B Common Stock; (ix) the Class B
Conversion has taken place so that, as of the Record Date, the issued and
outstanding Class B Common Stock will represent less than 20% of the total
number of shares of outstanding Common Stock and Class B Common Stock of General
Chemical Group; and (x) no order, injunction or decree issued by any court of
competent jurisdiction or other legal restraint or prohibition preventing
consummation of the Spinoff shall be in effect.

Separation of Assets and Liabilities. The Separation Agreement
provides that the following will become exclusively the assets of GenTek at or
prior to the Spinoff: (i) the capital stock of Reheis, Defiance, Toledo
Technologies Inc., Balcrank Products Inc. and PDI; (ii) the capital stock of
General Chemical Corporation; (iii) all shares of stock of Noma acquired by the
General Chemical Group and all rights regarding the acquisition of Noma; and
(iv) any assets that are not used principally in the Industrial Chemicals
Business (collectively, the "GenTek Assets"). Pursuant to the Separation
Agreement, New GCG will hold exclusively the following assets: (i) the capital
stock of New Hampshire Oak, General Chemical Industrial Products Inc. and
General Chemical Canada Ltd.; (ii) all of General Chemical Corporation's 51%
interest in General Chemical (Soda Ash) Partners ("GCSAP"), and all rights of
the Managing Partner of such partnership; and (iii) all assets used principally
in the Industrial Chemicals Business (collectively, the "Industrial Assets").

The Separation Agreement further provides that, as of the Spinoff,
all liabilities of the GenTek Business will become exclusively the liabilities
of GenTek (collectively, the "GenTek Liabilities"), including all liabilities:
(i) of GenTek arising under the Separation Agreement or any other agreements
with New GCG relating to the Spinoff; (ii) incurred in the conduct or operation
of GenTek Business or the ownership or use of GenTek Assets, whether arising
before, at or after the Spinoff; (iii) arising under or in connection with the
Form 10, but only to the extent such liabilities relate to statements in, or
omissions from, the Form 10 regarding GenTek or the GenTek Business; (iv) set
forth on the balance sheet of the GenTek Business as of the Spinoff; and (v)
undertaken by General Chemical Group in connection with its purchase of Noma,
Defiance, Reheis, Peridot and Sandco Automotive. All liabilities of General
Chemical Group, other than the GenTek Liabilities (collectively, the "Industrial
Liabilities"), will remain exclusively the liabilities of New GCG, including all
liabilities: (i) of New GCG arising under the Separation Agreement or any other
agreements with GenTek relating to the Spinoff; (ii) incurred in the conduct or
operation of Industrial Chemicals Business or the ownership or use of Industrial
Assets; (iii) arising under or in connection with the Form 10, except for
liabilities relating to information or statements in, or omissions from, the
Form 10 regarding GenTek or the GenTek Business; (iv) set forth on the balance
sheet of the Industrial Chemicals Business as of the Spinoff; and (v) of General
Chemical Group relating to any business formerly owned or operated by it or
arising out of the sale thereof.

Payments Received. From and after the Spinoff Date, both GenTek and
New GCG will promptly transfer to the other, from time to time, any property
received that is an asset of the other. Funds received by one upon the payment
of accounts receivable that belong to the other will be paid promptly to the
other party.

Amendments; Further Assurances. The Separation Agreement may only be
amended or rights thereunder waived by an instrument signed by the party to be
charged with the amendment or waiver.

<PAGE>

GenTek and New GCG will use their reasonable efforts to (i) execute and
deliver such further instruments and documents and take such actions as the
other party may reasonably request in order to effectuate the purposes of the
Separation Agreement and their other agreements relating to the Spinoff, and
(ii) take all actions and do all things reasonably necessary under applicable
laws and agreements or otherwise to consummate and make effective the
transactions contemplated by the Separation Agreement and their other agreements
relating to the Spinoff.

No Representations or Warranties. Except as stated in the Separation
Agreement or other agreements entered into for the Spinoff, no party to such
agreements or any other agreement or document contemplated by the Separation
Agreement or any other agreements entered into for the Spinoff has or shall be
deemed to have made any representation or warranty as to (i) the assets,
businesses or liabilities retained, transferred or assumed as contemplated
thereby, (ii) any consents or approvals required in connection with the transfer
or assumption by such party of any asset or liability contemplated by the
Separation Agreement, (iii) the value of or freedom from any lien, claim, equity
or other encumbrance of, or any other matter concerning, any assets of such
party, or (iv) the absence of any defenses or right of setoff or freedom from
counterclaim with respect to any claim or other asset of any party. Except as
may expressly be set forth in the Separation Agreement or other agreements
entered into for the Spinoff, all such assets were, or are being, transferred,
or are being retained, on an "as is," "where is" basis and the respective
transferees will bear the economic and legal risks that any conveyance will
prove to be insufficient to vest in the transferee a title that is free and
clear of any lien, claim or other encumbrance.

Guaranteed Liabilities. GenTek will use all reasonable efforts
(excluding payment of money) to obtain as promptly as practicable after the
Spinoff Date the release of New GCG from its obligations regarding the GenTek
Liabilities on which New GCG is an obligor by reason of any guarantee or
contractual commitment (the "Guaranteed GenTek Liabilities"). New GCG will use
all reasonable efforts (excluding the payment of money) to obtain as promptly as
practicable after the Spinoff Date the release of GenTek from its obligations
with respect to the Industrial Liabilities on which GenTek is an obligor by
reason of any guarantee or contractual commitment (the "Guaranteed Industrial
Liabilities"). Unless otherwise agreed from time to time, GenTek and New GCG
will not extend the term of any Guaranteed GenTek Liabilities or Guaranteed
Industrial Liabilities, as the case may be, or modify any such guaranteed
liability in any way that would increase the liability guaranteed thereunder
unless the guarantee of New GCG or GenTek, as the case may be, is released as to
any extended or released liability of obligations under such guaranteed
liabilities or the other party otherwise consents in writing. If GenTek or New
GCG, is required to pay any Guaranteed Industrial Liabilities or Guaranteed
GenTek Liabilities, as the case may be, GenTek or New GCG (as the case may be)
will be entitled to all the rights of the payee in any property of the other
party pledged as security for such guaranteed liabilities.

Cross Indemnification. At and after the Spinoff, New GCG will
indemnify, defend and hold harmless GenTek and its directors, officers,
employees and agents (the "GenTek Indemnitees") from and against any and all
damage, loss, liability and expense (including, without limitation, reasonable
expenses of investigation and reasonable attorneys' fees and expenses in
connection with any and all actions or threatened actions) (collectively, the
"Indemnifiable Losses") incurred or suffered by any of the GenTek Indemnitees
and arising out of, or due to the failure of New GCG to pay, perform or
otherwise discharge, any of the Industrial Liabilities. At and after the
Spinoff, GenTek will indemnify, defend and hold harmless New GCG and its
directors, officers, employees and agents (the "Industrial Indemnitees") from
and against any and all Indemnifiable Losses incurred or suffered by any of the
Industrial Indemnitees and arising out of, or due to the failure of GenTek to
pay, perform or otherwise discharge, any of the GenTek Liabilities. In
circumstances in which the indemnity is unavailable or insufficient, for any
reason, to hold harmless an indemnified party in respect of any Indemnifiable
Losses, each indemnifying party, in order to provide for just and equitable
contribution, will contribute

<PAGE>

to the amount paid or payable by such indemnified party as a result of such
Indemnifiable Losses, in such proportion as is appropriate to reflect the
relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions or
alleged statements or omissions that resulted in such Indemnifiable Losses, as
well as any other relevant equitable considerations. In addition, New GCG will
agree to use its efforts to maintain directors' and officers' liability
insurance coverage at least equal to General Chemical Group's current directors'
and officers' liability insurance coverage for a period of five years for
directors and officers of General Chemical Group who will become directors and
officers of GenTek as of the Spinoff Date for their acts as directors and
officers of General Chemical Group for periods prior to the Spinoff Date.

Non-Competition and Non-Solicitation. GenTek will covenant that,
prior to the fifth anniversary of the Spinoff Date, it will not, directly or
indirectly, engage in or conduct any activity or operation that competes with
the Industrial Chemicals Business as conducted on the Spinoff Date. Similarly,
New GCG will covenant that, prior to the fifth anniversary of the Spinoff Date,
it will not, directly or indirectly, engage in or conduct any activity or
operation that competes with the GenTek Business as conducted on the Spinoff
Date. GenTek and New GCG have also agreed not to hire, or solicit for employment
(without the consent of the other), any director, officer or supervisory-level
employee of the other until the third anniversary of the Spinoff Date.

Employee Benefits Agreement

In connection with the Spinoff, New GCG and GenTek will enter into
an employee benefits agreement (the "Employee Benefits Agreement") that will
separate the assets and liabilities under General Chemical's employee benefit
plans and other employment-related liabilities between New GCG and GenTek. As a
general matter, New GCG and GenTek will each (i) continue to employ their
respective employees and (ii) assume the liabilities existing at the time of the
Spinoff for their respective employees and former employees. The Employee
Benefits Agreement also will provide for the treatment of certain retirement
plans, investment and savings programs, medical and life insurance benefits,
retiree medical and life insurance benefits and stock awards.

GenTek or New GCG will, effective as of the date of the Spinoff,
establish or maintain pension plans, health and welfare plans, a savings
(401(k)) plan, and executive compensation plans to mirror the plans that General
Chemical Group or its subsidiaries currently sponsor for their employees. The
Employee Benefits Agreement will provide for the separation of the amounts
necessary to fund the projected benefit obligations under the General Chemical
Group pension plans of GenTek's current and former employees, on the one hand,
and New GCG's current and former employees, on the other hand, determined on an
equitable basis in accordance with the actuarial assumptions used by the
applicable General Chemical Group pension plan with respect to its last
completed actuarial report. Similar principles will apply with respect to any
employee benefit plan maintained outside of the United States.

GenTek will establish the LTIP pursuant to which stock options,
stock appreciation rights, and other equity-related incentive awards, as well as
cash performance awards, may be granted. Outstanding General Chemical Group
equity-related awards held by current or former employees of GenTek will be
converted into similar awards with respect to GenTek stock, based on formulas
that preserve the inherent value of such awards at the time of the Spinoff
(except that restricted units will be split between GenTek and New GCG).
Replacement awards generally will have the same other terms and conditions as
the original awards.

<PAGE>

Transition Support Agreement

Pursuant to a transition support agreement (the "Transition Support
Agreement"), for a period of up to twelve months following the Spinoff, GenTek
will agree to provide New GCG with tax, legal, accounting, treasury, purchasing
services, human resources, insurance management and claims administration, and
certain other administrative services, and New GCG will agree to provide GenTek
with certain services as they may agree upon. In addition, following the
Spinoff, GenTek will own General Chemical Group's MIS (management information
systems), but will provide the Industrial Chemicals Business with MIS and
MIS-supported functions, including MIS personnel, hardware and software, on a
service contract basis. This arrangement will remain in effect through
approximately December 31, 2001. GenTek will provide the Industrial Chemicals
Business with the general administrative and MIS services and functions for a
fee that will reflect a pro rata allocation, based on the extent of services and
functions provided, of GenTek's overall costs and expenses for such services and
functions, plus an appropriate margin. See also "The GenTek Business
Management's Discussion and Analysis of Financial Condition and Results of
Operations -- Year 2000 Issue" and "The Industrial Chemicals Business."

Upon not less than 60 days prior written notice, either GenTek or
New GCG may direct the other to discontinue any services provided under the
Transition Support Agreement, except with respect to MIS and related functions.
The Transition Support Agreement may be terminated by either party for a
material uncured breach by the other party, the insolvency of the other party,
or the change of control of the other party. The agreement will also provide
that generally neither party will be liable to the other party for any costs,
losses, damages or claims related to services provided by it under the
Transition Support Agreement, other than for gross negligence or willful
misconduct.

Sublease Agreement

As of the Spinoff, New GCG will use a portion of the office space
located in Parsippany, New Jersey pursuant to an agreement (the "Sublease
Agreement") for the sublease by General Chemical Corporation (a subsidiary of
GenTek after the Spinoff) to General Chemical Industrial Products Inc. The
sublease payments will reflect a pro rata allocation, based upon the square
footage of the subleased premises, of General Chemical Corporation's overall
rental and other occupancy costs. The Sublease Agreement will also provide for
customary maintenance and ancillary services.

Tax Sharing Agreement

Prior to the Spinoff, General Chemical Group and GenTek will enter
into a tax sharing agreement (the "Tax Sharing Agreement") which will provide,
among other things, that (i) except for taxes described in clauses (ii) and
(iii) below, GenTek will be responsible for, and will indemnify and hold New GCG
and its subsidiaries harmless from and against, all taxes of the affiliated
group filing consolidated Federal income tax returns of which General Chemical
Group is the common parent, and of any consolidated, combined or unitary state,
local or foreign tax group that includes GenTek or any of its subsidiaries, to
the extent that such taxes are attributable to periods ending on or before the
Spinoff Date; (ii) New GCG and GenTek generally will each be responsible for,
and will hold one another harmless from and against, 50% of any taxes
attributable to the Spinoff or the Reorganization, including any taxes resulting
from the application of section 355(e) of the Code to the Spinoff or the
Reorganization, except that each of GenTek and New GCG will be responsible for,
and will indemnify and hold the other harmless from and against, 100% of such
taxes if such taxes are attributable to an act of such company or any of its
subsidiaries; (iii) GenTek will make a payment to New GCG equal to its share of
current taxes (including estimated taxes) of the affiliated group filing
consolidated Federal

<PAGE>

income tax returns of which General Chemical Group is the common parent, and of
any consolidated, combined or unitary state, local or foreign tax group that
includes GenTek or any of its subsidiaries, for all periods ending on or before
the Spinoff Date, to the extent not already paid under the existing General
Chemical Group tax sharing agreement; and (iv) separate company taxes generally
will be borne by the company that is responsible for such taxes under local law.
The Tax Sharing Agreement will also establish, as between GenTek and New GCG,
procedures for the conduct and settlement of certain tax audits and related
proceedings and the determination of the amount of the tax sharing payments
described above. The Tax Sharing Agreement will not be binding on the IRS or any
other taxing authority and will not affect the several liability of GenTek and
New GCG and their respective subsidiaries to the IRS for Federal income taxes of
the General Chemical Group consolidated group relating to periods beginning
prior to the Spinoff Date.

The Tax Sharing Agreement will also restrict the ability of GenTek
and New GCG to take certain actions which could adversely affect the tax-free
nature of the Spinoff and the Reorganization, including as a result of the
recognition of gain under section 355(e) of the Code. In particular, the Tax
Sharing Agreement will provide that in the event Paul Montrone and the Montrone
Trusts no longer control 50% of the voting power of stock of GenTek or New GCG,
both GenTek and New GCG generally will be prohibited from entering into any
transaction or series of transactions, on or prior to the second anniversary of
the date of the Spinoff, pursuant to which one or more persons would acquire,
directly or indirectly, a 50% or greater interest, by vote or value, in GenTek
or New GCG, respectively. The Tax Sharing Agreement will provide that each of
GenTek and New GCG may enjoin the other company from engaging in any such
restricted action.

Intellectual Property Agreement

Pursuant to an Intellectual Property Agreement to be entered into by
GenTek and New GCG (the "Intellectual Property Agreement"), after the Spinoff,
New GCG will have the rights to and interest in the copyrights, trademarks,
trade secrets and other intellectual property (the "Intellectual Property") of
General Chemical Group used prior to the Spinoff primarily in the Industrial
Chemicals Business, and GenTek will have the rights to and interest in all other
Intellectual Property of General Chemical Group. As of the Spinoff, each of
GenTek and New GCG will license to the other party, on a non-exclusive basis,
those items of Intellectual Property that it owns and the other party needs to
use for the continued operations of its business.

General Chemical Corporation, a wholly-owned subsidiary of GenTek
after the Spinoff, will enter into a license with New GCG regarding the General
Chemical name and logo (the "Licensed Mark"). General Chemical Corporation,
which owns the Licensed Property, will grant to New GCG, for a one-time up-front
fee, a perpetual license to use the Licensed Property in connection with the
soda ash and calcium chloride activities and operations of the Industrial
Chemicals Business, including as the trading name of New GCG and with respect to
General Chemical Industrial Products Inc.'s functions as the Managing Partner of
GCSAP. General Chemical Corporation has the right to terminate the license upon
a change of control of New GCG.

Purchases of Soda Ash and Calcium Chloride

The GenTek Business currently is, and after the Spinoff will
continue to be, an end user of soda ash. After the Spinoff, GenTek expects to
continue to purchase soda ash from the Industrial Chemicals Business to meet its
own supply needs and for resale to distributors and customers who purchase
multiple GenTek products. These purchases will be on terms similar to those for
the GenTek Business' purchases of soda ash from the Industrial Chemicals
Business prior to the Spinoff. GenTek

<PAGE>

will also purchase calcium chloride for resale to its distributors and customers
who purchase multiple products of the GenTek Business. These purchases of soda
ash and calcium chloride will not be material to the GenTek Business.

Currently, General Chemical Corporation, which will be a subsidiary
of GenTek after the Spinoff, is party to contracts to end users and distributors
of soda ash and calcium chloride. In connection with the pre-Spinoff
reorganization, General Chemical Corporation will use reasonable efforts to
assign all of its soda ash and calcium chloride sales contracts to General
Chemical Industrial Products Inc., except for contracts with distributors that
also cover products of the GenTek Business. Any contracts that are not assigned
to General Chemical Industrial Products Inc. prior to the Spinoff will remain
with General Chemical Corporation. General Chemical Industrial Products Inc.
will provide soda ash and calcium chloride to GenTek to enable it to satisfy any
such unassigned contracts, on terms substantially similar to those provided in
the unassigned contracts. Once these contracts with end users and distributors
expire, it is anticipated that, if acceptable to these customers, New GCG will
enter into new contracts with them directly.

<PAGE>

RISK FACTORS

In addition to the other information in this Information Statement,
the following factors should be carefully considered in evaluating GenTek and
the GenTek Business.

Cyclicality

The results of operations of each of the GenTek Business'
manufacturing segment and performance products segment are subject to
fluctuations based on general economic conditions. During prior recessionary
periods, or general economic downturns, in the U.S. or worldwide, the
manufacturing and performance products industries have been adversely affected.
There can be no assurance that any future recessionary period or general
economic downturn would not materially and adversely affect GenTek's operating
results or financial condition.

Competition

The GenTek Business' manufacturing segment competes with other
automotive engine component manufacturers based on a number of factors,
including design and engineering capabilities, quality, delivery terms and
price. Competitors include Eaton, Hitchiner, INA, Ingersoll-Rand and captive
OEMs. The markets for Noma's products are highly competitive, with competition
based on price, quality and ability to meet customer delivery requirements. See
"The GenTek Business--Manufacturing Segment."

Although the GenTek Business' performance products segment generally
has leading market share positions in the end markets in which it competes, most
of these end markets are highly competitive. Therefore, raising prices has been
difficult over the past several years and will likely continue to be so in the
near future. The major competitors of the GenTek Business' performance products
segment are typically segregated by end markets and include several large
multinational competitors, such as Arch Chemicals, BASF, Solvay S.A. and Rhodia,
as well as some regional and small independent producers. See "The GenTek
Business--Performance Products Segment."

Environmental Considerations

The GenTek Business' various chemical manufacturing operations,
which have been conducted at a number of facilities for many years, are subject
to numerous laws and regulations relating to the protection of human health and
the environment in the U.S., Canada and Ireland. The GenTek Business believes
that it is in substantial compliance with such laws and regulations. However,
due to the nature of its operations, the GenTek Business is involved from time
to time in administrative and judicial proceedings and inquiries relating to
environmental matters. Based on information available at this time with respect
to potential liability involving these proceedings and inquiries, GenTek
believes that any such liability would not have a material adverse effect on its
financial position or results of operations. However, modifications of existing
laws and regulations or the adoption of new laws and regulations in the future,
particularly with respect to environmental and safety standards, or the
discovery of additional or unknown environmental contamination could require
expenditures which might be material to GenTek's results of operations or
financial condition.

<PAGE>

Additionally, CERCLA and similar state Superfund statutes have been
construed as imposing joint and several liability on present and former owners
and operators of contaminated sites and transporters and generators of hazardous
substances for remediation of contaminated properties regardless of fault.
General Chemical Group has received written notice from the EPA that it has been
identified as a PRP under CERCLA at three Superfund sites. General Chemical
Group does not believe that its liability, if any, arising therefrom will be
material to its results of operations or financial condition. See "The GenTek
Business: Management's Discussion and Analysis of Financial Condition and
Results of Operations--Environmental Matters" and "The GenTek
Business--Environmental Matters."

Operating Hazards

The GenTek Business' revenues are dependent on the continued
operation of its various manufacturing facilities. In particular, the operation
of chemical manufacturing plants involves many risks, including the breakdown,
failure or substandard performance of equipment, natural disasters, the need to
comply with directives of government agencies and dependence on the ability of
railroads and other shippers to transport raw materials and finished products in
a timely manner. The occurrence of material operational problems, including but
not limited to these events, at one or more of GenTek Business' facilities could
have a material adverse effect on the results of operations or financial
condition of the GenTek Business.

In particular, the GenTek Business' operations are also subject to
various hazards incident to the production of chemicals, including the use,
handling, processing, storage and transportation of certain hazardous materials.
These hazards can cause personal injury and loss of life, severe damage to and
destruction of property and equipment, environmental damage and suspension of
operations. For example, there was a release of sulfur trioxide at the GenTek
Business' Richmond, California facility in 1993, which was caused by the rupture
of a pressure relief device on a railcar. Substantially all of the legal
proceedings relating to this incident have been concluded. The GenTek Business
believes it is unlikely that an incident of similar magnitude can be reasonably
expected to occur, although no assurance to such effect can be given.

Labor Relations

The GenTek Business has been involved in work stoppages, strikes or
other labor disruptions. Since 1986, the GenTek Business has been involved in
numerous labor negotiations, only three of which have resulted in work
disruptions. Union contracts covering a small number of employees of the GenTek
Business will be up for renewal during 1999. The GenTek Business will be
involved in other labor negotiations from time to time. There can be no
assurance that these negotiation processes will not involve material disruptions
to the GenTek Business. See "The GenTek Business--Employees; Labor Relations."

Year 2000

General Chemical has implemented a program to assess, mitigate and
remediate the potential impact of the "Year 2000" problem throughout the GenTek
Business. General Chemical Group completed its assessment of its Year 2000
compliance status in early 1998 and began work on its remediation program
immediately thereafter. General Chemical Group's remediation program has been
structured to address its Systems. In the event that GenTek's material Systems
are not Year 2000 compliant, GenTek may experience reductions or interruptions
in operations which could have a material

<PAGE>

adverse effect on GenTek's results of operations. See "The GenTek Business:
Management's Discussion and Analysis of Financial Condition and Results of
Operations--Year 2000 Issue."

In addition, General Chemical Group has implemented a program to
determine the Year 2000 compliance status of its material vendors, suppliers,
service providers and customers, and based on currently available information,
GenTek does not anticipate any material impact to GenTek based on the failure of
such third parties to be Year 2000 compliant. However, the process of evaluating
the Year 2000 compliance status of material third parties is continually ongoing
and, therefore, no guaranty or warranty can be made as to such third parties'
future compliance status and its potential effect on the GenTek Business. GenTek
believes there exists a sufficient number of suppliers of raw materials for its
business so that if any supplier is unable to deliver raw materials due to Year
2000 problems, alternate sources will be available and that any supply
interruption will not be material to the GenTek Business. There can be no
assurances, however, that GenTek would be able to obtain all of its supply
requirements from such alternate sources in a timely way or on terms comparable
with those of its current suppliers. In addition, GenTek relies heavily in its
business on railroads and trucking companies to ship finished product to its
customers as well as to transport raw materials to its manufacturing facilities.
To the extent the GenTek Business is unable to ship finished product or
transport raw materials as a result of such railroads' or trucking companies'
failure to be Year 2000 compliant, the GenTek Business may not be able to
arrange alternative and timely means to ship its goods, which could lead to
interruptions or slowdowns in its business. GenTek is preparing for the possible
use of alternative suppliers and means of transportation, possible adjustment of
raw material and product inventory levels and contingencies with respect to
potential energy source interruptions, all in an effort to minimize the effects,
if any, of Year 2000 related interruptions or slowdowns caused by suppliers and
transporters.

Risks Associated with Acquisitions

GenTek intends to pursue value-enhancing acquisitions to increase
its cash flow, expand its product portfolio and leverage its low-cost
manufacturing position. The GenTek Business will devote substantial time and
resources to acquisition-related activities. Identifying appropriate acquisition
candidates and negotiating and consummating acquisitions can be a lengthy and
costly process. GenTek cannot predict whether or when suitable acquisition
candidates will become available, the likelihood that any acquisition will be
completed or whether the acquisitions will be consummated on terms favorable to
GenTek. If GenTek is able to identify and consummate acquisitions, the
integration of such acquisitions may be a difficult, costly and lengthy process;
GenTek may encounter substantial unanticipated costs or other problems
associated with such integration. Although management believes that GenTek is
qualified to pursue an acquisition-driven growth strategy (as evidenced by its
recent

<PAGE>

acquisitions), the risks associated with acquisitions could have a material
adverse effect on GenTek's business, financial condition or operating results.
See "The GenTek Business--Strategy."

Leverage and Debt Service Requirements

After giving pro forma effect to the Spinoff and an initial
borrowing under the GenTek Financing Facility, GenTek's long-term debt is
expected to be approximately $490 million, which includes approximately $240
million of borrowings to be incurred or assumed in connection with the Noma
acquisition. While GenTek believes that future operating cash flow, together
with financing arrangements, will be sufficient to finance current operating
requirements, it is possible that GenTek's leverage and debt service
requirements will make it more vulnerable to economic downturns. GenTek's
indebtedness may restrict its ability to obtain additional financing in the
future. Also, GenTek may be more leveraged than certain of its competitors which
may put it at a competitive disadvantage. In addition, GenTek expects that the
GenTek Financing Facility will have covenants that will impose operating and
financial restrictions on GenTek. These covenants could adversely affect
GenTek's ability to finance its future operations, potential acquisitions or
capital needs or to engage in business activities that may be in its interest.
See "The GenTek Business: Management's Discussion and Analysis of Financial
Condition and Results of Operations--Liquidity and Capital Resources."

No Operating History as Independent Entity

The GenTek Business has never operated as a separate, stand-alone
entity and has historically shared with the Industrial Chemicals Business
various financial, administrative and managerial expertise. The Industrial
Chemicals Business will have no obligation to support the GenTek Business after
the Spinoff, except to the extent described in "Arrangements Between GenTek and
New GCG Relating to the Spinoff." After the Spinoff, the GenTek Business will
maintain its own lines of credit and banking relationships and be responsible
for its own financial reporting and control functions. There can be no assurance
that, as a separate, stand-alone company, the GenTek Business' results and
profits will be comparable to those before the Spinoff. See "Arrangements
Between GenTek and New GCG Relating to the Spinoff."

Federal Income Tax Consequences of Changes in Control Following the Spinoff

If the Spinoff is considered part of a plan or a series of related
transactions pursuant to which one or more persons acquire, directly or
indirectly, a 50% or greater interest, by vote or value, in either New GCG or
GenTek, New GCG and, possibly, GenTek will recognize gain under section 355(e)
of the Code. The amount of such gain would be substantial and would result in
significant tax liabilities to New GCG and/or GenTek. As a result of such
possible adverse tax consequences, following the Spinoff, New GCG and GenTek may
be restricted in their ability to effect certain acquisitions, stock issuances
and other transactions that would result in a change of control of either of
them.

Absence of a Public Trading Market; Possible Volatility of Stock Price

There currently is no public trading market for the Common Stock of
GenTek. Although GenTek Common Stock is expected to be approved for listing
(subject to notice of issuance) on the NYSE under the symbol "GK", there can be
no predictions, estimates or assurances about the trading price of the GenTek
Common Stock after the Spinoff. The combined trading prices of the New GCG
Common Stock and the GenTek Common Stock may be less than, equal to or greater
than the trading price of Common Stock of General Chemical Group prior to the
Spinoff. In addition, until the GenTek Common Stock is fully distributed, an
orderly trading market develops and the market has fully evaluated

<PAGE>

the separate operations of New GCG and GenTek, the trading price of GenTek
Common Stock, as well as that of New GCG Common Stock, may fluctuate
significantly.

In addition, recently the stock market has experienced extreme price
and volume fluctuations which have affected the market price for many companies
in similar industries. These broad market fluctuations may adversely affect the
market price of GenTek Common Stock.

Shares Eligible for Future Sale

Sales of substantial amounts of GenTek Common Stock in the public
market, in addition to those currently outstanding, could adversely affect the
market price of such Common Stock. After the Spinoff, Mr. Montrone will hold or
control (including through the Montrone Trusts) 5,853,000 shares of Common Stock
and 3,958,421 shares of the Class B Common Stock of GenTek. Although shares of
Class B Common Stock are subject to significant restrictions on transfer, their
holders can convert them into Common Stock, on a one-for-one basis, at any time.
In addition, Mr. Montrone and the Montrone Trusts will have the right to demand
the registration of their shares of Common Stock under the Securities Act under
certain circumstances, which would allow the public offer and sale of such
shares of Common Stock. If such stockholders sell or otherwise dispose of a
substantial amount of the Common Stock in the public market, the prevailing
market price for the Common Stock could be adversely affected.

Control by and Relationship with Principal Stockholder; Potential Conflicts of
Interest

Holders of GenTek Common Stock are entitled to one vote per share
and holders of Class B Common Stock of GenTek are entitled to ten votes per
share. Upon completion of the Spinoff, Paul M. Montrone, Chairman of the Board
of Directors of GenTek, will beneficially own 100% of the outstanding Class B
Common Stock and 47.1% of the total number of outstanding Common Stock and Class
B Common Stock of GenTek. These holdings represent 80.6% of the combined voting
power of the outstanding shares of Common Stock and Class B Common Stock of
GenTek. Therefore, Mr. Montrone alone will have sufficient voting power (without
the consent of any other stockholder) to elect the entire Board of Directors of
GenTek and, in general, to determine the outcome of any corporate transactions
or other matters submitted to the stockholders for approval, including mergers
and sales of assets, and to prevent, or cause, a change of control of GenTek.
Mr. Montrone's control of GenTek will deter non-negotiated tender offers or
other efforts to obtain control of GenTek, thereby depriving shareholders of
opportunities to sell shares at prices higher than those prevailing in the
market.

<PAGE>

DESCRIPTION OF CAPITAL STOCK OF GENTEK

As of the Spinoff, the authorized, issued and outstanding capital
stock of GenTek will be substantially identical to those of General Chemical
Group. The following section describes the capital stock of GenTek as of the
Spinoff Date. The terms and conditions of the capital stock of GenTek will be
identical to those of General Chemical Group.

Authorized and Outstanding Capital Stock

As of the Spinoff, the authorized capital stock of GenTek will
consist of 100 million shares of Common Stock, 40 million shares of Class B
Common Stock and 10 million shares of undesignated preferred stock issuable in
series by the Board of Directors (the "Preferred Stock"). As of the Spinoff,
16,773,192 shares of Common Stock and 3,958,421 shares of Class B Common Stock
will be issued and outstanding, and no shares of Preferred Stock will be issued
or outstanding. As of the Spinoff, all outstanding shares of Common Stock and
Class B Common Stock will be fully paid and nonassessable. The following summary
description of the capital stock of GenTek is qualified in its entirety by
reference to its Amended and Restated Certificate of Incorporation (the
"Certificate"), and its Bylaws, as amended (the "Bylaws"), copies of which are
filed as exhibits to the Form 10.

Common Stock and Class B Common Stock

Except for the disparity in voting power, the conversion provisions
and the transfer restrictions, shares of Common Stock and Class B Common Stock
are substantially identical, including their participation in dividends and in
liquidating distributions.

Voting. Each share of Common Stock entitles the holder of record to
one vote and each share of Class B Common Stock entitles the holder to ten votes
at each annual or special meeting of stockholders, in the case of any written
consent of stockholders, and for all other purposes. The holders of Common Stock
and Class B Common Stock will vote as a single class on all matters submitted to
a vote of the stockholders, except as otherwise provided by law. Neither the
holders of Common Stock nor the holders of Class B Common Stock have cumulative
voting or preemptive rights. GenTek may, as a condition to counting the votes
cast by any holder of Class B Common Stock at any annual or special meeting of
stockholders, in the case of any written consent of stockholders, or for any
other purpose, require such holder to furnish such affidavits or other proof as
it may reasonably request to establish that the Class B Common Stock held by
such holder has not, by virtue of the provisions of the Certificate, been
automatically converted into Common Stock, as discussed below.

Dividends. The holders of Common Stock and Class B Common Stock will
be entitled to receive dividends and other distributions as may be declared
thereon by the Board of Directors out of assets or funds legally available
therefor, subject to the rights of the holders of any series of Preferred Stock
and any other provision of the Certificate. The Certificate provides that if at
any time a cash dividend or other distribution in cash or other property is paid
on either the Common Stock or the Class B Common Stock, an equivalent dividend
or other distribution in cash or other property will also be made with respect
to the Class B Common Stock or Common Stock, as the case may be. The Certificate
provides that if dividends are declared that are payable in shares of Common
Stock or Class B Common Stock, such dividends shall be payable at the same rate
on both classes of stock, provided that the dividends payable in shares of
Common Stock shall be payable only to holders of Common Stock and the dividends
payable in shares of Class B Common Stock shall be payable only to holders of
Class B Common Stock. The Certificate provides that shares of Common Stock or
Class B Common Stock may not be split up, subdivided, combined or reclassified,
unless at the same time the shares of

<PAGE>

the other class are also split up, subdivided, combined or reclassified in a
manner which maintains the same proportionate equity ownership between the
holders of Common Stock and Class B Common Stock as existed immediately prior to
the transaction.

Liquidation. In the event of any liquidation, dissolution or winding
up, the holders of Common Stock and the holders of Class B Common Stock will be
entitled to receive the assets and funds available for distribution after
payments to creditors and to the holders of any Preferred Stock that may at the
time be outstanding, in proportion to the number of shares held by them,
respectively, without regard to class.

Equal Per Share Consideration Upon Merger. In the event of any
corporate merger, consolidation, purchase or acquisition of property or stock or
other reorganization in which any consideration is to be received by the holders
of Common Stock or Class B Common Stock, the holders of Common Stock and Class B
Common Stock will be entitled to receive an equal amount of consideration for
each share tendered in such merger, consolidation, purchase or acquisition or
other reorganization.

Transfer Restrictions of Class B Common Stock. The Certificate
provides that no person holding record or beneficial ownership of shares of
Class B Common Stock (a "Class B Holder") may transfer shares of Class B Stock,
except to a Permitted Transferee. A Permitted Transferee generally means an
affiliate of the Class B Holder. In certain circumstances, changes in ownership
or control of a Class B Holder will result in the automatic conversion of such
holder's Class B Common Stock into Common Stock. The Certificate also provides
that GenTek may require as a condition to registering the transfer of any shares
of its Class B Common Stock the furnishing of such affidavits and other proof as
GenTek reasonably may request to establish that such proposed transferee is a
Permitted Transferee. In addition, upon any purported transfer of shares of
Class B Common Stock not permitted under the Certificate, all shares of Class B
Common Stock purported to be so transferred will be deemed to be converted into
shares of Common Stock, and stock certificates formerly representing such shares
of Class B Common Stock will thereafter represent an identical number of shares
of Common Stock.

Conversion Rights of Class B Holders. Class B Holders may convert
each share of such Class B Common Stock at any time and from time to time into
one fully paid and nonassessable share of Common Stock. The Certificate requires
that GenTek reserve sufficient shares of Common Stock for issuance in connection
with such conversion rights.

All outstanding shares of Class B Common Stock automatically convert
into shares of Common Stock on a share-for-share basis if the total number of
shares of issued and outstanding Class B Stock is less than 10% of the total of
all shares of Common Stock and Class B Common Stock then issued and outstanding.
Upon any such conversion, stock certificates formerly representing shares of
Class B Common Stock will thereafter represent an identical number of shares of
Common Stock.

Undesignated Preferred Stock

The Board of Directors is authorized to issue up to 10 million
shares of Preferred Stock in classes or series and to fix the designations,
powers, preferences and the relative, participating, optional or other special
rights of the shares of each series and any qualifications, limitations and
restrictions thereon as set forth in the Certificate. Any such Preferred Stock
may rank prior to the Common Stock as to dividend rights, liquidation preference
or both, may have full or limited voting rights and may be convertible into
shares of Common Stock.

<PAGE>

The purpose of authorizing the Board of Directors to issue Preferred
Stock is, in part, to eliminate delays associated with a stockholder vote on
specific issuances. The issuance of Preferred Stock could have the effect of
making it more difficult for a third party to acquire, or of discouraging a
third party from acquiring or seeking to acquire, a significant portion of the
outstanding stock of the company.

<PAGE>

CERTAIN PROVISIONS OF THE CERTIFICATE OF
INCORPORATION AND BYLAWS OF GENTEK

General

The Certificate and Bylaws of GenTek are substantially identical to
the Amended and Restated Certificate and the Bylaws, as amended, of General
Chemical Group.

A number of provisions of the Certificate and Bylaws deal with
matters of corporate governance and the rights of stockholders. Certain of these
provisions may be deemed to have an anti-takeover effect and may discourage
takeover attempts not first approved by the Board of Directors (including
takeovers which certain stockholders may deem to be in their best interests). To
the extent takeover attempts are discouraged, temporary fluctuations in the
market price of the Common Stock of each company, which may result from actual
or rumored takeover attempts, may be inhibited. These provisions also could
delay or frustrate the removal of incumbent directors or the assumption of
control by stockholders, even if such removal or assumption would be beneficial
to stockholders of the company. These provisions also could discourage or make
more difficult a merger, tender offer or proxy contest, even if they could be
favorable to the interests of stockholders, and could potentially depress the
market price of the Common Stock. The Board of Directors believes that these
provisions are appropriate to protect the interests of the company and all of
its stockholders. The Board of Directors has no present plans to adopt any other
measures or devices which may be deemed to have an "anti-takeover effect".

Meetings of Stockholders

The Certificate and Bylaws provide that a special meeting of
stockholders may be called only by the Chairman of the Board of Directors, the
President or a majority of directors, unless otherwise required by law. The
Certificate and Bylaws provide that only those matters set forth in the notice
of the special meeting may be considered or acted upon at that special meeting,
unless otherwise provided by law. In addition, the Bylaws set forth certain
advance notice and informational requirements and time limitations on any
director nomination or any new business which a stockholder wishes to propose
for consideration at an annual meeting of stockholders.

Indemnification and Limitation of Liability

The Bylaws provide that directors and officers shall be, and at the
discretion of the Board of Directors, nonofficer employees may be, indemnified
by the company to the fullest extent authorized by Delaware law, as it now
exists or may in the future be amended, against all expenses and liabilities
reasonably incurred in connection with service for or on behalf of the company
and further permits the advancing of expenses incurred in defending claims. The
Bylaws also provide that the right of directors and officers to indemnification
shall be a contract right and shall not be exclusive of any other right now
possessed or hereafter acquired under any Bylaw, agreement, vote of stockholders
or otherwise. The Certificate contains a provision permitted by Delaware law
that generally eliminates the personal liability of directors for monetary
damages for breaches of their fiduciary duty, including breaches involving
negligence or gross negligence in business combinations, unless the director has
breached his duty of loyalty, failed to act in good faith, engaged in
intentional misconduct or a knowing violation of law, paid a dividend or
approved a stock repurchase in violation of the Delaware General Corporation Law
or obtained an improper personal benefit. This provision does not alter a
director's liability under the Federal securities laws. In addition, this
provision does not affect the availability of equitable remedies, such as an
injunction or rescission, for breach of fiduciary duty.

<PAGE>

Amendment of the Certificate

The Certificate provides that an amendment thereof must first be
approved by a majority of the members of the Board of Directors and (with
certain exceptions) thereafter approved by the affirmative vote of a majority of
the total votes eligible to be cast by holders of voting stock, voting together
as a single class; provided, however, that the affirmative vote of 80% of the
total votes eligible to be cast by the holders of voting stock, voting together
as a single class, is required to amend provisions relating to the limitation of
liability of directors and amendments to the Certificate.

Amendment of Bylaws

The Certificate provides that the company's Bylaws may be adopted,
amended or repealed by the Board of Directors and any Bylaws adopted by the
directors may be altered, amended or repealed by the Directors or by the
stockholders. Such action by the Board of Directors requires the affirmative
vote of the directors. Such action by the stockholders requires the affirmative
vote of a majority of the total votes eligible to be cast by holders of voting
stock, except that if such amendment to the Bylaws is not recommended by the
Board of Directors, then such action by stockholders requires the affirmative
vote of at least two-thirds of the total votes eligible to be cast by holders of
voting stock.

Statutory Business Combination Provision

Although the Certificate and the Bylaws contain provisions with the
anti-takeover effects mentioned above, the Certificate includes an election not
to be governed by Section 203 of the Delaware General Corporation Law, which
prohibits certain business combinations with certain stockholders for a period
of three years after they acquire 15% or more of the outstanding voting stock of
a corporation.

Dividends

After the Spinoff, the Board of Directors of GenTek will be
responsible for deciding if a dividend will be paid and the amount of the
dividend. Currently, GenTek anticipates paying a regular quarterly cash dividend
of $.05 per share of Common Stock after the Spinoff. The dividend policy of
GenTek is, however, subject to change. Dividend decisions will be based on,
among other factors, GenTek's operating results and financial requirements and
the restrictions imposed by its financing facilities. The payment and level of
cash dividends, if any, declared by GenTek to holders of its Common Stock and
Class B Common Stock after the Spinoff will be subject to the discretion of its
Board of Directors.

<PAGE>

THE INDUSTRIAL CHEMICALS BUSINESS:
SELECTED FINANCIAL DATA

The following selected financial data of the Industrial Chemicals
Business have been derived from and should be read in conjunction with The
Industrial Chemicals Business: Discussion of Results and the Industrial
Chemicals Business Combined Financial and notes thereto included in Annex A of
this Information Statement. For a description of the basis of presentation of
the historical financial data of the Industrial Chemicals Business, see Note 1
to the Industrial Chemicals Business Combined Financial Statements.

The statement of operations data set forth below for each of the
three years ended December 31, 1998 and the balance sheet data at December 31,
1998 and 1997 are derived from, and are qualified by reference to, the audited
Industrial Chemicals Business Combined Financial Statements and notes thereto
included in Annex A of this Information Statement. The statement of operations
data for the fiscal years ended December 31, 1995 and 1994 and the balance sheet
data at December 31, 1995 and 1994 are derived from financial statements of the
Industrial Chemicals Business not included in this Information Statement. The
Industrial Chemicals Business Combined Financial Statements for the three years
ended December 31, 1998 have been audited by Deloitte & Touche LLP, independent
auditors.

Because the Industrial Chemicals Business did not actually operate
as a separate stand-alone business during the periods depicted, it may have
recorded different results had it been operated independently of the GenTek
Business. Therefore, the financial position presented below is not necessarily
indicative of the results of operations or financial position that would have
resulted if the Industrial Chemicals Business had been a separate, stand-alone
business during the periods shown, or of its future performance as a separate,
stand-alone business. Per share data for net income has not been presented
because the Industrial Chemicals Business was operated through General Chemical
Group for the periods presented.

<PAGE>

Industrial Chemicals Business:
Selected Financial Data

<TABLE>
<CAPTION>
1994 1995 1996 1997 1998
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
Statement of Operations Data:
Net revenues ........................... $254,139 $265,333 $298,945 $289,700 $261,469
Gross profit ........................... 75,159 78,794 100,143 84,931 59,131
Operating profit ....................... 60,960 62,296 77,924(2) 68,280 41,043
Minority interest ...................... 16,957 19,458 31,635 24,253 16,666
Income before interest and
income taxes ........................ 43,442 44,224 46,963 44,587 24,340
Interest expense (1) ................... 12,193 13,777 13,001 12,747 11,747
Income before income taxes ............. 31,249 30,447 33,962 31,840 12,593
Income tax provision ................... 11,480 9,490 9,682 9,576 3,169
Net income ............................. $ 19,769 $ 20,957 $ 24,280 $ 22,264 $ 9,424
======== ======== ======== ======== ========
Balance Sheet Data (at end of
period):
Cash, cash equivalents and short-
term investments .................... $ 558 $ 928 $ 1,609 $ 1,352 $ 1,127
Adjusted working capital (3) ........... 23,791 27,970 27,628 44,519 38,730
Total assets ........................... 207,647 212,493 241,086 262,175 248,714
Divisional equity ...................... 53,768 53,354 62,795 85,505 75,292
</TABLE>

- ----------
(1) Includes allocated interest expense from the General Chemical Group.
(2) Includes a one-time charge of $5.7 million ($3.5 million after tax) due
primarily to awards made under the Restricted Unit Plan, reflecting the
portion earned under prior equity programs.
(3) Adjusted working capital consists of total current assets (excluding cash
and short-term investments) less total current liabilities (excluding the
current portion of long-term debt).

<PAGE>

THE INDUSTRIAL CHEMICALS BUSINESS
PRO FORMA FINANCIAL STATEMENTS

The following unaudited pro forma balance sheet and statement of
operations have been derived from the Combined Financial Statements of the
Industrial Chemicals Business included in Annex A of this Information Statement.
These statements should be read in conjunction with "The Industrial Chemicals
Business: Discussion of Results" and the Industrial Chemicals Business Combined
Financial Statements and notes thereto included in Annex A of this Information
Statement.

The pro forma balance sheet has been prepared assuming that the
Spinoff and all related transactions, including the initial borrowing under the
New GCG Financing Facility and the repayment of General Chemical Group's
existing borrowings from third parties, had occurred at December 31, 1998. The
pro forma statement of operations for the year ended December 31, 1998 has been
prepared assuming the Spinoff and related transactions had occurred as of
January 1, 1998.

The pro forma adjustments, as described in the notes to the pro
forma balance sheet and statement of operations, are based on currently
available information and certain adjustments that General Chemical Group
believes are reasonable. This pro forma financial information does not
necessarily represent what the financial position or results of operations of
the Industrial Chemicals Business would actually have been had the Spinoff in
fact occurred on such date or as of the beginning of such period or to be
indicative of the Industrial Chemicals Business' financial position or results
of operation for any future date or period.

<PAGE>

The Industrial Chemicals Business:
Pro Forma Balance Sheet

<TABLE>
<CAPTION>
December 31, 1998
--------------------------------------------
Historical Adjustments Pro Forma
---------- ----------- ---------
(In thousands)

<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents ......................... $ 1,127 $ 146,250 (a) $ 15,000
(130,512)(b)
(1,865)(c)
Receivables, net ................................... 58,601 -- 58,601
Inventories ........................................ 25,508 -- 25,508
Deferred income taxes .............................. 4,392 -- 4,392
Other current assets ............................... 1,659 -- 1,659
--------- --------- ---------
Total current assets ............................. 91,287 13,873 105,160
Property, plant and equipment, net .................... 141,808 -- 141,808
Other assets .......................................... 15,619 3,750 (a) 19,369
---------- --------- ---------
Total assets ..................................... $ 248,714 $ 17,623 $ 266,337
========= ========= =========

Liabilities and Equity (Deficit)
Current liabilities:
Accounts payable ................................... $ 24,298 $ -- $ 24,298
Accrued liabilities ................................ 25,146 -- 25,146
Income taxes payable ............................... 1,988 -- 1,988
--------- --------- ---------
Total current liabilities ........................ 51,432 51,432
Long-term debt ........................................ 150,000(a) 150,000
Other liabilities ..................................... 78,561 -- 78,561
--------- --------- ---------
Total liabilities ................................ 129,993 150,000 279,993
Minority interest ..................................... 43,429 -- 43,429
Divisional equity (deficit) ........................... 75,292 (130,512)(b) (57,085)
(1,865)(c)
--------- --------- ---------
Total liabilities and equity
(deficit) ........................................ $ 248,714 $ 17,623 $ 266,337
========= ========= =========
</TABLE>

- ----------
(a) To record the incurrence of an estimated $150 million of new debt and to
record $3.7 million of fees to obtain the new borrowings.
(b) To reflect the amount of proceeds from the new debt which will be used to
repay existing indebtedness of GCG.
(c) To record the Industrial Chemical Business' share of the estimated costs
to be incurred prior to the Spinoff which are directly attributable to the
Spinoff and related transactions ($3.1 million, $1.9 million net of tax.)

<PAGE>

The Industrial Chemicals Business:
Pro Forma Statement of Operations

<TABLE>
<CAPTION>
Year Ended December 31, 1998
---------------------------------------

Historical Adjustments Pro Forma
---------- ----------- ---------
(In thousands)
<S> <C> <C> <C>
Net revenues ..................................... $261,469 $ -- $261,469
Cost of sales .................................... 202,338 202,338
Selling, general and administrative expense ...... 18,082 1,000(a) 19,082
-------- ------- --------
Operating profit ................................. 41,049 (1,000) 40,049
Interest expense ................................. 11,747 3,653(b) 15,400
Interest income .................................. 930 -- 930
Foreign currency transaction losses .............. 447 -- 447
Other expense, net ............................... 524 -- 524
-------- ------- --------
Income before minority interest and
income taxes ................................... 29,261 (4,653) 24,608
Minority interest ................................ 16,666 16,666
-------- ------- --------
Income before income taxes ....................... 12,595 (4,653) 7,942
Income tax provision ............................. 3,171 (1,840)(c) 1,331
-------- ------- --------
Net income(d) .................................. $ 9,424 $(2,813) $ 6,611
======== ======= ========
</TABLE>

- ----------
(a) To record estimated incremental general and administrative expenses
expected to be incurred as a result of the Spinoff.
(b) To record the estimated change in interest expense based upon an estimated
$150 million of debt expected to be outstanding at the date of the
Spinoff, at an assumed average borrowing rate of 10% and reflect the
amortization of debt issuance costs associated with the new borrowings. A
fluctuation in the assumed borrowing rate of 0.125% would change pro forma
interest expense by $187,500.
(c) To reflect the estimated tax effect of the pro forma adjustments.
(d) Excludes the impact of the Industrial Chemical Business' share of one-time
charges directly related to the Spinoff and the early extinguishment of
debt of $3.1 million ($1.9 million net of tax).

<PAGE>

THE INDUSTRIAL CHEMICALS BUSINESS:
DISCUSSION OF RESULTS

The Industrial Chemicals Business is a leading global supplier of
soda ash and a leading North American supplier of calcium chloride. It produces
natural soda ash at its facilities in Green River, Wyoming. It produces
synthetic soda ash and, as a co-product, calcium chloride at its plant in
Amherstburg, Ontario.

Historical Results

The Industrial Chemicals Business' principal product is soda ash,
and the profitability of its operations is affected by the market price of soda
ash more than any other factor. The price of soda ash has fluctuated in recent
years due to numerous factors, such as changes in global industry capacity and
global demand for soda ash, sodium-based chemicals and detergents, and the
change in price and/or availability of substitute products. Historically, the
U.S. price of soda ash has fluctuated based on the rate of global industry
capacity utilization. In general, over time, profitability increases and
decreases with concomitant increases and decreases in the industry utilization
rate. For a discussion of factors affecting the prices of and demand for soda
ash, see "The Industrial Chemicals Business."

The following table sets forth statement of operations data of the
Industrial Chemicals Business for the three years ended December 31, 1998, 1997
and 1996 and the percentage of the net revenues of the Industrial Chemicals
Business for the relevant period presented.

<TABLE>
<CAPTION>
Years Ended December 31,
------------------------------------------------------------------
1996 1997 1998
-------------------- ----------------- -----------------
(Dollars in millions)
<S> <C> <C> <C> <C> <C> <C>
Net revenues .................... $298.9 100% $289.7 100% $261.5 100%
Gross profit .................... 100.1 33 85.0 29 59.2 23
Selling, general and
administrative expense .... 22.2(1) 7 16.7 6 18.1 7
Operating profit ................ 77.9 26 68.3 23 41.1 16
Interest expense ................ 13.0 4 12.7 4 11.7 4
Minority interest(2) ............ 31.6 11 24.3 8 16.7 6
Net income ...................... $ 24.3 8% $ 22.3 8% $ 9.4 4%
====== ====== ====== ====== ====== ======
</TABLE>

- ----------
Note: Amounts may not total due to rounding.

(1) Includes a one-time charge of $5.7 million ($3.5 million after-tax)
primarily related to awards made under a restricted unit plan, which
replaced certain prior equity programs.
(2) The Industrial Chemicals Business' Green River facility, including the
plants and leases for mining trona ore, are owned and operated through a
partnership for which it has a 51% partnership interest and is the
managing partner.

The decline in the Industrial Chemicals Business' revenues and
operating profit from 1996 to 1998 reflects primarily lower pricing for soda ash
and calcium chloride. In 1999, soda ash prices have declined an estimated an 8%
from 1998 levels. For information on soda ash pricing, see "The Industrial
Chemicals Business."

<PAGE>

The results relate to periods during which General Chemical Group
operated both the Industrial and GenTek Businesses. The Industrial Chemicals
Business has not been operated as a separate, stand-alone business and has
historically shared with the GenTek Business various financial, administrative
and managerial expertise relevant to operating as an independent public company.
After the Spinoff, as a separate, stand-alone company, the Industrial Chemicals
Business' results and profits may not be comparable to those before the Spinoff.

Leverage after the Spinoff

To date, the Industrial Chemicals Business' primary sources of
liquidity and capital resources have been cash generated from operations and
borrowings under General Chemical Group's credit facility. Following the
Spinoff, the Industrial Chemicals Business' liquidity needs will arise primarily
from its working capital requirements, capital expenditures and debt service
obligations. The Industrial Chemicals Business will rely on cash from operations
and, to the extent necessary, on borrowings under the New GCG Financing Facility
to meet liquidity requirements.

To reflect the independent status of GenTek and New GCG after the
Spinoff, each of GenTek and New GCG will have its own separate financing
facilities, the proceeds of the initial borrowings of which will be used in part
to repay General Chemical Group's existing borrowings from third parties.

At this time, General Chemical Group expects that, after the
Spinoff, the New GCG Financing Facility will be for about $185 million, of which
$150 million would be funded on or about the Spinoff Date. The New GCG Financing
Facility will include approximately $100 million of senior subordinated notes
and $50 million of borrowings under a revolving credit facility extended by a
bank syndicate. New GCG expects to have approximately $35 million of
availability under its revolving facility for borrowings after the Spinoff.

General Chemical Group is finalizing the New GCG Financing Facility,
and the specific terms of its indebtedness will depend on, among other things,
the market conditions for debt financing at the time of the Spinoff. The pro
forma financial statements for the Industrial Chemicals Business included in
this Information Statement have been prepared on the assumption that borrowings
under the New GCG Financing Facility will bear interest at an annual rate of
approximately 10%, an assumption management believes is reasonable for purposes
of preparing the pro forma financial statements. By comparison, the 1998
weighted interest rate for borrowings by General Chemical Group was 7.9%.
Management expects that the New GCG Financing Facility will impose operating and
financial restrictions on New GCG, including by limitations on their ability to
incur additional indebtedness, pay dividends or make distributions in respect of
their Common Stock, create liens, or consolidate, merge or sell their assets. In
addition, it is expected that New GCG will be required to comply with specified
financial covenants and ratios.

After the Spinoff, New GCG will be highly leveraged and its leverage
will be substantial in relation to its total capitalization. New GCG's leverage
and debt service requirements will make it more vulnerable to economic
downturns, including soda ash price declines, and may limit its ability to
withstand competitive pressures. In addition, New GCG's level of debt poses
risks that it may impair its additional financing in the future for working
capital, capital expenditures, acquisitions or general corporate purposes. As
previously noted, the New GCG Financing Facility is expected to impose operating
and financial restrictions on the company. These covenants could adversely
affect New GCG's ability to finance its future operations, potential
acquisitions or capital needs or to engage in business activities that may be in
its interest.

<PAGE>

Year 2000

Following the Spinoff, GenTek will own General Chemical Group's
management information systems (MIS), but will provide the Industrial Chemicals
Business with MIS and MIS-supported functions, including MIS personnel, hardware
and software, through December 31, 2001, on a service contract basis. During
this period, GenTek will provide to New GCG the services related to the
remediation of the Year 2000 problem for the Industrial Chemicals Business. A
"Year 2000" problem will occur where date-sensitive software uses two digit year
date fields, sorting the Year 2000 ("00") before the Year 1999 ("99"). The Year
2000 problem can arise in hardware, software, or any other equipment or process
that uses embedded software or other technology. The failure of such systems to
properly recognize dates after December 31, 1999 could result in data corruption
and processing errors.

General Chemical Group completed its assessment of its Year 2000
compliance status in early 1998 and began work on its remediation program
immediately thereafter. GenTek, which will be principally responsible for
overseeing the MIS functions of the Industrial Chemicals Business through 2001,
intends to continue General Chemical Group's Year 2000 remediation program for
both the GenTek and the Industrial Chemicals Businesses and is expected to
effect all conversion efforts needed to prevent the potential impact of Year
2000 problems. New GCG intends to work with GenTek on the separation of MIS
functions of the GenTek and Industrial Chemicals Businesses after resolution of
Year 2000 problems. New GCG anticipates that it will recruit its own MIS staff
during 2001 and that by approximately December 31, 2001 a separation of its MIS
functions will be completed.

General Chemical Group's remediation program has been structured to
address its Systems. Based on current estimates, it is expected that
approximately $1.0 million will be spent to replace or reprogram existing
Systems and complete the Year 2000 compliance program for the MIS serving both
the GenTek and Industrial Chemicals Businesses. Management has indicated that it
expects all material Systems to be Year 2000 compliant by March 31, 1999 and
substantially all Systems to be Year 2000 compliant by December 31, 1999. In the
event that material Systems are not Year 2000 compliant, New GCG may experience
reductions or interruptions in operations which could have a material adverse
effect on New GCG's results of operations.

In addition, New GCG will work with GenTek to determine the Year
2000 compliance status of material vendors, suppliers, service providers and
customers. Based on currently available information, New GCG does not anticipate
any material impact to New GCG based on the failure of such third parties to be
Year 2000 compliant. However, the process of evaluating the Year 2000 compliance
status of material third parties is continually ongoing and, therefore, no
guaranty or warranty can be made as to such third parties' future compliance
status or its potential effect on the Industrial Chemicals Business. New GCG
believes there exists a sufficient number of suppliers of raw material for its
business so that if any supplier is unable to deliver raw materials due to Year
2000 problems, alternate sources will be available and that any supply
interruption will not be material to the Industrial Chemicals Business. There
can be no assurances, however, that New GCG would be able to obtain all of its
supply requirements from such alternate sources in a timely manner or on terms
comparable with those of its current suppliers. In addition, New GCG relies
heavily in its business on railroads and trucking companies to ship finished
product to its customers as well as to transport raw materials to its
manufacturing facilities. To the extent that the Industrial Chemicals Business
is unable to ship finished product or transport raw materials as a result of
such railroads' or trucking companies' failure to be Year 2000 compliant, the
Industrial Chemicals Business may not be able to arrange alternative and timely
means to ship its goods, which could lead to interruptions or slowdowns in its
business. New GCG is preparing for the possible use of alternative suppliers and
means of transportation, possible adjustment of raw material and product
inventory levels and contingencies with respect to potential energy source

<PAGE>

interruptions, all in an effort to minimize the effects, if any, of Year 2000
related interruptions or slowdowns caused by suppliers and transporters.

Environmental Matters

The Industrial Chemicals Business' mining and production operations,
which have been conducted at the Green River and Amherstburg sites for many
years, are subject to numerous laws and regulations relating to the protection
of human health and the environment in the U.S. and Canada. Management believes
that the Industrial Chemicals Business is in substantial compliance with such
laws and regulations. However, as a result of its operations, the Industrial
Chemicals Business is involved from time to time in administrative and judicial
proceedings and inquiries relating to environmental matters. In addition,
modifications of existing laws and regulations or the adoption of new laws and
regulations in the future, particularly with respect to environmental and safety
standards, or the discovery of additional or unknown environmental contamination
could require expenditures which might be material to New GCG's results of
operations or financial condition. See "The Industrial Chemicals
Business--Environmental Matters."

The Industrial Chemicals Business has an established program to
ensure that its facilities comply with environmental laws and regulations.
Expenditures made pursuant to this program for 1998 approximated $1.7 million
(of which approximately $600,000 represented capital expenditures and
approximately $1.1 million related to ongoing operations and the management and
remediation of potential environmental contamination from prior operations).
Expenditures for 1997 amounted to $4.0 million (of which approximately $2.8
million represented capital expenditures and approximately $1.2 million related
to ongoing operations and the management and remediation of potential
environmental contamination from prior operations). If environmental laws and
regulations affecting the Industrial Chemicals Business' operations become more
stringent, the Industrial Chemicals Business' costs for environmental compliance
may increase above such range.

Forward Looking Statements

This Information Statement includes forward-looking statements and
information about New GCG and the Industrial Chemicals Business that are based
on the beliefs, plans, expectations and assumptions of General Chemical Group
and on information currently available to it. The words "may," "should,"
"expect," "anticipate," "intend," "plan," "continue," "believe," "seek,"
"estimate" and similar expressions used in this Information Statement are
intended to identify forward-looking statements. The forward-looking statements
in this Information Statement involve certain risks, uncertainties and
assumptions. Many of these factors are beyond the ability of General Chemical
Group to control or predict. As a result, the future actions, financial
condition, results of operations and stock price of New GCG could differ
materially from those expressed in any forward-looking statements.

<PAGE>

The following factors, among others, in some cases have affected,
and in the future could affect, the actions, financial condition, results of
operations and stock price of the Industrial Chemicals Business: fluctuation of
world soda ash prices and world soda ash demand; substitution of caustic soda
for soda ash and the increased recycling of glass; competition in the soda ash
and calcium chloride industries; the Industrial Chemicals Business' lack of
complete control over the GCSAP partnership, in which it holds a 51% interest;
international soda ash sales conditions, including economic conditions and U.S.
dollar exchange rates; cost of energy, raw materials or labor used to make its
products; discovery of any unknown contingent liabilities, including
environmental contamination at its facilities and its ability to obtain and
maintain adequate insurance coverage; future modifications to existing
environmental and human health regulations; Year 2000 concerns; the ability of
the Industrial Chemicals Business independent of the GenTek Business following
the Spinoff; and certain adverse tax consequences of a change of control of
GenTek or New GCG following the Spinoff.

<PAGE>

THE INDUSTRIAL CHEMICALS BUSINESS

General

Following the Spinoff, New GCG will own and operate the Industrial
Chemicals Business, a leading global supplier of soda ash and North American
supplier of calcium chloride to a broad range of industrial and municipal
customers. Soda ash is used in products found in virtually every home, including
glass, soap, detergent, paper, textiles and food. Calcium chloride is mainly
used for dust control and road bed stabilization during the summer, on highways
to melt ice during the winter, in completion fluids for oil recovery and in
various other industrial applications.

With manufacturing facilities in the United States and Canada, the
Industrial Chemicals Business has total soda ash capacity of 3.3 million tons,
consisting of 2.8 millions tons of natural production and 0.5 million tons of
synthetic production. As a result, the Industrial Chemicals Business is one of
the top five producers of soda ash globally, with approximately 7% of global
sales, and the second largest producer of soda ash in North America, with
approximately 23% of sales by U.S. producers.

The Industrial Chemicals Business produces natural soda ash through
General Chemical (Soda Ash) Partners, a partnership of which General Chemical
Group owns a 51% equity interest and is the managing partner. The other partners
of GCSAP are subsidiaries of ACI International Limited, recently acquired by
Owens-Illinois Inc. ("Owens-Illinois"), and TOSOH Corporation ("TOSOH"). GCSAP
produces natural soda ash by refining mined trona deposits at its plant in Green
River, Wyoming. The Green River Basin, where all but one of the U.S. producers
of natural soda ash are located, contains the largest known, economically
recoverable trona deposits in the world.

The Industrial Chemicals Business also produces synthetic soda ash
and calcium chloride using a synthetic process at its plant in Amherstburg,
Ontario. This synthetic process produces low density, or "light," soda ash,
which is preferred in certain detergent and chemical processes. This production
process, which is energy and labor intensive, is considerably more costly than
refining natural soda ash. Management believes that the Amherstburg plant is
among the most efficient synthetic soda ash plants in the world due to its
operating efficiency, the successful marketing of the co-product calcium
chloride and its proximity to major Canadian and eastern U.S. markets.

Calcium chloride is produced as a co-product of the synthetic soda
ash production at the Amherstburg facility. During the summer, liquid calcium
chloride is used for dust control and road-bed stabilization. In winter, calcium
chloride is used in flake and liquid form as a de-icer. The Industrial Chemical
Business controls strategic terminal facilities which provide distribution
efficiencies and competitive advantages in meeting customers' demands on short
notice. The Industrial Chemical Business has implemented several growth
initiatives which seek to expand the number, scope and geography of the end
markets for its product.

Competitive Strengths

Management believes that the principal competitive strengths of the
Industrial Chemicals Business are:

Low-Cost Production Base. The Industrial Chemicals Business has one
of the lowest production costs in the global soda ash industry primarily due to
its location in the Green River Basin in Wyoming and its consistent improvements
in production efficiency. Since taking control of the Green

<PAGE>

River Basin facility in 1986, ongoing efficiency programs have resulted in
productivity per employee rising by more than 100%. In addition, in the past two
years, through process improvements, the Industrial Chemicals Business has
increased its Green River soda ash production capabilities from 2.4 million
annual tons to 2.8 million annual tons. As a result of its market focus and
prudent incremental increases in capacity, management has achieved over a 90%
soda ash capacity utilization in each of the past 5 years.

Strategic, Economic Partners. The Industrial Chemicals Business is
partners with certain major purchasers of soda ash. Owens-Illinois, with a 25%
interest in GCSAP, is one of the largest consumers of soda ash in the world,
with annual demand of approximately 2.0 million tons for use in the production
of container glass. TOSOH, with a 24% interest in GCSAP, is a distributor of
soda ash in the Japanese markets. The Industrial Chemicals Business also sells
soda ash to Church & Dwight for use in baking soda, detergents and personal care
products. GCSAP and Church & Dwight jointly own trona mineral leases under which
GCSAP mines trona for the production of soda ash sold to Church & Dwight.

ANSAC Export Cooperative. The Industrial Chemicals Business is a
member of the American Natural Soda Ash Company ("ANSAC"), the export
cooperative of U.S. soda ash producers. The Industrial Chemicals Business'
membership in ANSAC further enhances its low-cost position by leveraging ANSAC's
global sales and marketing operations and creating distribution economies of
scale. Since the creation of ANSAC in 1984, U.S. exports of soda ash have grown
from 1.6 million tons to a 1997 peak of 4.7 million tons.

Experienced Management Team. The Industrial Chemicals Business is
led by an experienced, motivated management team with an average of over 20
years of industry experience. This management team has strengthened
relationships with major customers, improved the efficiency of its operations,
accessed new markets and developed new products.

Strategy

The Industrial Chemicals Business aims to enhance its market
position and improve its profitability by continued efforts to:

Capitalize on Soda Ash Market Recovery. Management believes that
given its low-cost global position, improved production capabilities from its
recent investment program and marketing and distribution efficiencies due to
membership in ANSAC, the Industrial Chemicals Business is well positioned to
grow its earnings as international markets recover. The U.S. soda ash industry,
with significant export volume, has been negatively impacted by recent economic
downturns in Asia and Latin America, two primary growth markets.

Leverage Relationships with Strategic, Economic Partners.
Owens-Illinois, one of the largest consumers of soda ash in the world, recently
acquired ACI International Limited, a 25% partner in GCSAP and a major producer
of container glass and a customer of GCSAP. In 1998, Owens-Illinois had
estimated annual domestic and international requirements of approximately 2.0
million tons. As a result of this new partnership with Owens-Illinois,
management expects the Industrial Chemicals Business' sales volume to
Owens-Illinois to grow in the future.

Continue Calcium Chloride Growth Initiatives. Within the past two
years, the Industrial Chemicals Business has developed new calcium chloride
applications and expanded its geographic sales territory. For example, it has
successfully introduced Cal-Dry(TM), a calcium chloride-based product, to

<PAGE>

petroleum refineries for distillate-drying applications and Corguard(TM), a
corrosion inhibited de-icing product with a broad range of applications. The
Industrial Chemicals Business has also been successful in selling calcium
chloride products in Latin America and the Middle East, markets that offer
substantial opportunities in the future.

Pursue Strategic Alliances and Consolidation Opportunities.
Management believes that selective strategic alliances and consolidation
opportunities are available for both the soda ash and calcium chloride divisions
of the Industrial Chemicals Business. Management believes that these
opportunities can increase the profitability and enhance the leadership position
of the Industrial Chemicals Business by adding economies of scale and cost
synergies and leveraging its management expertise, production base and sales and
marketing organizations.

The Soda Ash and Calcium Chloride Industries

Soda Ash Industry

While growth in soda ash consumption is primarily driven by global
economic activity, U.S. producers of soda ash are gaining global market share as
a result of the low production costs and high quality of U.S. natural soda ash.
Global consumption of soda ash during 1998 was approximately 34.0 million tons
with U.S. producers estimated to have produced approximately 11.2 million tons
and exported about 4.0 million tons, or about 35% of total U.S. production.
Exports represented the single largest outlet for U.S. production in 1998. U.S.
exports of soda ash have more than doubled since 1984, increasing from 1.6
million tons to 4.6 million tons in 1997, before declining to approximately 4.0
million tons in 1998 primarily due to the economic turmoil in Asia and Latin
America. Almost all of the soda ash produced outside the United States is
synthetic soda ash, which involves significantly higher production costs than
the natural process used in the United States.

Because natural soda ash has a substantially lower cost of
production, producers of natural soda ash generally have a significant cost
advantage over producers of synthetic soda ash. For example, industry sources
estimate that the cash cost of production of synthetic soda ash in Asia and
Latin America ranges between $140 and $200 per ton, whereas U.S. natural soda
ash production costs approximately $50 per ton. This production cost
differential is generally sufficient to offset the increased freight costs for
transporting U.S.-produced soda ash to these regions. As a result, the U.S.
producers of natural soda ash successfully compete in most regions with local
sources of synthetically produced soda ash.

GCSAP, along with the other five U.S. producers of natural soda ash,
is a member of ANSAC, a soda ash export cooperative organized in 1984 pursuant
to an exemption from U.S. antitrust laws provided under the Webb-Pommerene Act.
Through ANSAC, all six U.S. producers export soda ash to all parts of the world
except Canada and Western Europe. The primary export markets served by ANSAC are
Asia and Latin America, and to a lesser extent the Middle East, Africa and
Eastern Europe. Each individual member's allocation of ANSAC volume is based on
the member's total nameplate capacity, with any member's expansion phased-in
over a multi-year period for allocation purposes. ANSAC is the exclusive
distributor of the soda ash of its members; however, members can distribute soda
ash directly to their international affiliates for their own consumption,
subject to certain limitations. Certain countries, however, have from time to
time considered limiting or prohibiting sales of products through export
cooperatives such as ANSAC on grounds that they are anti-competitive, though
management is not aware of any pending or threatened activity in this regard
that would be material to the results of operations or financial condition of
the Industrial Chemicals Business.

100

<PAGE>

In spite of the breadth of export markets, U.S. producers' shipments
into Western Europe during 1998 totaled only 0.3 million tons, after peaking at
more than 0.6 million tons in 1992, while total Western European demand for soda
ash is estimated at 8.0 million tons annually. The lower exports are
attributable to the stronger U.S. dollar, more aggressive pricing by local
producers and the leveling of provisional antidumping duties in 1995 by the
European Commission against five of the six U.S. soda ash producers, including
General Chemical Group. The provisional antidumping duties were removed in
November 1997, which should permit U.S. producers, subject to currency
fluctuations and economic conditions generally, to be more competitive in
shipping soda ash into Western Europe.

Management expects that in the future, U.S. producers will continue
to capitalize on both the growth in world markets and the closure of older,
higher-cost synthetic soda ash plants outside of North America. In this regard,
since 1993, nine producers have announced the closure of fourteen plants outside
of North America with an aggregate capacity of 2.9 million tons of soda ash.

Soda Ash -- Consumption

Soda ash is consumed in the production of glass, sodium-based
chemicals, detergents, pulp and paper and in the treatment of water. The
following table sets forth the estimated 1998 global end-market demand, by
volume, for soda ash (1):

<TABLE>
<S> <C>
Glass production..................................... 53%
Chemicals............................................ 25
Pulp and paper, water treatment and other............ 15
Detergents........................................... 7
----
100%
</TABLE>
----------
(1) Developed from industry sources.

Glass Production. Approximately one-half of the global soda ash
industry demand is attributable to glass production. The glass production market
is comprised of manufacturers of bottles and other containers, commercial,
residential and automobile windows, mirrors, fiberglass, television tubes,
lighting ware, tableware, glassware and laboratory ware.

Approximately one-half of 1998 demand in the glass sector is
attributable to container glass. Historically, domestic consumption of soda ash
in the glass container industry has been adversely affected by the increasing
competition from aluminum and plastic containers and the growing trend toward
the use of cullet (broken, recycled glass). Management believes that the use of
plastic containers will continue to negatively impact the growth in domestic
demand for soda ash, although the continued growth of specialty uses for glass
containers may provide additional opportunities. With respect to cullet,
management believes that the domestic rate of recycling has leveled off in
recent years. In developing economies, demand for glass is expected to continue
to grow as infrastructure requirements expand and standards of living improve.

Chemicals. Sales of soda ash into the sodium-based chemicals market
represent approximately one-fourth of global consumption. The chemical industry
uses soda ash as a source of sodium ions and as a fluxing agent. For example,
soda ash is used in the production of sodium bicarbonate, sodium phosphates,
sodium silicates and chrome chemicals. Many of these products ultimately find
use in higher-growth, specialty applications in the beverage, coatings, food and
personal care sectors.

101

<PAGE>

Pulp and Paper and Water Treatment. Additional markets for soda ash
include pulp and paper and water treatment. These markets represent
approximately one-seventh of global soda ash consumption. In the pulp and paper
market, soda ash supplies the sodium ion required in the pulping of wood fiber.
In the water treatment market, soda ash can be used to control pH levels and
also provides the sodium ion needed for water softening. In this market, soda
ash competes with caustic soda, which is manufactured as a co-product with
chlorine. Due to strong demand for chlorine in recent years, caustic soda has
been oversupplied and its prices have fallen. In the past year, however,
chlorine demand has begun to slow, which in the past has resulted in higher
caustic soda prices.

Detergents. In the detergent market, soda ash is used as a component
of powdered detergents. This market represents approximately one-tenth of global
soda ash consumption. Soda ash is often the prime alkali used to make phosphates
and silicates for dry detergent applications. Due to product reformulation by
select customers, management has seen an increasing demand for the light soda
ash product produced by its Amherstburg plant. Light soda ash is preferred in
some markets such as detergents due to its lower bulk density, higher
absorptivity rates and faster rates of reaction.

Soda Ash--Competition

The highly competitive worldwide soda ash industry is comprised of a
number of domestic and international producers, some of which produce high
volumes of soda ash in multiple geographic regions. Solvay S.A., with natural
soda ash operations in the U.S. and multiple synthetic facilities in Eastern and
Western Europe, is the world's single largest producer of soda ash with total
estimated capacity of approximately 9.9 million tons. If completed, FMC
Corporation's pending acquisition of Tg Soda Ash, Inc. will increase FMC's total
capacity to more than 4.8 million tons.

Given the global nature of the soda ash industry and major soda ash
consumers, the Industrial Chemicals Business competes with both North American
and international soda ash producers. The Industrial Chemicals Business' North
American soda ash competitors are listed below:

102

<PAGE>

<TABLE>
<CAPTION>
1998 Annual
Nameplate
Capacity in
Thousands
Owner/Managing Partner Location of Tons Partner(s)
- -------------------------------- -------------- ----------- -----------------------------
<S> <C> <C> <C>
General Chemical Corp........... Green River 2,800 ACI (25%)(1), TOSOH (24%)
Basin, Wyoming
Amherstburg 500
------
3,300
FMC Corporation................. Green River 3,550 Sumitomo (10%), Nippon
Basin, Wyoming Sheet Glass (10%)
Oriental Chemical Co. (2)....... Green River 2,200 Union Pacific Resources Corp.
Basin, Wyoming (49%)
Solvay Minerals, Inc............ Green River 2,300 Asahi Glass (20%)
Basin, Wyoming
IMC Global(3)................... California 1,500
Tg Soda Ash, Inc.(4)............ Green River 1,300
Basin, Wyoming ------

Total North American
Capacity...................... 14,150
======
</TABLE>

- ----------
(1) Acquired by Owens-Illinois in April 1998.
(2) Excludes 900,000 tons of mothballed capacity, but includes 800,000 tons of
new capacity. See "--Capacity Expansion" above.
(3) Currently held by IMC Global through its wholly-owned subsidiary, North
American Chemical Company. In December 1998, IMC Global announced that it
intends to sell 60% of North American Chemical Company and certain
international synthetic soda ash businesses to Mincorp LLC.
(4) Currently, 100% owned by Elf Aquitaine S.A. In January 1999, FMC
Corporation announced that it had signed a letter of intent for the
purchase of Tg Soda Ash, Inc.

Due to the low-cost position of natural soda ash production in North
America and increasing worldwide demand for soda ash, both international
customers and producers have made substantial investments in the Green River
facilities. Most recently, in January 1999, FMC Corporation, the largest Wyoming
producer of soda ash, announced that it had signed a letter of intent to
purchase another Wyoming producer, Tg Soda Ash, Inc. In December 1998, Mincorp
LLC, a holding company formed by Citigroup Venture Capital, agreed to purchase
60% of North American Chemical Company, which operates a soda ash production
facility in California, as well as 60% of certain international synthetic soda
ash businesses, from IMC Global. Citigroup Venture Capital also owns Brunner
Mond, a United Kingdom-based manufacturer of soda ash with two synthetic
facilities in the United Kingdom, one in the Netherlands and one natural soda
ash facility in Magadi, Kenya.

The Industrial Chemicals Business also competes with a number of
non-U.S. soda ash producers, including Brunner Mond, Solvay, Penrice (owned by
IMC Global) and various Eastern European and Asian producers.

103

<PAGE>

Soda ash capacity outside of North America is distributed regionally
as follows:

<TABLE>
<CAPTION>
1998 Annual Nameplate
Capacity in
Region Thousands of Tons(1)
- ------------------------------------------------------- ---------------------
<S> <C>
Eastern Europe.......................................... 10,600
Western Europe.......................................... 8,800
China................................................... 8,600
Other Asian Countries................................... 5,800
Rest of World........................................... 1,400
-----
Total Capacity (outside North America)............ 35,200
======
</TABLE>
- ----------
(1) Derived from industry sources.

Soda Ash --Pricing and Capacity Utilization

The Industrial Chemicals Business' principal product is soda ash,
and the profitability of its operations is affected by the market price of soda
ash more than any other factor. The price of soda ash has fluctuated in recent
years and is affected by numerous factors beyond the control of the Industrial
Chemicals Business, such as changes in global industry capacity, global demand
for soda ash and the price and/or availability of substitute products. Global
demand for soda ash has been subject to fluctuations based on, among other
factors, worldwide economic conditions, the rate of economic growth in
developing regions such as Asia and Latin America and currency fluctuations.

Management believes that export growth, the closure of additional
synthetic soda ash facilities outside North America, new end-use applications
for soda ash and customer utilization of soda ash in place of caustic soda (soda
ash can be used as a substitute for caustic soda in pulp and paper and certain
other chemical applications) will increase demand for soda ash, thereby
increasing soda ash industry utilization rates and prices, although there can be
no assurances that this will take place.

Historically, the U.S. price of soda ash has fluctuated based on the
rate of global industry capacity utilization. In general, over time,
profitability increases and decreases with concomitant increases and decreases
in the industry utilization rate.

From 1988 to 1991, U.S. soda ash prices increased from $67 to $84
per ton, mainly due to the surge in demand from certain export markets,
including Asia and Latin America. From 1991, U.S. soda ash prices declined to a
low of $70 per ton in 1994 because of a number of capacity expansions before
increasing to $83 per ton in 1996 on the continued growth of exports. Since
1996, U.S. soda ash prices have fallen to an estimated $75 per ton in 1998,
primarily due to expansions totaling 1.2 million tons brought onstream in late
1996, including a 700,000 ton expansion by FMC Corporation and a 300,000 ton
expansion by Solvay Minerals combined with the reduced export demand resulting
from the Asian crisis. The Industrial Chemicals Business expects the average
U.S. soda ash price per ton to be approximately $69 in 1999.

The following chart indicates the average U.S. price per ton of soda
ash and U.S. and global capacity utilized during the period from 1988 to 1998.

104

<PAGE>

<TABLE>
<CAPTION>
Global
Average U.S. Price U.S. Capacity Capacity
Year Per Ton(1) Utilization(2) Utilization(3)
- ----------------------- ------------------ -------------- --------------
<S> <C> <C> <C>
1988................... $67 97% 92%
1989................... 77 99 92
1990................... 83 97 90
1991................... 84 95 88
1992................... 81 92 85
1993................... 74 86 83
1994................... 70 89 87
1995................... 74 94 86
1996................... 83 89 83
1997................... 77 93 86
1998................... 75 86 83
</TABLE>
- ----------
(1) Based on data from the U.S. Geological Survey (not adjusted for
inflation), FOB production facility.
(2) Based on announced capacity (as reported by the U.S. Geological Survey)
adjusted to 95% which management believes better approximates actual
onstream capacity.
(3) Based on industry sources.

Soda Ash -- Capacity Expansions

Since 1982, no new natural soda ash plants have been built in North
America. During this period, capacity expansion in the United States has been
achieved by expansion of existing facilities and improved operating efficiencies
with such new natural soda ash capacity generally being offset by the closure of
older, higher-cost synthetic soda ash plants outside the United States.
Recently, however, American Soda, LLP, a joint venture between American Alkali
and The Williams Companies, has announced its intention to solution mine
nahcolite reserves in White River, Colorado, for processing into soda ash and
sodium bicarbonate. The reported capacity of soda ash production at this
facility will be up to 1.0 million tons per year. The construction of this
facility is contingent upon obtaining all of the necessary regulatory approvals,
permits and mineral leases.

Regarding existing soda ash producers, at the end of 1998, Oriental
Chemical completed an 800,000 ton expansion of its Green River facility. Upon
completion of the expansion, due to current soda ash market conditions Oriental
Chemical "mothballed" 900,000 tons of other capacity at the facility.
Separately, management believes that in the future, Oriental Chemical may also
close its 350,000 ton synthetic soda ash facility in Korea, although there can
be no assurances that this will take place. In addition, Solvay Minerals
announced the delay of its previously planned 400,000 ton U.S. expansion,
originally scheduled for completion in late 1998, until the fourth quarter of
2001.

Calcium Chloride Industry

Calcium chloride, a co-product of the synthetic soda ash process
utilized by the Industrial Chemicals Business' Amherstburg plant, is used
primarily on unpaved roads for dust control and roadbed stabilization during the
spring and summer and on highways and roads for melting ice during the winter.
Other end-markets include retail ice control, concrete additives, water
treatment, newsprint recycling, food processing and distillate drying in oil
refineries. In 1998, the total U.S. and Canadian market for

105

<PAGE>

calcium chloride was estimated at 1.3 million tons. Demand for calcium chloride
is highly dependent on weather conditions in the Northeast and Midwest United
States and eastern Canada.

The Industrial Chemicals Business is the largest producer of calcium
chloride in Canada with 450,000 tons of capacity. Major competitors are Dow
Chemical, Tetra Technologies, Ambar and local producers in Canada. In the United
States, the Industrial Chemicals Business is the third largest distributor of
calcium chloride behind Dow Chemical and Tetra Technologies. It is estimated
that Dow Chemical has 700,000 tons of capacity. The next largest U.S. producer
is Tetra Technologies, which operates four plants with estimated total capacity
of 350,000 tons. In addition, Ambar Inc., an oil services company, purchased an
existing salt evaporation facility in Michigan for conversion to calcium
chloride production. During 1997, the facility came onstream with announced
capacity of 250,000 tons, although some portion of this production will likely
be used by Ambar for internal consumption in its oil service business in the
Gulf Coast region. Management believes the Industrial Chemicals Business' long
standing reputation and service, strategic location, size and extent of its
storage and distribution facilities and use of its sales force and specialty
distributors will allow the Industrial Chemicals Business to enhance its
position in the highway and road maintenance market, although no assurances can
be given that this will occur.

Sales and Marketing

The Industrial Chemicals Business' specially trained sales force
consists of six professionals with an average of over 20 years of industry
experience. Key accounts are covered by senior sales force managers and in many
cases, executive management, all of whom work closely with clients to satisfy
their product needs and develop long term relationships. Additionally, sales and
marketing efforts are pursued from the top level management all the way down to
the plant level.

The Industrial Chemicals Business' technical staff works with
customers to ensure product quality and to troubleshoot customer manufacturing
issues. In addition, a distribution group works with the sales force and
customers to efficiently distribute product and, in many cases, actively manage
customers' inventories for them. The Industrial Chemicals Business also
leverages its dual sourcing capabilities by providing customers with the
opportunity to lower their costs by controlling inventory levels.

In the soda ash market, the Industrial Chemicals Business maintains
a diverse client base that includes numerous Fortune 500 companies. The
Industrial Chemicals Business does not have any single customer accounting for
over 10% of sales. The Industrial Chemicals Business sells to numerous companies
in the glass manufacturing, chemicals and detergents markets, including Albright
& Wilson, Ball-Foster, Church & Dwight, Consumers Packaging, Ford, Guardian,
Occidental, Owens-Illinois and Procter & Gamble. As of December 31, 1998, the
Industrial Chemicals Business' top 10 soda ash customers accounted for
approximately 36% of revenues and had purchased from the Industrial Chemicals
Business for an average of 30 years.

Traditionally, large soda ash customers have made their soda ash
purchases pursuant to annual agreements rather than on a spot basis. In
accordance with industry practice, contract terms are typically negotiated in
the fourth quarter of each year to cover purchases for the following full year
period based on soda ash supply and demand. Certain of the Industrial Chemicals
Business' customers may have a contractual right to reopen their contract
pricing during the contract year if they receive a more favorable bona fide
offer from another supplier. Management has not historically seen this right
exercised. However, increasing consolidation in major end-user segments and
recent depressed demand in the world soda ash markets have resulted in increased
purchasing leverage for certain large soda ash consumers.

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<PAGE>

In addition, the Industrial Chemicals Business will sell soda ash to
GenTek after the Spinoff on terms similar to those for its sale to the GenTek
Business prior to the Spinoff. Some of the soda ash purchased by GenTek will be
consumed in the manufacture of certain of GenTek's products. The remaining soda
ash will be resold to GenTek distributors and customers, who purchase multiple
products from GenTek. This agreement with GenTek will not prevent the Industrial
Chemicals Business from selling directly to GenTek distributors in the future.
Sales to GenTek are not material to its results of operations. See "Arrangements
Between GenTek and New GCG Relating to the Spinoff--Purchase of Soda Ash."

The Industrial Chemicals Business sells calcium chloride to a broad
range of industrial and municipal customers, principally through its strategic
distribution network. This network includes repackers and applicators who use
calcium chloride in road stabilization, dust control and de-icing. In addition,
a dedicated calcium chloride sales force directly sells to several industrial
accounts. The Industrial Chemicals Business will also sell calcium chloride to
GenTek after the Spinoff for resale to GenTek distributors and customers who
purchase multiple products.

Properties

General Chemical Group's headquarters are, and following the Spinoff
will continue to be, located in Hampton, New Hampshire. The locations and uses
of certain of major properties of the Industrial Chemicals Business are as
follows:

<TABLE>
<CAPTION>
Location Use
-------------------------- --------------------------------------
<S> <C> <C>
United States........... Parsippany, New Jersey (1) Offices
Green River, Wyoming Trona Mine and Manufacturing Facility

Canada.................. Amherstburg, Ontario Manufacturing Facility and Undeveloped
Lots
Brooks, Ontario Calcium Chloride Brine Fields
Mississauga, Ontario (1) Offices
</TABLE>

- ----------
(1) Leased.

Manufacturing and Distribution

The Industrial Chemicals Business produces soda ash at two
facilities: GCSAP's plant in Green River, Wyoming, which produces natural soda
ash; and its plant in Amherstburg, Ontario, which produces synthetic soda ash
and calcium chloride as a co-product. Since 1986, management has instituted
operating improvements at the Green River facility which have lowered costs
through the complete elimination of labor-intensive conventional mining
techniques through the purchase of bore mining equipment. Additional significant
cost savings have been realized through reductions in utility and distribution
costs and capital improvements which increase on-stream reliability and reduce
maintenance expense.

In addition to management's focus on costs, the product quality has
continually improved. Management's commitment to quality was recognized as the
Green River facility became the first U.S. soda ash facility to be award ISO
9002 certification by the International Standards Organization. The Amherstburg
facility achieved this certification in 1994. In 1997, Green River became the
first facility to receive QS-9000 certification, a more rigorous quality program
than ISO 9002 which is geared toward

107

<PAGE>

the automotive industry. The Green River plant has also been recognized by Ford
Motor Company as a Q-1 (top rated) supplier.

Currently, the Industrial Chemicals Business' soda ash production
capacity is 3.3 million tons. In 1999, the Industrial Chemicals Business
received an operating permit for nameplate capacity of 2.8 million tons at the
Green River facility. The Industrial Chemicals Business mines trona, the raw
material precursor of natural soda ash, at Green River under leases with the
U.S. Government, the State of Wyoming and Union Pacific Resources. Management
estimates that the extractable trona reserves under these leases have a
remaining life of approximately 100 years. For production at the Amherstburg
facility, the Industrial Chemicals Business solution mines its own salt and
purchases limestone from a major limestone producer.

At the Green River Facility, the Industrial Chemicals Business
produces dense natural soda ash by converting trona to soda ash (sodium
carbonate). In the production process, trona is calcined, yielding soda ash plus
water and carbon dioxide. The impure soda ash is dissolved in water and the
insoluble impurities are removed. Upon concentration of the solution, soda ash
monohydrate is precipitated, leaving soluble impurities in solution. The
monohydrate is subsequently passed through a centrifuge and dryer, yielding
dense soda ash. Due to the physical properties of dense soda ash, it is the
preferred material for glass manufacture.

The synthetic soda ash production process utilized at the
Amherstburg facility is more energy and labor intensive than producing natural
soda ash and hence, more costly. In the synthetic manufacture of soda ash,
limestone and salt are combined to produce sodium bicarbonate and co-product
calcium chloride or ammonium chloride. The sodium bicarbonate intermediate is
then filtered and calcined to result in soda ash. The soda ash is cooled, dried
and then taken to storage. Using this process, the Industrial Chemicals Business
is able to produce light soda ash, which is preferred in certain detergent and
chemicals processes. Management believes that the Amherstburg facility is one of
the worlds' most efficient synthetic soda ash plants. It remains profitable due
to its operating efficiency, the successful marketing of the co-product calcium
chloride and its proximity to major Canadian and eastern U.S. soda ash markets.

The calcium chloride operations of the Industrial Chemicals Business
have twelve terminals in the United States and Canada. The repacker and
applicator distribution network of the Industrial Chemicals Business consists of
31 locations where product is stored. In general, product is immediately shipped
after production from the Green River and Amherstburg facilities. Products are
typically distributed directly to the customer by either rail or truck. The
Industrial Chemicals Business leases approximately 2,500 rail cars.

Reserves and Control of Resources

The Industrial Chemicals Business mines trona ore under leases with
the United States government, the State of Wyoming and the Union Pacific
Resources Corporation. The trona reserves and mines are located in the Green
River, Wyoming area. In the Green River basin, the Green River formation was
deposited in a lake that began in the early Eocene geologic period
(approximately 35 million years ago) as a large body of fresh water, shrank in
size and became saline, expanded and then became fresh water again. In general,
the sediments deposited during the saline phase of this lake, which included the
trona deposits, are called the Wilkins Peak Member, and the overlying and
underlying fresh water deposits are called the Laney Shale Member and Tipton
Shale Member, respectively.

108

<PAGE>

The Wilkins Peak Member contains at least 42 beds of trona in an
area of about 1,300 square miles, at depths ranging from about 400 feet to 3,500
feet. The major beds, those that are known to exceed 4 feet in thickness and to
underlie at least 100 square miles, are numbered 1 through 25, beginning with
the bottommost beds. One bed, No. 17, is currently being mined at the Green
River facility at a depth of about 1,600 feet. The underground mine is
accessible by one service and personnel shaft, one production shaft and three
ventilation shafts. The trona deposits are mined through continuous mining and
bore mining techniques which use machines to rip the ore from the seam. Both
methods use the room and pillar technique mine plan.

Surface operations include facilities for crushing, calcining,
dissolving, classifying, clarifying, crystallizing, drying (conversion of
monohydrate to anhydrous), storing and loading.

The Industrial Chemicals Business' estimated proven reserves within
bed No. 17, which it is currently mining, consist of approximately 85 million
tons of extractable ore. At the 1998 operating rate of 2.3 million tons of soda
ash per year (4.2 million tons of trona ore), there is approximately a 21-year
supply within bed No. 17. For the three years ended December 31, 1997, annual
production of trona ore averaged approximately 4.2 million tons. In addition,
estimated recoverable reserves contain three other major minable trona beds
containing approximately 324 million tons of extractable ore. These beds, which
may require significant capital to access, will provide more than 79 years of
added reserves based on current operating rates.

At the synthetic soda ash plant in Amherstburg, Ontario, Canada, the
Industrial Chemicals Business uses salt and limestone as its raw materials.
Based on current production levels the Industrial Chemicals Business has
approximately 28 years of salt reserves. Owned limestone reserves total
approximately 15 years, with an option on an additional six years of reserves.
However, the Industrial Chemicals Business is not currently utilizing its
limestone reserves and is instead purchasing all of its limestone requirements
from a third party under a long-term contract.

General Chemical (Soda Ash) Partners

Since 1986, the Green River plant has been owned by GCSAP, a
partnership of which General Chemical Group, through a subsidiary, has been the
managing partner and owns a 51% equity interest. In connection with the Spinoff,
General Chemical Group will substitute General Chemical Industrial Products Inc.
as the managing partner of GCSAP and the holder of its 51% interest in the
partnership. ACI International Limited and TOSOH, through wholly-owned
subsidiaries, respectively own 25% and 24% of GCSAP's equity interests. ACI
International Limited, a major world producer of container glass and a customer
of GCSAP, was acquired in April 1998 by Owens-Illinois, a worldwide producer of
packaging materials. Management believes that Owens-Illinois and ACI
International Limited as a combined entity will be one of the largest single
purchasers of soda ash with annual domestic and international requirements of
approximately 2.0 million tons. TOSOH is a leading Japanese chemical company
whose operations previously included a 300,000 ton synthetic soda ash facility
in Nanyo, Japan. In 1997, TOSOH closed its synthetic soda ash facility and began
purchasing soda ash through ANSAC.

Available cash is distributed quarterly by the managing partner to
the three GCSAP partners in accordance with their ownership percentages. The
partnership-related agreements include prohibitions against the transfer by the
current partners of their equity interests (either directly or through the sale
of the subsidiary holding the partnership interest) or withdrawal from the
partnership without the consent of the other partners. These provisions also
provide put and call options in respect of any proposed sale to protect the
other partners.

109

<PAGE>

All major GCSAP operational decisions require approval of the
managing partner. In its capacity as managing partner, General Chemical
Industrial Products Inc. will manage the day-to-day aspects of marketing and
distributing soda ash produced by GCSAP, will provide overall operational
management for GCSAP and will provide customer support and coordinate customer
relations for GCSAP.

GCSAP has an operating committee of four persons, two designated by
New General Chemical Group (currently through General Chemical Corporation and,
from the Spinoff, through General Chemical Industrial Products Inc.), and one
designated by each of ACI International and TOSOH. GCSAP's partnership agreement
contains customary provisions requiring the approval of a majority of the
members of the operating committee for certain significant transactions.
Historically, the recommendations of General Chemical Group, as managing
partner, with respect to the foregoing matters have been accepted by GCSAP's
operating committee.

Seasonality and Backlogs

Sales of soda ash are generally not seasonal, except for sales to
the glass container industry, which increase significantly in the summer due to
stronger beverage demand. Sales of calcium chloride are concentrated in late
spring and summer for dust control and late fall and winter for de-icing.

Due to the nature of the Industrial Chemical Business, there are no
significant backlogs.

Environmental Matters

The Industrial Chemicals Business' mining and production operations,
which have been conducted at the Green River and Amherstburg facilities for many
years, are subject to numerous laws and regulations relating to the protection
of human health and the environment in the U.S. and Canada. Additionally, CERCLA
and similar state Superfund statutes have been construed as imposing joint and
several liability on present and former owners and operators of contaminated
sites and transporters and generators of hazardous substances for remediation of
contaminated properties regardless of fault. Management believes that the
Industrial Chemicals Business is in substantial compliance with such laws and
regulations. However, as a result of its operations, the Industrial Chemicals
Business is involved from time to time in administrative and judicial
proceedings and inquiries relating to environmental matters. To date, none of
such proceedings or inquiries has had a material adverse effect on the
Industrial Chemicals Business' results of operations or financial condition. In
addition, based on information available at this time, management believes that
no pending proceeding or inquiry would have a material adverse effect on its
financial position or results of operations. However, modifications of existing
laws and regulations or the adoption of new laws and regulations in the future,
particularly with respect to environmental and safety standards, or discovery of
any additional or unknown environmental contamination, if any, could require
capital expenditures which may be material or otherwise adversely impact New
GCG's results of operations or financial condition operations.

The Industrial Chemicals Business has established a program to
ensure that its facilities comply with environmental laws and regulations. See
"The Industrial Chemicals Business: Discussion of Results--Environmental
Matters".

After the Spinoff, General Chemical Group, as the former parent of
GenTek and the GenTek Business, may under certain circumstances be found liable
for obligations of GenTek related to the use or transport of hazardous
substances or environmental contamination at facilities of the GenTek Business
for periods prior to the Spinoff. Although GenTek has agreed to indemnify and
hold harmless

110

<PAGE>

New GCG with respect to all such liabilities and to bear all of New GCG's
expenses for defending any claims relating to these matters, New GCG's results
of operations or financial condition could be materially adversely affected in a
material manner in the event GenTek is unable or unwilling to perform its
indemnification obligations. See "Arrangements Between GenTek and New GCG
Relating to the Spinoff."

Employees/Labor Relations

As of December 31, 1998, the Industrial Chemicals Business had
approximately 1,025 employees, of whom approximately 290 were full-time salaried
employees, 720 were full-time hourly employees and 13 were hourly employees
working in nonunion facilities.

Three union contracts, covering approximately 734 employees at the
Green River, Wyoming and Amherstburg, Ontario facilities, have durations of
three years. Since 1986, the Industrial Chemicals Business has been involved in
12 labor negotiations, only one of which has resulted in work disruption. During
that disruption, management operated the plants and supplied customers without
interruption until the labor disruption was settled and a new contract was
agreed upon. In this respect, the three contracts will be up for renewal during
1999. Management believes that it will be able to negotiate new labor agreements
on satisfactory terms, although there can be no assurance that it will be able
to do so or that the negotiation process will not involve material disruptions
to its business.

Legal Proceedings

The Industrial Chemicals Business is involved in claims, litigation,
administrative proceedings and investigations of various types in several
jurisdictions. Although the amount of any liability which could arise with
respect to these actions cannot be accurately predicted, its opinion based upon
currently available information is that any such liability not covered by
insurance would have no material adverse effect on it.

111

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS:
MANAGEMENT

Management

The following table sets forth the directors and executive officers
of New GCG as of the Spinoff Date. Prior to the Spinoff, four of the current
eight members of the Board of Directors of General Chemical Group will resign,
with Paul Montrone, Paul Meister, Philip Beekman and Gerald Lewis remaining as
directors. Such remaining directors will, prior to the Spinoff, designate John
Kehoe and Joseph Volpe as members of the Board of Directors of New GCG. The
Board of Directors will then designate New GCG's executive officers.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Paul M. Montrone........ 57 Director; Chairman of the Board

Paul M. Meister......... 46 Director; Vice Chairman of the Board

John M. Kehoe, Jr....... 65 Director; President and Chief Executive Officer

DeLyle W. Bloomquist.... 40 Chief Operating Officer

Stewart A. Fisher....... 38 Vice President and Chief Financial Officer

Douglas Strobel......... 36 Controller

Philip E. Beekman....... 67 Director

Gerald J. Lewis......... 65 Director

Joseph Volpe............ 59 Director
</TABLE>
- ----------

Paul Montrone has served as the Chairman of the Board of General
Chemical Group since 1995, and a Director of New General Chemical Group since
1988. Montrone will continue to serve in such capacities following the Spinoff.
He was President of General Chemical Group from 1987 to 1994. Mr. Montrone will
also be Chairman of the Board of GenTek after the Spinoff. Mr. Montrone is the
Chairman of the Board and Chief Executive Officer of Fisher.

Paul Meister has served as the Vice Chairman of the Board of General
Chemical Group since 1998, and a Director of General Chemical Group since 1996.
Mr. Meister will continue to serve in such capacities following the Spinoff. Mr.
Meister will be Vice Chairman of the Board of GenTek after the Spinoff. Mr.
Meister has been Vice Chairman of the Board and Executive Vice President and
Chief Financial Officer of Fisher. Mr. Meister is also a Director of Mineral
Technologies Inc. and M&F Worldwide Corp.

John Kehoe will be the President and Chief Executive Officer and a
Director of New GCG after the Spinoff. Mr. Kehoe has been the President and
Chief Operating Officer of WTI since January 1993. Mr. Kehoe was Vice President
of WTI from December 1991 until December 1992 and was Managing Director of WTI
from June 1988 to November 1990.

112

<PAGE>

DeLyle Bloomquist will be Vice President and Chief Operating Officer
of New GCG. Mr. Bloomquist has been since 1996, and will be until the Spinoff,
the Vice President and General Manager, Industrial Chemicals of General Chemical
Group. Mr. Bloomquist was the Director of General Chemical Group's Corporate
Distribution Department between 1995 and 1996. Between 1993 and 1995, he served
as Controller-Industrial Chemicals of General Chemical Group.

Stewart Fisher will be Vice President and Chief Financial Officer of
General Chemical Group. Mr. Fisher has served as the Treasurer of General
Chemical Group since June 1998 and as Assistant Treasurer from 1996 to 1998.

Douglas Strobel will be the Controller of New GCG after the Spinoff.
He has been since 1996, and will be until the Spinoff, Group Controller,
Industrial Chemicals for General Chemical Group. Mr. Strobel served as Business
Controller, Sulfur Products for General Chemical Corporation from 1992 until
1996. Prior to 1992, he was Manager, Financial Planning for General Chemical
Corporation.

Philip Beekman has served as a Director of General Chemical Group
since 1996 and will continue to serve as a Director of New GCG following the
Spinoff. Mr. Beekman has been President of Owl Hollow Enterprises (consulting
and investment) since prior to 1994, and was Chairman of the Board and Chief
Executive Officer of Hook-SupeRx, Inc. (retail) from prior to 1994 to 1994. Mr.
Beekman is also a Director of Linens 'n Things Inc. and Kendle International
Inc.

Gerald Lewis has served as a Director of General Chemical Group
since 1996 and will continue to serve as a Director of New GCG following the
Spinoff. Judge Lewis has been Chairman of Lawsuit Resolution Services since
1997. He was of counsel to the law firm of Latham & Watkins from prior to 1994
to 1997.

Joseph Volpe will be a Director of New GCG after the Spinoff. He
will be a member of the Audit Committee, the Compensation Committee and the
Nominating Committee of the Board of New GCG. He has been the General Manager of
the New York Metropolitan Opera since 1990.

Committees of the Board

The Board of Directors of New GCG will have three standing
committees: an Audit Committee; a Compensation Committee; and a Nominating
Committee.

The Audit Committee will consist of Messrs. Beekman, Lewis, and
Volpe, with Judge Lewis serving as Chairman. It is responsible for, among other
things, recommending the firm to be appointed as independent accountants to
audit New GCG's financial statements and to perform services related to the
audit; reviewing the scope and results of the audit with the independent
accountants; approving in advance the general nature of each professional
service performed by the independent public accountants reviewing with the
management and the independent accountants New GCG's year-end operating results;
considering the adequacy of the internal accounting and control procedures of
New GCG; reviewing the non-audit services to be performed by the independent
accountants, if any; considering the effect of such performance on the
accountants' independence; directing and supervising, when appropriate, special
investigations into matters within the scope of the independent public
accountants duties; and performing such other tasks related to and in
furtherance of the foregoing as it may consider necessary or appropriate or as
may be assigned to it by the Board from time to time.

The Compensation Committee will consist of Messrs. Beekman, Meister
and Volpe, with Mr. Beekman serving as Chairman. It is responsible for reviewing
and recommending compensation

113

<PAGE>

arrangements for Directors and officers; approving such arrangements for other
senior level employees; administering certain benefit and compensation plans of
New GCG and its subsidiaries; monitoring the activities of an internal committee
of members of management established to carry out policies and guidelines with
respect to such plans; and performing such other tasks related to and in
furtherance of the foregoing as it may consider necessary or appropriate or as
may be assigned to it by the Board from time to time. A subcommittee of the
Compensation Committee, comprised solely of "outside directors" (as such term is
used in Section 162(m) of the Code) who are also "Non-Employee Directors" (as
such term is defined in Rule 16b-3 of the Exchange Act) has exclusive authority
to approve any awards of stock or options to directors of New GCG (other than
Non-Employee Directors) or other individuals who are "officers" of the Company
for purposes of Section 16 of the Exchange Act under The General Chemical Group
Inc. Long-Term Incentive Plan and to administer elements of The General Chemical
Group Inc. 1998 Annual Performance Incentive Plan covered by Section 162(m) of
the Code.

The Nominating Committee will consist of all members of the Board,
with Paul Montrone serving as Chairman. The Nominating Committee is responsible
for nominating persons for election to the Board. The Nominating Committee will
consider nominees properly recommended by stockholders.

114

<PAGE>

ANNUAL MEETING AND SHAREHOLDER PROPOSALS

GenTek's annual shareholders' meeting is expected to be held in
Delaware in May of each year. If a shareholder wishes to have a proposal
considered at the 2000 meeting and included in the Proxy Statement for that
meeting, the proposal must be received by GenTek in writing on or before
November 30, 1999.

AVAILABLE INFORMATION

GenTek has filed the Form 10 with the SEC concerning the shares of
GenTek Common Stock being received by General Chemical Group shareholders in the
Spinoff. This Information Statement does not contain all of the information set
forth in the Form 10 and the exhibits and schedules thereto. With respect to
each contract, agreement or other document filed as an exhibit to the Form 10,
reference is made to such exhibit for a more complete description of the matter
involved, and each statement made in this document concerning the contents of
any such contract, agreement or other document shall be deemed qualified in its
entirety by such reference.

The Form 10 and the exhibits and schedules thereto filed by each of
GenTek and New GCG may be inspected and copied at the public reference
facilities maintained by the SEC at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, as well as at the Regional Offices of the SEC at
Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661,
and 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such
information can be obtained by mail from the Public Reference Branch of the SEC
at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Such
materials can also be inspected at the offices of the New York Stock Exchange,
20 Broad Street, New York, New York 10005, or accessed electronically by means
of the SEC's home page on the Internet (http://www.sec.gov).

Following the Spinoff, GenTek will be required to comply with the
reporting requirements of the Exchange Act and will file annual, quarterly and
other reports with the SEC. GenTek will also be subject to the proxy
solicitation requirements of the Exchange Act and, accordingly, will furnish
audited financial statements to its shareholders in connection with its annual
meetings of shareholders.

115

<PAGE>

INDEX TO DEFINED TERMS

<TABLE>
<CAPTION>
Page
No.
----
<S> <C>
1996 GRAT.......................................................................
1999 GRAT.......................................................................
ANSAC...........................................................................
Avtex Site......................................................................
Award...........................................................................
Bylaws..........................................................................
Canadian GAAP...................................................................
CERCLA..........................................................................
Certificate.....................................................................
Class B Conversion..............................................................
CTP.............................................................................
December 1998 GRAT..............................................................
Defiance........................................................................
Distribution Agent..............................................................
Employee Benefits Agreement.....................................................
EPA.............................................................................
Exchange Act....................................................................
February 1998 GRAT..............................................................
Fisher..........................................................................
Form 10.........................................................................
GCSAP...........................................................................
General Chemical Group..........................................................
GenTek..........................................................................
GenTek Business.................................................................
GenTek Financing Facility.......................................................
Guaranteed Industrial Liabilities...............................................
Industrial Assets...............................................................
Industrial Chemicals Business...................................................
Industrial Liabilities..........................................................
Intellectual Property Agreement.................................................
IRS.............................................................................
Latona..........................................................................
LTIP............................................................................
Montrone Trusts.................................................................
New GCG.........................................................................
New GCG Financing Facility......................................................
New General Chemical Group......................................................
New Hampshire Oak...............................................................
Noma............................................................................
Non-Employee Directors..........................................................
NYSE............................................................................
OTC.............................................................................
Owens-Illinois..................................................................
PDI.............................................................................
Pension Plan....................................................................
Peridot.........................................................................
</TABLE>

116

<PAGE>

<TABLE>
<CAPTION>
Page
No.
----
<S> <C>
Preferred Stock.................................................................
PRP.............................................................................
Reheis..........................................................................
Reorganization..................................................................
Sandco Automotive...............................................................
SARs............................................................................
SEC.............................................................................
Securities Act..................................................................
Separation Agreement............................................................
Spinoff Date....................................................................
Sublease Agreement..............................................................
Systems.........................................................................
Tax Sharing Agreement...........................................................
Transition Support Agreement....................................................
TOSOH...........................................................................
WTI.............................................................................
</TABLE>

117

<PAGE>

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the spinoff)

Page
----

Independent Auditors' Report....................................... F-2
Consolidated Statements of Operations for the three years
ended December 31, 1998.......................................... F-3
Consolidated Balance Sheets at December 31, 1997 and 1998.......... F-4
Consolidated Statements of Cash Flows for the three years
ended December 31, 1998.......................................... F-5
Consolidated Statements of Changes in Equity (Deficit) for
the three years ended December 31, 1998.......................... F-6
Notes to Consolidated Financial Statements......................... F-7 - 28

The General Chemical Group Inc. ("GCG") has announced plans to
separate its Manufacturing and Performance Products Segments from its Industrial
Chemicals Segment through a distribution of stock of GenTek Inc. to stockholders
of GCG (the "Spinoff"). In connection with the Spinoff, GCG will transfer the
Manufacturing and Performance Products Segments to a wholly-owned subsidiary,
GenTek Inc. ("GenTek"), and distribute the stock of GenTek to stockholders of
GCG. After the Spinoff, GenTek and GCG will be separate, independent companies,
with their common stock traded on the New York Stock Exchange. GCG will own and
operate the Industrial Chemicals Segment, and GenTek will own and operate the
businesses comprising the Manufacturing and Performance Products Segments.

The Spinoff is treated as a reverse spinoff for financial statement
purposes because the greater proportion of GCG's assets and operations will be
held by GenTek after the Spinoff. Therefore, the Spinoff will be reflected, for
financial statement presentation, as if General Chemical Group formed a new
company consisting of the Industrial Chemicals Segment (i.e., "new" GCG) and
distributed the stock of that company as a dividend to General Chemical Group's
stockholders, with the assets and operations of the Manufacturing and
Performance Products Segments remaining with General Chemical Group after the
Spinoff. Accordingly, General Chemical Group's financial statements reflect the
financial position and results of operations of the Manufacturing and
Performance Products Segments as continuing operations and the financial
position and results of operations of the Industrial Chemicals Business as
discontinued operations. On an on-going basis, the GenTek financial statements
will consist of the Manufacturing and Performance Products Segments and the new
GCG financial statements will consist of the Industrial Chemicals Segment.

F-1

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
THE GENERAL CHEMICAL GROUP INC.:

We have audited the accompanying consolidated balance sheets of The
General Chemical Group Inc. and subsidiaries as of December 31, 1997 and 1998,
and the related consolidated statements of operations, changes in equity
(deficit) and cash flows for each of the three years in the period ended
December 31, 1998. Our audits also included the financial statement schedule in
the Index at Item 15. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on the financial statements and the financial statement
schedule based on our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, such consolidated financial statements present
fairly, in all material respects, the financial position of The General Chemical
Group Inc. and subsidiaries at December 31, 1997 and 1998, and the results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1998 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as
whole, presents fairly in all material respects the information set forth
therein.

Deloitte & Touche LLP

Parsippany, New Jersey
February 11, 1999
(March 18, 1999 as to Notes 1, 3 and 17)

F-2

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------------------------
1996 1997 1998
---- ---- ----
(In thousands, except per share data)
<S> <C> <C> <C>
Net revenues ......................................................... $ 330,120 $ 368,516 $ 443,919
Cost of sales ........................................................ 229,237 251,912 326,626
Selling, general and administrative expense .......................... 52,160 49,078 65,572
--------- --------- ---------
Operating profit ................................................. 48,723 67,526 51,721
Interest expense ..................................................... 10,747 8,855 14,624
Interest income ...................................................... 1,404 1,475 1,165
Foreign currency transaction (gains) losses .......................... (83) 442 629
Other expense, net ................................................... 263 169 320
--------- --------- ---------
Income from continuing operations before income taxes
and extraordinary item ........................................ 39,200 59,535 37,313
Income tax provision ................................................. 18,425 26,261 (3,756)
--------- --------- ---------
Income from continuing operations before
extraordinary item ............................................ 20,775 33,274 41,069
Income from discontinued operations (net of tax) ..................... 25,833 23,041 10,299
--------- --------- ---------
Income before extraordinary item ................................. 46,608 56,315 51,368
Extraordinary item - loss from extinguishment of debt (net
of tax, $2,395) .................................................. -- -- 3,661
--------- --------- ---------
Net income ....................................................... $ 46,608 $ 56,315 $ 47,707
========= ========= =========

Earnings per common share - basic:

Income from continuing operations .................................... $ .98 $ 1.55 $ 1.95
Income from discontinued operations (net of tax) ..................... 1.21 1.08 .49
Extraordinary item - loss from extinguishment of debt (net
of tax) .......................................................... -- -- .17
--------- --------- ---------
Net income ....................................................... $ 2.19 $ 2.63 $ 2.27
========= ========= =========

Earnings per common share - assuming dilution:

Income from continuing operations .................................... $ .95 $ 1.48 $ 1.88
Income from discontinued operations (net of tax) ..................... 1.18 1.02 .47
Extraordinary item - loss from extinguishment
of debt (net of tax) ............................................. -- -- .17
--------- --------- ---------
Net income .................................................... $ 2.13 $ 2.50 $ 2.18
========= ========= =========
</TABLE>

See the accompanying notes to the consolidated financial statements.

F-3

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
December 31,
-----------------------------
1997 1998
---- ----
(In thousands, except share data)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents ............................................................ $ 20,401 $ 61,310
Receivables, net ..................................................................... 49,803 60,620
Inventories .......................................................................... 25,328 37,619
Deferred income taxes ................................................................ 9,850 11,494
Other current assets ................................................................. 153 826
--------- ---------
Total current assets ............................................................. 105,535 171,869
Property, plant and equipment, net ......................................................... 160,154 196,526
Other assets ............................................................................... 38,624 93,131
Net assets of discontinued operations ...................................................... 85,505 75,292
--------- ---------
Total assets ..................................................................... $ 389,818 $ 536,818
========= =========

LIABILITIES AND EQUITY (DEFICIT)

Current liabilities:
Accounts payable ..................................................................... $ 32,116 $ 42,813
Accrued liabilities .................................................................. 48,846 51,965
Income taxes payable ................................................................. 2,662 8,960
Current portion of long-term debt .................................................... 17,392 50,802
--------- ---------
Total current liabilities ........................................................ 101,016 154,540
Long-term debt ............................................................................. 240,612 306,729
Other liabilities .......................................................................... 142,429 130,245
--------- ---------
Total liabilities ................................................................ 484,057 591,514
--------- ---------
Equity (deficit):
Preferred Stock, $.01 par value; authorized 10,000,000
shares; none issued or outstanding ............................................... -- --
Common Stock, $.01 par value; authorized 100,000,000
shares; issued: 12,558,697 and 12,654,489 shares at
December 31, 1997 and 1998, respectively ........................................ 126 127
Class B Common Stock, $.01 par value; authorized
40,000,000 shares; issued and outstanding:
9,758,421 shares at December 31, 1997 and 1998 ................................... 97 97
Capital deficit ...................................................................... (183,814) (182,563)
Accumulated other comprehensive income ............................................... (2,197) (2,446)
Retained earnings .................................................................... 118,855 162,378
Treasury stock, at cost: 1,362,898 and 1,641,166 shares
at December 31, 1997 and 1998, respectively ...................................... (27,306) (32,289)
--------- ---------
Total equity (deficit) ........................................................... (94,239) (54,696)
--------- ---------
Total liabilities and equity (deficit) ........................................... $ 389,818 $ 536,818
========= =========
</TABLE>

See the accompanying notes to the consolidated financial statements.

F-4

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------------------------
1996 1997 1998
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities
Net income ....................................................... $ 46,608 $ 56,315 $ 47,707
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization ................................ 14,099 16,296 23,065
Net loss on disposition/impairment of long-term assets ....... 673 431 11,910
Unrealized exchange (gain) loss .............................. 31 1,405 1,313
Restricted unit plan costs ................................... 11,319 1,302 1,309
Loss on extinguishment of debt ............................... -- -- 6,056
Income from discontinued operations .......................... (25,833) (23,041) (10,299)
(Increase) decrease in receivables ........................... (2,412) (4,835) 1,216
Increase in inventories ...................................... (2,441) (1,597) (2,596)
Increase (decrease) in accounts payable ...................... (216) 1,944 6,241
Decrease in accrued liabilities .............................. (14,312) (1,656) (1,871)
Increase in income taxes payable ............................. 459 1,440 6,298
Increase (decrease) in other liabilities and assets, net ..... 10,862 8,175 (33,081)
--------- --------- ---------
Net cash provided by continuing operations ................... 38,837 56,179 57,268
--------- --------- ---------
Cash flows from investing activities:
Capital expenditures ............................................. (19,231) (26,203) (33,737)
Proceeds from sales or disposals of long-term assets ............. 43 63 767
Payments from related parties .................................... 14,000 -- --
Cash provided (used) by discontinued operations .................. 16,392 331 20,512
Acquisition of businesses net of cash acquired* .................. -- (30,130) (90,935)
--------- --------- ---------
Net cash provided by (used for) investing activities ............. 11,204 (55,939) (103,393)
--------- --------- ---------
Cash flows from financing activities:
Net proceeds from initial public offering ........................ 40,600 -- --
Proceeds from long-term debt ..................................... 20,000 49,000 389,858
Repayment of long-term debt ...................................... (76,886) (45,536) (293,778)
Payments to acquire treasury stock ............................... (123) (27,183) (5,485)
Exercise of stock options ........................................ -- -- 445
Dividends ........................................................ (1,668) (5,368) (4,184)
--------- --------- ---------
Net cash provided by (used for) financing activities ......... (18,077) (29,087) 86,856
--------- --------- ---------
Effect of exchange rate changes on cash ................................ 30 (843) 178
--------- --------- ---------
Increase (decrease) in cash and cash equivalents ....................... 31,994 (29,690) 40,909
Cash and cash equivalents at beginning of period ....................... 18,097 50,091 20,401
--------- --------- ---------
Cash and cash equivalents at end of period ............................. $ 50,091 $ 20,401 $ 61,310
========= ========= =========

Supplemental information:
Cash paid for income taxes ....................................... $ 23,051 $ 35,179 $ 19,754
========= ========= =========

Cash paid for interest ........................................... $ 22,809 $ 20,923 $ 29,353
========= ========= =========

* Purchase of businesses net of cash acquired:
Working Capital, other than cash ................................. $ 3,110 $ (14,303)
Plant, property and equipment .................................... (43,007) (36,436)
Other assets ..................................................... (19,593) (41,622)
Noncurrent liabilities ........................................... 29,360 1,426
--------- ---------
Net cash used to acquire businesses .......................... $ (30,130) $ (90,935)
========= =========
</TABLE>

See the accompanying notes to the consolidated financial statements.

F-5

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
For the three years ended December 31, 1998

<TABLE>
<CAPTION>
Accumulated
Class B Other
Common Common Treasury Capital Comprehensive Retained Comprehensive
Stock Stock Stock Deficit Income (Loss) Earnings Total Income
----- ----- ----- ------- ------------- -------- ----- ------
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance at December 31, 1995 ............. $ 197 $ -- $ -- $(237,140) $ (1,362) $ 22,969 $(215,336)
Net income ............................. -- -- -- -- -- 46,608 46,608 $ 46,608
Foreign currency translation ........... -- -- -- -- (73) -- (73) (44)
---------
Comprehensive income ................... -- -- -- -- -- -- -- $ 46,564
=========
Dividends (Per Share $.125) ............ -- -- -- -- -- (2,780) (2,780)
Proceeds from initial public offering .. 25 -- -- 40,575 -- -- 40,600
Conversion of Common Stock to
Class B Common Stock ................... (197) 197 -- -- -- -- --
Conversion of Class B Common
Stock to Common Stock .................. 54 (54) -- -- -- -- --
Restricted Unit Plan grants,
cancellations, tax benefits and other 1 -- -- 11,350 -- -- 11,351
Purchase of Treasury stock ............. -- -- (123) -- -- -- (123)
----- ----- -------- --------- --------- --------- ---------
Balance at December 31, 1996 ............. 80 143 (123) (185,215) (1,435) 66,797 (119,753)
Net income ............................. -- -- -- -- -- 56,315 56,315 $ 56,315
Foreign currency translation ........... -- -- -- -- (762) -- (762) (461)
---------
Comprehensive income ................... -- -- -- -- -- -- -- $ 55,854
=========
Dividends (Per Share $.20) ............. -- -- -- -- -- (4,257) (4,257)
Conversion of Class B Common
Stock to Common Stock .................. 46 (46) -- -- -- -- --
Restricted Unit Plan grants,
cancellations, tax benefits and other -- -- -- 1,401 -- -- 1,401
Purchase of Treasury stock ............. -- -- (27,183) -- -- -- (27,183)
----- ----- -------- --------- --------- --------- ---------
Balance at December 31, 1997 ............. 126 97 (27,306) (183,814) (2,197) 118,855 (94,239)
Net income ............................. -- -- -- -- -- 47,707 47,707 $ 47,707
Foreign currency translation ........... -- -- -- -- (249) -- (249) (150)
---------
Comprehensive income ................... -- -- -- -- -- -- -- $ 47,557
=========
Dividends (Per Share $.20) ............. -- -- -- -- -- (4,184) (4,184)
Restricted Unit Plan grants,
cancellations, tax benefits and other 1 -- -- 1,313 -- -- 1,314
Purchase of Treasury stock ............. -- -- (4,983) (62) -- -- (5,045)
----- ----- -------- --------- --------- --------- ---------
Balance at December 31, 1998 ............. $ 127 $ 97 $(32,289) $(182,563) $ (2,446) $ 162,378 $ (54,696)
===== ===== ======== ========= ========= ========= =========
</TABLE>

See the accompanying notes to the consolidated financial statements.

F-6

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)

Note 1 - Basis of Presentation

The General Chemical Group Inc. ("GCG" or "the Company") has
announced plans to separate its Manufacturing and Performance Products Segments
from its Industrial Chemicals Segment through a distribution of stock of GenTek
Inc. to the shareholders of GCG (the "Spinoff"). In connection with the Spinoff,
GCG will transfer the Manufacturing and Performance Products Segments to a
wholly-owned subsidiary, GenTek Inc. ("GenTek"), and distribute the stock of
GenTek to shareholders of GCG. After the Spinoff, GenTek and GCG will be
separate, independent companies; GCG will own and operate the Industrial
Chemicals Segment, and GenTek will own and operate the businesses comprising the
Manufacturing and Performance Products Segments.

The Spinoff is treated as a reverse spinoff for financial statement
purposes because the greater proportion of GCG's assets and operations will be
held by GenTek after the Spinoff. Therefore, the Spinoff will be reflected, for
financial statement presentation, as if General Chemical Group formed a new
company consisting of the Industrial Chemicals Segment (i.e., "new" GCG) and
distributed the stock of that company as a dividend to General Chemical Group's
stockholders, with the assets and operations of the Performance Products and
Manufacturing Segments remaining with General Chemical Group after the Spinoff.
On March 9, 1999, the Board of Directors of GCG approved the Spinoff subject to,
among other things, GCG obtaining a private letter ruling from the Internal
Revenue Service (the "IRS") that the distribution will be tax-free. On March 18,
1999, GCG received a favorable ruling from the IRS. Accordingly, General
Chemical Group's financial statements reflect the financial position and results
of operations of the Performance Products and Manufacturing Segments as
continuing operations and the financial position and results of operations of
the Industrial Chemicals Business as discontinued operations. On an on-going
basis, the GenTek financial statements will consist of the Performance Products
and Manufacturing Segments and the new GCG financial statements will consist of
the Industrial Chemicals Segment.

For the purpose of governing certain ongoing relationships between
General Chemical Group and GenTek after the Spinoff and to provide mechanisms
for an orderly transition, General Chemical Group and GenTek have entered into
various agreements. Management believes that the agreements will be comparable
to those which would have been reached in arm's length negotiations with
unaffiliated parties.

Note 2 - Summary of Significant Accounting Policies

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Inventories are valued at the lower of cost or market, using the
last-in, first-out ("LIFO") method for most domestic production inventories and
the first-in, first-out ("FIFO") or average-cost method for all other
inventories. Production inventory costs include material, labor and factory
overhead.

Property, plant and equipment are carried at cost and are
depreciated principally using the straight-line method. Estimated lives range
from 5 to 35 years for buildings and leasehold improvements and one to 20 years
for machinery and equipment.

F-7

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

The Company evaluates the recovery of long-lived assets not held for
sale by measuring the carrying value of these assets against the estimated
undiscounted future cash flows associated with them. At the time such
evaluations indicate that the future cash flows are not sufficient to recover
the carrying value of such assets, the assets are adjusted to their fair values,
which have been determined on a discounted cash flow basis. During 1998, based
on these evaluations, the Company recorded a $11.6 million impairment charge,
which is included in cost of sales, primarily related to two of its
manufacturing facilities in its Performance Products Segment.

Goodwill, which represents the excess of purchase price over fair
value of net assets acquired, is amortized on a straight-line basis over a
period which ranges from 25 to 35 years. The Company assesses the recoverability
of this intangible asset by determining whether the amortization of the goodwill
balance over its remaining life can be recovered through undiscounted future
operating cash flows of the acquired operation. On December 31, 1997 and 1998,
goodwill totalled $19,192 and $71,444, respectively, net of accumulated
amortization of $400 and $2,671, respectively, which is included in other assets
on the balance sheet.

Accruals for environmental liabilities are recorded based on current
interpretations of environmental laws and regulations when it is probable that a
liability has been incurred and the amount of such a liability can be reasonably
estimated. Liabilities for environmental matters were $16,244 and $20,116 at
December 31, 1997 and 1998, respectively. These amounts do not include estimated
third- party recoveries nor have they been discounted.

The Company does not hold or issue financial instruments for trading
purposes. Amounts to be paid or received under interest swap agreements are
recognized as increases or reductions in interest expense in the periods to
which they relate.

All highly liquid instruments purchased with a maturity of three
months or less are considered to be cash equivalents.

In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). FAS 133 requires that all
derivative instruments be measured at fair value and recognized in the balance
sheet as either assets or liabilities. The Company is required to adopt FAS 133
for fiscal years beginning after June 15, 1999. The Company does not expect the
adoption of FAS 133 will have a material effect on the Company's results of
operations or financial condition.

The capital deficit at December 31, 1995 of $237,140 arose as a
result of dividends and distributions exceeding accumulated earnings and capital
contributions.

Certain prior-period amounts have been reclassified to conform with
the current presentation.

F-8

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Note 3 - Discontinued Operations

Discontinued operations represent the Company's Industrial Chemical
Business, which is a leading North American producer and supplier of soda ash
and calcium chloride. The primary end markets for soda ash include glass
production, sodium-based chemicals, detergents, pulp and paper and water
treatment. Calcium chloride is mainly used for dust control and roadbed
stabilization during the summer and melting ice during the winter.

An allocation of certain assets, liabilities and expenses have been
made related to discontinued operations. In the opinion of management, expenses
have been allocated to the discontinued operations in a reasonable and
consistent basis using management's estimate of services provided to the
discontinued business by GCG. However, such allocations are not necessarily
indicative of the level of expenses which might have been incurred had the
Industrial Chemicals Business been operating as a stand alone entity during the
periods presented or expected to be incurred after the spinoff.

The Industrial Chemical Business participates in GCG's centralized
cash management and financing program, and income from discontinued operations
includes an allocation of net interest expense from GCG. To the extent the
Industrial Chemicals Business has experienced temporary cash needs for working
capital purposes or capital expenditures, such funds have historically been
provided by GCG. Net interest expense has been allocated to the Industrial
Chemicals Business assuming that the Industrial Chemicals Business' pro rata
base borrowing requirements would be $150 million. The allocations were made
consistently in each year, and management believes the allocations are
reasonable. However, these interest costs would not necessarily be indicative of
what the actual costs would have been had the Industrial Chemicals Business
operated as a separate, stand-alone public entity. Subsequent to the Spinoff,
the Industrial Chemicals Business will be responsible for these cash management
functions using its own resources or purchased services and will be responsible
for the costs associated with operating a public company.

The Industrial Chemicals Business' financial results include the
costs incurred by The General Chemical Group pension and postretirement benefit
plans for employees and retirees of the Industrial Chemicals Business. Also, the
provision for income taxes has been determined as if the Industrial Chemicals
Business had filed separate tax returns under its existing structure for the
periods presented.

F-9

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

The assets and liabilities of the Industrial Chemical Business are
classified on the balance sheet as "Net assets of discontinued operations" and
consist of the following:

<TABLE>
<CAPTION>
December 31,
--------------------------
1997 1998
---- ----
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents ................................................. $ 1,352 $ 1,127
Receivables, net .......................................................... 72,917 58,601
Inventories ............................................................... 20,630 25,508
Deferred income taxes ..................................................... 4,295 4,392
Other current assets ...................................................... 2,217 1,659
-------- --------
Total current assets ................................................. 101,411 91,287
Property, plant and equipment, net ............................................. 144,035 141,808
Other assets ................................................................... 16,729 15,619
-------- --------
Total assets from discontinued operations ............................ 262,175 248,714
-------- --------
Liabilities
Current liabilities:
Accounts payable ........................................................... 29,216 24,298
Accrued liabilities ........................................................ 24,412 25,146
Income taxes payable ....................................................... 1,914 1,988
-------- --------
Total current liabilities ............................................. 55,542 51,432
Other liabilities ............................................................... 77,827 78,561
Minority interest ............................................................... 43,301 43,429
-------- --------
Total liabilities from discontinued operations ........................ 176,670 173,422
-------- --------
Net assets of discontinued operations ........................................... $ 85,505 $ 75,292
-------- --------
</TABLE>

F-10

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

The results from operations of the Industrial Chemicals Business are
reflected in the Statements of Operations as "Income from Discontinued
Operations" and are summarized as follows:

<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Net revenues ................................................. $ 298,945 $ 289,700 $ 261,469
Cost of sales ................................................ 198,802 204,769 202,338
Selling, general and administrative expense .................. 19,650 15,365 16,634
--------- --------- ---------
Operating profit ............................................. 80,493 69,566 42,497
Interest expense ............................................. 13,001 12,747 11,747
Interest income .............................................. 1,029 1,029 930
Foreign currency transaction (gains) losses .................. (86) 185 447
Other expense, net ........................................... 441 285 524
--------- --------- ---------
Income before minority interest and income taxes ............. 68,166 57,378 30,709
Minority interest ............................................ 31,635 24,253 16,666
--------- --------- ---------
Income before income taxes ................................... 36,531 33,125 14,043
Income tax provision ......................................... 10,698 10,084 3,744
--------- --------- ---------
Net income .................................... $ 25,833 $ 23,041 $ 10,299
========= ========= =========
</TABLE>

Note 4 - Capital Stock

The Company's authorized capital stock consists of 100,000,000
shares of Common Stock, par value $.01 per share, of which 11,195,799 and
11,013,323 were outstanding at December 31, 1997 and 1998, respectively, and
40,000,000 shares of Class B Common Stock, par value $.01 per share, which has
ten votes per share, is subject to significant restrictions on transfer and is
convertible at any time into Common Stock on a share-for-share basis, of which
9,758,421 shares were outstanding at December 31, 1997 and 1998, respectively.
The Common Stock and Class B Common Stock are substantially identical, except
for the disparity in voting power, restriction on transfer and conversion
provisions.

The Company's Preferred Stock, par value $.01 per share consists of
10,000,000 authorized shares, none of which were outstanding at December 31,
1997 and 1998.

During the second quarter of 1997, a former stockholder converted
all 4.4 million shares of Class B Common Stock into an identical number of
shares of Common Stock. On April 23, 1997, the Company purchased approximately
1.3 million shares of Common Stock from the same stockholder, at a price of $20
per share. During 1997 and 1998, the Company purchased 1,356,573 and 278,268
shares of Common Stock, respectively. These purchases were funded from the
Company's cash balance and have been recorded as treasury stock.

F-11

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Note 5 - Earnings Per Share

The computation of basic earnings per share is based on the weighted
average number of common shares and contingently issuable shares outstanding
during the period. The computation of diluted earnings per share assumes the
foregoing and, in addition, the exercise of all stock options and restricted
units, using the treasury stock method.

The components of the denominator for basic earnings per common
share and diluted earnings per common share are reconciled as follows:

<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------------------
1996 1997 1998
---------- ---------- ----------
<S> <C> <C> <C>
Basic earnings per common share:

Weighted average common shares
outstanding .......................................... 21,317,657 21,424,401 21,048,240
========== ========== ==========

Diluted earnings per common share:

Weighted average common
shares outstanding ................................... 21,317,657 21,424,401 21,048,240
Options and Restricted Units ............................ 580,891 1,078,241 807,404
---------- ---------- ----------
Denominator for diluted earnings per common share ............. 21,898,548 22,502,642 21,855,644
========== ========== ==========
</TABLE>

Options to purchase 10,000 and 398,500 of common stock were issued
during 1997 and 1998, respectively, but were not included in the computation of
diluted earnings per common share because the exercise price was greater than
the average market price of the common shares. The options, which expire during
2007 and 2008, were still outstanding at December 31, 1998.

Note 6 - Acquisitions

On July 1, 1997 a wholly owned subsidiary acquired for $30,130 all
of the outstanding stock of Peridot Holdings, Inc. ("Peridot"), a manufacturer
and supplier of sulfuric acid and water treatment chemicals. On February 6,
1998, another wholly owned subsidiary acquired for $6,999 all of the outstanding
stock of Sandco Automotive Ltd. ("Sandco"), a manufacturer of engine parts for
the North American automobile industry and its aftermarket. On April 1, 1998,
the Company acquired for $83,936 all of the outstanding stock of Reheis Inc.
("Reheis") a leading producer and supplier of the active chemical ingredients in
antiperspirants and over-the-counter antacids, as well as a supplier of
pharmaceutical intermediates and other products. Funding for these transactions
was provided by existing cash and borrowings under the Company's revolving
credit facility. The acquisitions are accounted for under the purchase method,
and accordingly, the net assets and results of operations are included in the
financial statements from the date of their respective acquisitions. The
allocation of purchase price of Sandco and Reheis are based on valuation
information available to the Company which is subject to change as such
information is finalized. Goodwill is being amortized on a straight line basis
over a period which ranges from 25 to 35 years. Had each of the acquisitions
occurred as of January 1, 1997, net sales would have been $457,195 and $459,684
for 1997 and 1998, respectively; income before extraordinary items would have
been $54,309 ($2.41 per share) and $50,717 ($2.32 per share) for 1997 and 1998,
respectively; and

F-12

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

net income would have been $54,309 ($2.41 per share) and $47,056 ($2.15 per
share) for 1997 and 1998, respectively.

Note 7 - Income Taxes

Income from continuing operations before income taxes is as follows:

<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
United States .................. $36,433 $58,314 $34,150
Foreign ........................ 2,767 1,221 3,163
------- ------- -------
Total ..................... $39,200 $59,535 $37,313
======= ======= =======
</TABLE>

The components of the income tax provision are as follows:

<TABLE>
<CAPTION>
Years Ended December 31,
-----------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
United States:
Current ...................... $ 12,363 $ 24,669 $ (3,532)
Deferred ..................... 2,262 (3,120) (3,776)
Foreign:
Current ...................... 1,117 589 911
Deferred ..................... (65) (97) (18)
State:
Current ...................... 2,262 4,890 3,470
Deferred ..................... 486 (670) (811)
-------- -------- --------
Total .................... $ 18,425 $ 26,261 $ (3,756)
======== ======== ========
</TABLE>

A summary of the components of deferred tax assets and liabilities
is as follows:

<TABLE>
<CAPTION>
December 31,
-----------------------
1997 1998
---- ----
<S> <C> <C>
Postretirement benefits ........................ $19,390 $19,507
Nondeductible accruals ......................... 35,888 43,830
Other .......................................... 2,472 3,372
------- -------
Deferred tax assets .......................... 57,750 66,709
------- -------
Property, plant and equipment .................. 28,788 32,977
Pensions ....................................... 1,860 2,007
Inventory ...................................... 3,754 3,437
Other .......................................... 1,048 2,965
------- -------
Deferred tax liabilities ..................... 35,450 41,386
------- -------
Net deferred tax asset .................... $22,300 $25,323
======= =======
</TABLE>

F-13

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

The difference between the Company's effective income tax rate and
the United States statutory rate is reconciled below:

<TABLE>
<CAPTION>
Years Ended December 31,
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
U.S. federal statutory rate ..................... 35.0% 35.0% 35.0%
State income taxes, net of federal benefit ...... 4.3 4.5 4.5
Tax effect of foreign operations ................ 6.7 4.1 (5.8)
Reversal of provision for disputed items ........ -- -- (44.1)
Other ........................................... 1.0 .5 .3
---- ---- ----
Total ......................................... 47.0% 44.1% (10.1)%
==== ==== ====
</TABLE>

GenTek has entered into a tax sharing agreement with GCG. The
agreement requires GenTek to indemnify and hold harmless GCG for any and all tax
liabilities occurring before the Spinoff.

The IRS examinations of the Company's federal income tax returns for
1990 and 1991 resulted in the issuance of a deficiency notice during 1995. The
Company filed an administrative appeal with the IRS in 1995 contesting the items
denoted in the deficiency notice. At December 31, 1997, the Company had accrued
$25,388 for this notice, which was included in other liabilities on the balance
sheet. During 1998 the Company entered into a settlement agreement with the IRS
settling all items denoted in the original deficiency notice. The settlement
agreement binds the IRS for all years subsequent to 1989 on the items denoted in
the original deficiency notice. The Company recorded an income tax benefit of
$19,527 in connection with the reversal of amounts previously accrued in
connection with the deficiency notice settlement agreement.

F-14

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Note 8 - Pension Plans and Other Postretirement Benefits

The Company maintains several defined benefit pension plans covering
substantially all employees. A participating employee's annual postretirement
pension benefit is determined by the employee's credited service and, in most
plans, final average annual earnings with the Company. Vesting requirements are
five years in the U.S. and two years in Canada. The Company's funding policy is
to annually contribute the statutorily required minimum amount as actuarially
determined. The Company also maintains several plans providing postretirement
benefits covering substantially all hourly and certain salaried employees. The
Company funds these benefits on a pay-as-you-go basis. The long-term portion of
accrued postretirement benefit cost related to continuing operations of $48,184
and $48,766 at December 31, 1997 and 1998, respectively, is included in other
liabilities on the balance sheet.

<TABLE>
<CAPTION>
Pension Benefits Other Postretirement Benefits
December 31, December 31,
------------------------------------- ---------------------------------------
United States: 1996 1997 1998 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Components of Net Periodic Benefit Cost
Service Cost ........................... $ 4,748 $ 5,217 $ 5,645 $ 1,455 $ 1,575 $ 1,568
Interest Cost .......................... 13,125 13,873 14,935 3,587 3,896 4,046
Expected Return on Plan Assets ......... (12,241) (13,466) (15,156) -- -- --
Amortization of Net
Prior Service Cost .................... 841 843 910 (1,604) (1,604) (1,604)
(Gain)/Loss ........................... 80 46 10 (757) (587) (628)
-------- -------- -------- -------- -------- --------
Net Periodic Benefit Cost .............. $ 6,553 $ 6,513 $ 6,344 $ 2,681 $ 3,280 $ 3,382
======== ======== ======== ======== ======== ========
</TABLE>

<TABLE>
<CAPTION>
Other
Pension Benefits Postretirement Benefits
December 31, December 31,
--------------------------- --------------------------
United States: 1997 1998 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Change in Benefit Obligation
Benefit Obligation at Prior Measurement Date ................. $ 187,760 $ 203,495 $ 55,578 $ 57,522
Service Cost ................................................. 5,217 5,533 1,575 1,568
Interest Cost ................................................ 13,873 14,856 3,896 4,046
Actuarial (Gain)/Loss ........................................ 960 22,332 (1,800) (948)
Benefits Paid ................................................ (9,077) (10,648) (2,318) (2,989)
Plan Amendments .............................................. 699 -- -- --
Business Combinations ........................................ 4,063 1,333 591 --
--------- --------- --------- ---------
Benefit Obligation at Measurement Date ....................... $ 203,495 $ 236,901 $ 57,522 $ 59,199
========= ========= ========= =========
</TABLE>

F-15

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

<TABLE>
<CAPTION>
Other Postretirement
Pension Benefits Benefits
December 31, December 31,
--------------------------- --------------------------
United States: 1997 1998 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Change in Plan Assets
Fair Value of Assets at Prior Measurement ................. $ 166,661 $ 193,301 $ -- $ --
Date
Actual Return on Plan Assets .............................. 29,122 17,124 -- --
Employer Contributions .................................... 2,470 3,065 2,318 2,989
Benefits Paid ............................................. (9,077) (10,649) (2,318) (2,989)
Business Combinations ..................................... 4,125 1,147 -- --
--------- --------- --------- ---------
Fair Value of Assets at Measurement Date .................. $ 193,301 $ 203,988 $ -- $ --
========= ========= ========= =========

Reconciliation of Funded Status
Funded Status ............................................. $ (10,194) $ (32,913) $ (57,522) $ (59,199)
Unrecognized Net
Transition (Asset)/Obligation ........................ -- 13 -- --
Prior Service Cost ................................... 7,091 6,178 (11,104) (9,500)
(Gain)/Loss .......................................... (23,796) (3,540) (8,309) (8,629)
--------- --------- --------- ---------
Net Amount Recognized ..................................... $ (26,899) $ (30,262) $ (76,935) $ (77,328)
========= ========= ========= =========
</TABLE>

The assumptions used in accounting for the plans in 1996, 1997 and
1998 were:

<TABLE>
<CAPTION>
Pension Plans
------------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Discount rate ............................................................. 7 1/2% 7 1/2% 6 3/4%
Long-term rate of return on assets ........................................ 9% 9% 9%
Average rate of increase in employee compensation ......................... 5% 5% 5%
</TABLE>

The assumption used in accounting for the medical plans in 1998 was
an 8 percent health care cost trend rate (decreasing to 6 3/4 percent in the
year 2001 and beyond). A one percent increase in the health care trend rate
would increase the accumulated postretirement benefit obligation by $3,881 at
year end 1998 and the net periodic cost by $330 for the year. A one percent
decrease in the health care trend rate would decrease the accumulated
postretirement benefit obligation by $4,206 at year end 1998 and the net
periodic cost by $357 for the year.

The assumption used in accounting for the plans in 1997 was a 10
percent health care cost trend rate (decreasing to 7 1/2 percent in the year
2000 and beyond).

The dates used to measure plan assets and liabilities were October
31, 1997 and 1998 for all plans. Pension plan assets are invested primarily in
stocks, bonds, short-term securities and cash equivalents.

F-16

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Pension Benefits Other Retirement Benefits
December 31, December 31,
------------------------------------- ----------------------------------
Canada: 1996 1997 1998 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Components of Net Periodic Benefit Cost
Service Cost .............................. $ 1,494 $ 1,352 $ 1,463 $ 310 $ 302 $ 332
Interest Cost ............................. 3,727 3,868 3,789 864 1,032 1,014
Expected Return on Plan Assets ............ (4,662) (4,877) (4,881) -- -- --
Amortization of Net
Prior Service Cost ...................... 92 90 84 -- -- --
(Gain)/Loss ............................. 467 432 458 -- -- --
------- ------- ------- ------- ------- -------
Net Periodic Benefit Cost ................. $ 1,118 $ 865 $ 913 $ 1,174 $ 1,334 $ 1,346
======= ======= ======= ======= ======= =======
</TABLE>

<TABLE>
<CAPTION>
Other Postretirement
Pension Benefits Benefits
December 31, December 31,
------------------------ ------------------------
1997 1998 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Change in Benefit Obligation
Benefit Obligation at Prior Measurement Date ................. $ 50,714 $ 55,493 $ 13,297 $ 14,631
Service Cost ................................................. 1,349 1,457 302 330
Interest Cost ................................................ 3,857 3,773 1,029 1,010
Actuarial (Gain)/Loss ........................................ 3,977 5,823 592 (934)
Foreign Currency Translation ................................. (899) (3,701) (235) (977)
Benefits Paid ................................................ (3,505) (3,240) (354) (370)
-------- -------- -------- --------
Benefit Obligation at Measurement Date ....................... $ 55,493 $ 59,605 $ 14,631 $ 13,690
======== ======== ======== ========

Change in Plan Assets
Fair Value of Assets at Prior Measurement Date ............... $ 59,940 $ 66,181 $ -- $ --
Actual Return on Plan Assets ................................. 10,611 2,633 -- --
Employer Contributions ....................................... 1,085 1,643 370 354
Foreign Currency Translation ................................. (1,950) (4,412) -- --
Benefits Paid ................................................ (3,505) (3,240) (370) (354)
-------- -------- -------- --------
Fair Value of Assets at Measurement Date ..................... $ 66,181 $ 62,805 $ -- $ --
======== ======== ======== ========

Reconciliation of Funded Status
Funded Status ................................................ $ 11,576 $ 3,201 $(14,631) $(13,691)
Unrecognized Net
Prior Service Cost ....................................... 834 695 -- --
(Gain)/Loss .............................................. 6,392 13,560 1,340 316
-------- -------- -------- --------
Net Amount Recognized ........................................ $ 18,802 $ 17,456 $(13,291) $(13,375)
======== ======== ======== ========
</TABLE>

F-17

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

The assumptions used in accounting for the plans in 1996, 1997 and 1998 were

<TABLE>
<CAPTION>
Pension Plans
-----------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Estimated discount rate ............................................. 8% 7 1/2% 6 3/4%
Estimated long-term rate of return on assets ........................ 9% 9% 9%
Average rate of increase in employee compensation ................... 5 1/4% 5 1/4% 5 1/4%
</TABLE>

The assumption used in accounting for the medical plans in 1998 was
an 8.4 percent health care cost trend rate (decreasing to 6 percent in the year
2003 and beyond). A one percent increase in the health care trend rate would
increase the accumulated postretirement benefit obligation by $2,803 at year end
1998 and the net periodic cost by $289 for the year. A one percent decrease in
the health care trend rate would decrease the accumulated postretirement benefit
obligation by $2,209 at year end 1998 and the net periodic cost by $223 for the
year.

The assumption used in accounting for the plans in 1997 was a 10
percent health care cost trend rate (decreasing to 7 1/2 percent in the year
2003 and beyond).

The dates used to measure plan assets and liabilities were October
31, 1997 and 1998 for all plans. Plan assets are invested primarily in stocks,
bonds, short-term securities and cash equivalents.

Following the Spinoff, the Industrial Chemicals Business and the
GenTek Business will assume the responsibility for pension and other
postretirement benefits for retirees whose last work assignment was with their
respective business and the active employees of each or their respective
businesses. Separate defined benefit plans will be established for both
companies, with assets included in trusts under qualified pension plans being
divided between the trusts. Each domestic plan will receive the legally required
funding as specified under the Employee Retirement Income Security Act of 1974
and foreign plans will receive funding as specified under the applicable
statutory requirements.

GCG's net periodic benefit cost for pension and other postretirement
benefits disclosed above includes amounts related to the Industrial Chemicals
Business who participated in certain of the Company's defined benefits and
postretirement benefits plans. GCG's periodic benefit cost has been allocated to
the Industrial Chemicals Business and is included in "Discontinued Operations"
in the Statement of Operations. Periodic benefit cost allocated to discontinued
operations was $5,400, $5,380 and $4,618 for 1998, 1997 and 1996, respectively.

F-18

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Note 9 - Commitments and Contingencies

Future minimum rental payments for operating leases (primarily for
transportation equipment, offices and warehouses) related to continuing
operations having initial or remaining noncancellable lease terms in excess of
one year as of December 31, 1998 are as follows:

<TABLE>
<CAPTION>
Years Ending
December 31,
------------
<C> <C>
1999............................................................. $ 5,180
2000............................................................. 4,286
2001............................................................. 2,188
2002............................................................. 1,901
2003 and thereafter.............................................. 1,883
-------
$15,438
=======
</TABLE>

Rental expense for the years ended December 31, 1996, 1997 and 1998
was $4,239, $4,621, and $5,632, respectively.

Parent Guaranty and Transfer Agreement. A restated parent guaranty
and transfer agreement between New Hampshire Oak, a wholly owned subsidiary of
GCG and the parent of General Chemical Corporation ("GCC"), ACI International
Limited and TOSOH America, Inc. provides that in the event that either New
Hampshire Oak, ACI International Limited or TOSOH America, Inc. (such entities
being referred to as a "transferring parent" or "nontransferring parent" as the
context requires) proposes to sell or otherwise transfer or cause to be sold or
transferred the voting securities of GCC, the Andover Group, Inc. or TOSOH
Wyoming, Inc. (the respective subsidiaries constituting the partners of GCSAP)
as the case may be, the nontransferring parents will have the following options:
(1) to purchase the transferring parent's subsidiary's interest in GCSAP at fair
market value; (2) to require the transferring parent to purchase the
nontransferring parents' subsidiaries' interest in GCSAP at fair market value;
(3) to buy the voting securities to be sold by the transferring parent on the
same terms and conditions and at the same price as the transferring parent
proposes to sell or otherwise transfer or cause to be sold or transferred such
voting securities; or (4) to cause the proposed transferee to purchase the
nontransferring parents' subsidiaries' interest in GCSAP for a price reflecting
the price to be paid by the proposed transferee for such voting securities. In
the event that New Hampshire Oak ceases to own at least 51 percent of GCC while
GCC is a partner, GCC shall pay to The Andover Group, Inc. $2,833.

Environmental Matters. Accruals for environmental liabilities are
recorded based on current interpretations of applicable environmental laws and
regulations when it is probable that a liability has been incurred and the
amount of such liability can be reasonably estimated. Estimates are established
based upon information available to management to date, the nature and extent of
the environmental liability, the Company's experience with similar activities
undertaken, estimates obtained from outside consultants and the legal and
regulatory framework in the jurisdiction in which the liability arose. The
potential costs related to environmental matters and their estimated impact on
future operations are difficult to predict due to the uncertainties regarding
the extent of any required remediation, the complexity and interpretation of
applicable laws and regulations, possible modification of existing laws and
regulations or the adoption of new laws or regulations in the future, and the
numerous alternative remediation methods and their related varying costs. The
material components of the Company's environmental accruals include potential
costs, as applicable, for investigation, monitoring, remediation and ongoing
maintenance activities at any affected site. Accrued liabilities for
environmental matters

F-19

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

were $16,244 and $20,116 at December 31, 1997 and 1998, respectively. These
amounts do not include estimated third-party recoveries nor have they been
discounted.

Avtex Site at Front Royal, Virginia. On March 22, 1990, the EPA
issued to the Company a Notice of Potential Liability pursuant to Section 107(a)
of CERCLA (the "Notice") with respect to a site located in Front Royal, Virginia
(the "Avtex Site"), owned at the time by Avtex Fibers Front Royal, Inc., which
has filed for bankruptcy. A sulfuric acid plant adjacent to the main Avtex Site
was previously owned and operated by the Company. On September 30, 1998, the EPA
issued an administrative order under Section 106 of CERCLA (the "Order"), which
requires the Company, AlliedSignal, Inc. and Avtex to undertake certain removal
actions at the acid plant. On October 19, 1998, the Company delivered to the EPA
written notice of its intention to comply with the Order, subject to numerous
defenses. The requirements of the Order include preparation of a study to
determine the extent of any contamination at the acid plant site. The Company
has provided for the estimated costs of $1.6 million for these activities in its
accrual for environmental liabilities relating to the Order. The Company is
working cooperatively with the EPA with respect to compliance with the Order and
believes that such compliance will not have a material effect on the Company's
results of operations or financial condition.

In addition to the matters discussed above, the Company is involved
in other claims, litigation, administrative proceedings and investigations and
remediation relative to environmental matters. Although the amount of any
ultimate liability which could arise with respect to these matters cannot be
accurately predicted, it is the opinion of management, based upon currently
available information and the accruals established, that any such liability will
have no material adverse effect on the Company's financial condition, results of
operations or cash flows.

Note 10 - Related Party Transactions

Management Agreement

GCG is party to a management agreement with Latona Associates (which
is controlled by a stockholder of GCG) under which GCG receives corporate
supervisory and administrative services and strategic guidance for a quarterly
fee of $1,018, $1,099 and $1,195 per quarter for the years 1996, 1997 and 1998,
respectively.

In addition, in connection with any acquisition or business
combination with respect to which Latona Associates advises the Company, the
Company has agreed to pay Latona Associates additional fees comparable with fees
received by investment banking firms for such services. During 1998, the Company
paid Latona $500 in connection with the acquisition of Reheis. This agreement
expires on December 31, 2004.

F-20

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Note 11 - Additional Financial Information

The following are summaries of selected balance sheet items:

Receivables
<TABLE>
<CAPTION>
December 31,
----------------------------
1997 1998
---- ----
<S> <C> <C>
Trade .................................. $ 51,730 $ 62,810
Other .................................. 1,626 1,536
Allowance for doubtful accounts ........ (3,553) (3,726)
-------- --------
$ 49,803 $ 60,620
======== ========
</TABLE>

Inventories

<TABLE>
<CAPTION>
December 31,
----------------------------
1997 1998
---- ----
<S> <C> <C>
Raw materials ........................ $ 8,093 $11,395
Work in process ...................... 3,090 6,049
Finished products .................... 9,999 15,706
Supplies and containers .............. 4,146 4,469
------- -------
$25,328 $37,619
======= =======
</TABLE>

Inventories valued at LIFO amounted to $16,835 and $17,450 at
December 31, 1997 and 1998, respectively, which were below estimated replacement
cost by $615 and $730, respectively. The impact of LIFO liquidations in 1996,
1997 and 1998 was not significant.

Property, Plant and Equipment

<TABLE>
<CAPTION>
December 31,
----------------------------
1997 1998
---- ----
<S> <C> <C>
Land and improvements .................... $ 20,876 $ 26,219
Machinery and equipment .................. 194,992 261,260
Buildings and leasehold improvements ..... 31,637 43,912
Construction in progress ................. 10,111 19,178
--------- ---------
257,616 350,569
Less accumulated depreciation and
amortization ............................. (97,462) (154,043)
--------- ---------
$ 160,154 $ 196,526
========= =========
</TABLE>

Accrued Liabilities

<TABLE>
<CAPTION>
December 31,
----------------------------
1997 1998
---- ----
<S> <C> <C>
Wages, salaries and benefits ............. $17,820 $17,616
Taxes, other than income taxes ........... 2,867 3,256
Other .................................... 28,159 31,093
------- -------
$48,846 $51,965
======= =======
</TABLE>

F-21

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Note 12 - Long-term Debt

Long-term debt consists of the following:

<TABLE>
<CAPTION>
Maturities December 31, December 31,
---------- ------------ ------------
1997 1998
---- ----
<S> <C> <C> <C>
Bank Term Loan A - floating rate ............................. 2000-2004 $ -- $100,000
Bank Term Loan B - floating rate ............................. 1999-2006 -- 199,000
Bank Term Loan - floating rate ............................... 1999-2001 65,217 --
Senior Subordinated Notes - 9.25% ............................ 2003 100,000 --
Canada Senior Notes - 9.09% .................................. 1999 50,787 48,269
$130,000 U.S. Revolving Credit Facility
- floating rate ........................................ 42,000 --
General Chemical Canada Limited
Revolving Credit Facility - floating
rate ................................................... 2000 -- 3,877
Other Debt - floating rate ................................... -- 6,385
-------- --------
Total Debt ............................................. 258,004 357,531
Less: Current Portion ................................. 17,392 50,802
-------- --------
Net Long-Term Debt ..................................... $240,612 $306,729
======== ========
</TABLE>

Aggregate maturities of long-term debt for each of the years in the
five year period ending December 31, 2003 are $50,802, $11,780, $19,700, $13,250
and $23,250.

On June 15, 1998 the Company entered into a new credit facility
consisting of a $100,000 Term Loan ("Term Loan A") maturing on June 15, 2004, a
$200,000 Term Loan ("Term Loan B") maturing on June 15, 2006 and a $300,000
Revolving Credit Facility maturing on June 15, 2004. The term loans and
revolving credit facility bear interest at a rate equal to a spread over a
reference rate chosen by the Company from various options. The rate in effect at
December 31, 1998 for Term Loan A and Term Loan B was 6.25 percent and 7.25
percent, respectively. Term Loan A is payable in consecutive quarterly
installments commencing March 31, 2000. Term Loan B is payable in consecutive
quarterly installments commencing September 30, 1998. The facility is secured by
a first priority security interest in all of the capital stock of the Company's
domestic subsidiaries and 65 percent of the capital stock of the Company's
foreign subsidiaries.

General Chemical Canada Limited has a $15,000 (Canadian Dollar)
Revolving Credit Facility maturing June 22, 2000. This facility bears interest
at a rate equal to a spread over a reference rate chosen by General Chemical
Canada Limited from various options.

Commitment fees paid for the abovementioned facilities were $414,
$274, and $446 for 1996, 1997 and 1998, respectively.

F-22

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Note 13 - Stock Option Plan and Restricted Unit Plan

The Company's 1996 Stock Option and Incentive Plan (the "Plan")
provides for the issuance of up to 2,200,000 shares of Common Stock. The Plan
authorizes the granting of incentive and nonqualified stock options, stock
appreciation rights, restricted and unrestricted stock and performance share
awards to executives, directors and other key persons. Any incentive stock
options granted under the Plan must have an exercise price at least equal to the
market value of the shares on the day the option is granted and a maximum term
of 10 years.

Information with respect to all stock options is summarized below:

<TABLE>
<CAPTION>
Average Option
Shares Price Per Share
------ ---------------
<S> <C> <C>
Options Outstanding at December 31, 1995 .......... -- $ --
Options Granted ............................ 1,281,000 17.66
Options Exercised .......................... -- --
Options Forfeited .......................... 10,000 17.50
----------
Options Outstanding at December 31, 1996 .......... 1,271,000 17.66
Options Granted ............................ 100,000 22.70
Options Exercised .......................... -- --
Options Forfeited .......................... 29,800 18.23
----------
Options Outstanding at December 31, 1997 .......... 1,341,200 18.02
Options Granted ............................ 398,500 23.72
Options Exercised .......................... 25,200 17.67
Options Forfeited .......................... 35,000 18.24
----------
Options Outstanding at December 31, 1998 .......... 1,679,500 $19.37
----------
</TABLE>

The Company applies APB Opinion 25 in accounting for the Plan. Had
compensation cost for this plan been determined under FASB Statement No. 123,
the Company's net income for 1996 would have been reduced to $45,623 with basic
earnings per common share of $2.14 and diluted earnings per share of $2.08. Net
income for 1997 would have been reduced to $55,140 with basic earnings per
common share of $2.57 and diluted earnings per share of $2.45. Net income for
1998 would have been reduced to $45,857 with basic earnings per common share of
$2.18 and diluted earnings per share of $2.10. For purposes of this calculation,
the fair value of each option grant was estimated on the grant date using the
Black-Scholes option-pricing model with the following assumptions used for 1996,
1997 and 1998, respectively: dividend yield of 1.0 percent, 0.7 percent and 1.5
percent, respectively; expected volatility of 27 percent, 41 percent and 42
percent, respectively; weighted average risk free interest rate of 6.42 percent,
5.50 percent and 4.65 percent, respectively; and, weighted average expected
lives of six years. All options granted to date under the stock option plan have
an exercise price equal to the market price of the Company's stock on the grant
date.

The Company's Restricted Unit Plan provides for the issuance of
850,000 units, with each unit representing one share of Common Stock to be
issued to the participant upon the occurrence of certain conditions ("vesting")
unless the participant elects to defer receipt thereof. All awards are subject
to a five year vesting schedule under which a portion of each participant's
award vests annually over a five year period. Dividend equivalents on
outstanding units accrue to the benefit of the participants and are paid at the
time dividends are paid to Common Stock shareholders. These units were awarded
during the second quarter of 1996 in replacement

F-23

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

of the rights earned by participants beginning in 1989 under the Phantom Equity
Plan and certain other prior equity programs of the Company which were then
terminated. The Company recorded a charge to income of $11,319, $1,302 and
$1,309 for 1996, 1997 and 1998, respectively, with a contra credit to capital
deficit.

Note 14 - Financial Instruments

Swap Agreements

The Company does not enter into financial instruments for trading
purposes. The Company periodically enters into interest rate swap agreements to
effectively convert all or a portion of its floating-rate debt to fixed-rate
debt in order to reduce the Company's risk to movements in interest rates. Such
agreements involve the exchange of fixed and floating interest rate payments
over the life of the agreement without the exchange of the underlying principal
amounts. Accordingly, the impact of fluctuations in interest rates on these
interest rate swap agreements is fully offset by the opposite impact on the
related debt. Swap agreements are only entered into with strong creditworthy
counterparties. The swap agreements in effect were as follows:

<TABLE>
<CAPTION>
Notional Interest Rate
December 31, Amount Maturities Receive(1) Pay(2)
- ----------------------- -------- ---------- --------- ------
<S> <C> <C> <C> <C>
1997 .................. $ 75,000 1998-1999 5.8% 6.8%
1998 .................. 100,000 1999-2006 5.6% 6.6%
</TABLE>

(1) Three-month LIBOR.

(2) Represents the weighted average rate.

At December 31, 1998, the Company was also party to a currency and
interest rate swap, which partially hedges the Company's Canadian subsidiary's
52,000 U.S. dollar 9.09 percent Senior Notes. The agreement, which matures in
1999, provides for the payment of 48,400 Canadian dollars at a fixed rate of
7.54 percent in exchange for the receipt of 35,000 U.S. dollars at a fixed rate
of 9.09 percent. Unrealized gains and losses on the currency portion of the swap
are recognized and offset the foreign exchange gain or loss on the related debt
in the consolidated statements of operations. Net amounts paid or received on
the interest portion of the swap are accrued as adjustments to interest expense.

Fair Value of Financial Instruments

The estimated fair values of the Company's financial instruments are
as follows:

<TABLE>
<CAPTION>
December 31, 1997 December 31, 1998
-------------------- --------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
------ ---------- ------ ----------
<S> <C> <C> <C> <C>
Long-term debt ..................... $258,004 $262,918 $357,531 $357,737
Unrealized gain (loss) on swap
agreements ......................... $ -- $ 521 $ -- $ 309
</TABLE>

The fair values of cash and cash equivalents, receivables and
payables approximate their carrying values due to the short-term nature of the
instruments.

F-24

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

The fair value of the Company's long-term debt was based on quoted
market prices for publicly traded notes and discounted cash flow analyses on its
nontraded debt. The fair value of the Company's interest rate swap agreements is
the estimated amount the Company would have to pay or receive to terminate the
swap agreements based upon quoted market prices as provided by financial
institutions which are counterparties to the swap agreements.

Note 15 - Geographic and Industry Segment Information

The accounting policies of the segments are the same as those
described in the summary of significant accounting policies.

Geographic area information for continuing operations is summarized
as follows:

<TABLE>
<CAPTION>
Total Revenues Operating Profit Identifiable Assets
----------------------------------- -------------------------------- ---------------------
1996 1997 1998 1996 1997 1998 1997 1998
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
United States (1) ............... $ 318,946 $ 358,774 $ 423,441 $ 46,052 $ 66,342 $ 47,734 $ 298,926 $ 437,892
Foreign (2) ..................... 17,228 15,710 26,173 2,671 1,184 3,987 5,387 23,634
Elimination (3) ................. (6,054) (5,968) (5,695) -- -- -- -- --
--------- --------- --------- --------- --------- --------- --------- ---------
$ 330,120 $ 368,516 $ 443,919 $ 48,723 $ 67,526 $ 51,721 $ 304,313 $ 461,526
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>

- ----------

(1) Includes export sales of $4,946, $5,430 and $4,914 for the years ended
December 31, 1996, 1997 and 1998, respectively.

(2) Principally Canada.

(3) Sales between geographic areas are recorded at prices comparable to market
prices charged to third-party customers and are eliminated in
consolidation.

Industry segment information for continuing operations is summarized
as follows:

<TABLE>
<CAPTION>
Total Revenues Operating Profit
------------------------------------ -------------------------------------
1996 1997 1998 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Performance Products ........................ $240,895 $260,351 $315,787 $ 43,202 $ 48,292 $ 25,711
Manufacturing ............................... 89,225 108,165 128,132 12,472 23,531 30,649
-------- -------- -------- -------- -------- --------
Total Segment ........................... 330,120 368,516 443,919 55,674 71,823 56,360
Eliminations and other
corporate expenses .......................... -- -- -- (6,951) (4,297) (4,639)
-------- -------- -------- -------- -------- --------
Consolidated ................................ $330,120 $368,516 $443,919 48,723 67,526 51,721
======== ======== ========
Interest expense ............................ 10,747 8,855 14,624
Other income, net ........................... (1,224) (864) (216)
-------- -------- --------
Consolidated income from
continuing operations before
income taxes and
extraordinary item ...................... $ 39,200 $ 59,535 $ 37,313
======== ======== ========
</TABLE>

F-25

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Net revenues by operating segment include intersegment sales, which
are generally recorded at prices comparable to market prices charged to
third-party customers. Other expense, net includes interest income, foreign
currency translation (gains) losses and other nonoperating expense.

<TABLE>
<CAPTION>
Capital Expenditures Depreciation and Amortization
--------------------------------------- ---------------------------------------
1996 1997 1998 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Performance Products ............... $17,612 $23,563 $24,260 $11,332 $13,688 $19,763
Manufacturing ...................... 1,619 2,640 9,477 2,767 2,608 3,302
------- ------- ------- ------- ------- -------
Consolidated ....................... $19,231 $26,203 $33,737 $14,099 $16,296 $23,065
======= ======= ======= ======= ======= =======
<CAPTION>

Identifiable Assets
----------------------
1997 1998
---- ----
<S> <C> <C>
Performance Products ............... $245,734 $381,202
Manufacturing ...................... 56,586 78,267
Corporate .......................... 1,993 2,057
-------- --------
Consolidated ....................... $304,313 $461,526
======== ========
</TABLE>

F-26

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands, except per share data)

Note 16 - Unaudited Quarterly Information

<TABLE>
<CAPTION>
1997
---------------------------------------------------------------------------
First Second Third Fourth Year
----- ------ ----- ------ ----
<S> <C> <C> <C> <C> <C>
Net revenues ...................................... $ 86,000 $ 88,212 $ 97,456 $ 96,848 $ 368,516
Income from continuing operations ................. 7,310 9,379 8,941 7,644 33,274
Income from discontinued operations ............... 4,404 7,879 6,161 4,597 23,041
Net income ........................................ 11,714 17,258 15,102 12,241 56,315
Earnings per common share - basic:
Income from continuing operations ............... .34 .44 .42 .36 1.55
Income from discontinued operations ............. .21 .37 .29 .21 1.08
----------- ----------- ----------- ----------- -----------
Net income ................................... .55 .81 .71 .57 2.63
Earnings per common share - assuming
dilution:
Income from continuing operations ............ .32 .42 .40 .34 1.48
Income from discontinued operations .......... .20 .35 .27 .20 1.02
----------- ----------- ----------- ----------- -----------
Net income ................................... .52 .77 .67 .54 2.50

<CAPTION>
1998
---------------------------------------------------------------------------
First Second Third Fourth Year
----- ------ ----- ------ ----
<S> <C> <C> <C> <C> <C>
Net revenues ........................................... $ 100,536 $ 118,355 $ 112,562 $ 112,466 $ 443,919
Income from continuing operations before
extraordinary item ................................ 7,751 10,497 8,725 14,096 41,069
Income (loss) from discontinued operations ............. 2,110 4,189 3,041 959 10,299
Income before extraordinary item ....................... 9,861 14,686 11,766 15,055 51,368
Net income ............................................. 9,861 11,025(1) 11,766 15,055(2) 47,707
Earnings per common share - basic:
Income from continuing operations ...................... .37 .49 .42 .67 1.95
Income from discontinued operations .................. .10 .20 .14 .05 .49
Extraordinary item - loss on extinguishment
of debt (net of tax) ............................... -- .17 -- -- .17
----------- ----------- ----------- ----------- -----------
Net income ........................................ .47 .52 .56 .72 2.27

Earnings per common share - assuming dilution:
Income before continuing operations .................... .35 .48 .40 .65 1.88
Income from discontinued operations .................... .10 .19 .14 .04 .47
Extraordinary item - loss from
extinguishment of debt (net of tax) ................ -- .17 -- -- .17
----------- ----------- ----------- ----------- -----------
Net income ........................................ .45 .50 .54 .69 2.18
</TABLE>

Note: Basic earnings per common share calculations are based on the weighted
average number of shares outstanding during each of the quarters. Diluted
earnings per common share assume the foregoing and, in addition, the
exercise of all stock options and restricted units. The sum of the four
quarters may not equal the full year computation due to rounding.

(1) In the second quarter of 1998, the Company recorded an extraordinary loss
of $3.7 million ($.17 per share) related to the early retirement of
certain outstanding indebtedness.

F-27

<PAGE>

THE GENERAL CHEMICAL GROUP INC.
(To be GENTEK after the Spinoff)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Concluded)
(Dollars in thousands)

(2) During the fourth quarter of 1998, the Company recorded a one-time charge
of $12.9 million ($7.8 million after tax or $.36 per share) primarily due
to an asset impairment writedown for two of the Company's manufacturing
facilities and incremental accruals of $11.3 million ($6.8 million after
tax or $.31 per share) principally related to litigation and environmental
spending. During the fourth quarter of 1998, the Company also recorded a
non-recurring gain of $19.5 million ($.89 per share) related to an income
tax settlement.

Note 17 - Subsequent Events

In January 1999, as further discussed in Note 1, the Company
announced plans to separate its Performance Products and Manufacturing Segments
from its Industrial Chemicals Segment through the Spinoff. The Company proposes
to accomplish the Spinoff by transferring the Performance Products and
Manufacturing Segments to its subsidiary, GenTek, and distributing the stock of
GenTek to shareholders of General Chemical Group. After the Spinoff, the Company
and GenTek would be separate, independent companies; the Company would own and
operate the Industrial Chemicals Segment, and GenTek would own and operate the
Performance Products Segment and the Manufacturing Segment. As a result, the
Company's activities and operations will be significantly different following
the Spinoff. Certain members of the Board of Directors of the Company will
resign and be elected as directors of GenTek as of the Spinoff. In addition, the
senior management of GenTek will include the effective officers of General
Chemical Group currently responsible for the GenTek Business.

The Company currently anticipates that the consummation of the
Spinoff will occur in the second quarter of 1999. The Spinoff, however, is
subject to a number of conditions, including, among other things, (i) the
receipt of a favorable private letter ruling from the Internal Revenue Service
concerning the tax-free nature of the Spinoff, (ii) appropriate equity and debt
market conditions for the Spinoff, (iii) various regulatory approvals, (iv)
closing under new financing facilities for each of GenTek and the Company and
the application of a portion of their proceeds to repay debt of the Company, and
(v) approval by the Board of the Company of the final terms of the Spinoff,
including the formal declaration of a dividend to the Company's shareholders.

On February 23, 1999, the Company completed its previously-announced
acquisition of Defiance, Inc. ("Defiance") in a transaction that valued
Defiance's equity at approximately $57 million. Defiance, headquartered in
Cleveland, Ohio, manufactures specialty antifriction bearings and provides
vehicle testing services, tooling design and pre-production dies and components
primarily for the automotive industry. Funding for this transaction will be
provided by existing cash and borrowings on the Company's credit facilities. The
Company will account for this transaction using the purchase method.

On March 1, 1999, the Company announced an offer to acquire all of
the outstanding common stock of Noma Industries Limited ("Noma") in a
transaction that values Noma's equity at approximately U.S. $220 million. Noma
is headquartered in Toronto, Canada, and is a leading manufacturer of electrical
wire and components for the automotive, appliance and electronics industries.
Funding for this transaction will be provided from the Company's existing bank
credit facilities.

F-28

<PAGE>

Annex A

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
INDUSTRIAL CHEMICAL BUSINESS OF THE GENERAL CHEMICAL GROUP INC.

Page
----
Independent Auditors' Report............................................. A-2
Combined Statements of Operations for the three years
ended December 31, 1998................................................ A-3
Combined Balance Sheets at December 31, 1997 and 1998.................... A-4
Combined Statements of Cash Flows for the three years
ended December 31, 1998................................................ A-5
Combined Statements of Changes in Divisional Equity
for the three years ended December 31, 1998............................ A-6
Notes to Combined Financial Statements................................... A-7-19

Subsequent to the Spinoff, the Industrial Chemicals Segment will
represent the continuing operations of The General Chemical Group Inc.

A-1

<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
THE GENERAL CHEMICAL GROUP INC.

We have audited the accompanying combined balance sheets of the
Industrial Chemicals Business of The General Chemical Group Inc. as of December
31, 1997 and 1998, and the related combined statements of operations, changes in
divisional equity and cash flows for each of the three years in the period ended
December 31, 1998. Our audits also included the financial statement schedule in
the Index at Item 15. These financial statements and financial statement
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and financial statement
schedule based on our audits.

In our opinion, such financial statements present fairly, in all
material respects, the combined financial position of the Industrial Chemicals
Business at December 31, 1997 and 1998, and the combined results of their
operations and their combined cash flows for each of the three years in the
period ended December 31, 1998 in conformity with generally accepted accounting
principles. Also, in our opinion, such financial statement schedule, when
considered in relation to the basic combined financial statements taken as
whole, presents fairly in all material respects the information set forth
therein.

Deloitte & Touche LLP

Parsippany, New Jersey
February 11, 1999

A-2

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
COMBINED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
Years Ended December 31,
-------------------------------------------
1996 1997 1998
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Net revenues ....................................................... $ 298,945 $ 289,700 $ 261,469
Cost of sales ...................................................... 198,802 204,769 202,338
Selling, general and administrative expense ........................ 22,219 16,650 18,082
--------- --------- ---------
Operating profit ............................................. 77,924 68,281 41,049
Interest expense ................................................... 13,001 12,747 11,747
Interest income .................................................... 1,029 1,029 930
Foreign currency transaction (gains) losses ........................ (86) 185 447
Other expense, net ................................................. 441 285 524
--------- --------- ---------
Income before minority interest and income taxes ............. 65,597 56,093 29,261
Minority interest .................................................. 31,635 24,253 16,666
--------- --------- ---------
Income before income taxes ................................... 33,962 31,840 12,595
Income tax provision ............................................... 9,682 9,576 3,171
--------- --------- ---------
Net income ................................................... $ 24,280 $ 22,264 $ 9,424
========= ========= =========
</TABLE>

See the accompanying notes to the combined financial statements.

A-3

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
COMBINED BALANCE SHEETS

<TABLE>
<CAPTION>
ASSETS
December 31,
-----------------------
1997 1998
---- ----
(In thousands)
<S> <C> <C>
Current assets:
Cash and cash equivalents ...................... $ 1,352 $ 1,127
Receivables, net ............................... 72,917 58,601
Inventories .................................... 20,630 25,508
Deferred income taxes .......................... 4,295 4,392
Other current assets ........................... 2,217 1,659
-------- --------
Total current assets ....................... 101,411 91,287
Property, plant and equipment, net ............... 144,035 141,808
Other assets ..................................... 16,729 15,619
-------- --------
Total assets ............................... $262,175 $248,714
======== ========

LIABILITIES AND EQUITY

Current liabilities:
Accounts payable ............................... $ 29,216 $ 24,298
Accrued liabilities ............................ 24,412 25,146
Income taxes payable ........................... 1,914 1,988
-------- --------
Total current liabilities .................. 55,542 51,432
Other liabilities ................................ 77,827 78,561
-------- --------
Total liabilities .......................... 133,369 129,993
Minority interest ................................ 43,301 43,429
Divisional equity ................................ 85,505 75,292
-------- --------
Total liabilities and equity ............... $262,175 $248,714
======== ========
</TABLE>

See the accompanying notes to the combined financial statements.

A-4

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
COMBINED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
Years Ended December 31,
----------------------------------------------------
1996 1997 1998
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Cash flows from operating activities:
Net income ....................................................... $ 24,280 $ 22,264 $ 9,424
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization ................................ 15,646 16,798 16,999
Net loss on disposition of long-term assets .................. 497 696 460
(Increase) decrease in receivables ........................... (9,714) (12,085) 12,189
(Increase) decrease in inventories ........................... 2,966 (940) (5,754)
Increase (decrease) in accounts payable ...................... 3,030 3,631 (3,460)
Increase (decrease) in accrued liabilities ................... 4,342 (5,234) 909
Increase (decrease) in income taxes payable .................. 820 (2,394) (32)
Increase in minority interest ................................ 10,294 4,729 128
Increase (decrease) in other liabilities and
assets, net ............................................. (1,737) 2,293 6,946
-------- -------- --------
Net cash provided by operating activities ............... 50,424 29,758 37,809
-------- -------- --------
Cash flows from investing activities:
Capital expenditures ............................................. (34,934) (30,468) (18,498)
Proceeds from sales or disposals of long-term assets ............. 30 7 101
-------- -------- --------
Net cash used for investing activities .................. (34,904) (30,461) (18,397)
-------- -------- --------
Cash flows from financing activities:
Net transaction with The General Chemical
Group Inc. .............................................. (14,839) 446 (19,637)
-------- -------- --------
Net cash provided by (used for) financing
activities .............................................. (14,839) 446 (19,637)
-------- -------- --------
Increase (decrease) in cash and cash equivalents ....................... 681 (257) (225)
Cash and cash equivalents at beginning of period ....................... 928 1,609 1,352
-------- -------- --------
Cash and cash equivalents at end of period ............................. $ 1,609 $ 1,352 $ 1,127
======== ======== ========
</TABLE>

See the accompanying notes to the combined financial statements.

A-5

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
COMBINED STATEMENTS OF CHANGES IN DIVISIONAL EQUITY
For the three years ended December 31, 1998

<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------------
1996 1997 1998
---- ---- ----
(Dollars in thousands)
<S> <C> <C> <C>
Balance at beginning of year ................................ $ 53,354 $ 62,795 $ 85,505
Net income ................................................ 24,280 22,264 9,424
Transfers (to) from The General Chemical
Group Inc. ............................................ (14,839) 446 (19,637)
-------- -------- --------
Balance at end of year ...................................... $ 62,795 $ 85,505 $ 75,292
======== ======== ========
</TABLE>

See the accompanying notes to the combined financial statements.

A-6

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The Industrial Chemical Business (the "Company") within The General
Chemical Group Inc. ("GCG") is a leading North American supplier of soda ash and
calcium chloride to a broad range of industrial and municipal customers. The
primary end markets for soda ash include glass production, sodium-based
chemicals, detergents, pulp and paper and water treatment. Calcium chloride is
mainly used for dust control and roadbed stabilization during the summer and
melting ice during the winter.

GCG plans to distribute in the second quarter of 1999 to General
Chemical Group Stockholders all of the outstanding stock of its GenTek Business
("GenTek Inc." or "GenTek") in a spin-off transaction (the "Spinoff"). General
Chemical Group will have no ownership interest in GenTek subsequent to the
Spinoff.

For the purpose of governing certain ongoing relationships between
General Chemical Group and GenTek after the Spinoff and to provide mechanisms
for an orderly transition, General Chemical Group and GenTek have entered into
various agreements. Management believes that the agreements are comparable to
those which would have been reached in arms's length negotiations with
unaffiliated parties.

The accompanying combined financial statements reflect the results
of operations, financial position, changes in divisional net equity and cash
flows of the Industrial Chemical Business, including General Chemical (Soda Ash)
Partners ("GCSAP") of which the Industrial Chemical Business owns 51 percent.
The combined financial statements reflect the assets and liabilities and the
historical results of operations of the Industrial Chemical Business. All
intercompany balances and transactions between the Industrial Chemical Business
operations have been eliminated. The financial information included herein does
not necessarily reflect the combined results of operations, financial position,
changes in divisional net equity and cash flows of the Industrial Chemical
Business had the Industrial Chemical Business been a separate stand-alone entity
for the periods presented.

The combined financial statements include an allocation of certain
assets, liabilities and expenses from GCG. In the opinion of management,
expenses have been allocated to the Industrial Chemical Business in a reasonable
and consistent basis using management's estimate of services provided to the
Industrial Chemical Business by GCG. However, such allocations are not
necessarily indicative of the level of expenses which might have been incurred
had the Industrial Chemical Business been operating as a stand alone entity
during the periods presented or expected to be incurred after the Spinoff.

The Industrial Chemical Business participates in GCG's centralized
cash management and financing program, and the accompanying financial statements
include an allocation of net interest expense from GCG. To the extent the
Industrial Chemical Business has experienced temporary cash needs for working
capital purposes or capital expenditures, such funds have historically been
provided by GCG. The net effect of cash transfers to or from GCG are reflected
in divisional net equity. Net interest expense has been allocated assuming

A-7

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

that the Industrial Chemicals Business allocated share of GCG's debt would be
$150 million. The allocations were made consistently in each year, and
management believes the allocations are reasonable. However, these interest
costs would not necessarily be indicative of what the actual costs would have
been had the Industrial Chemical Business operated as a separate, stand-alone
public entity. Subsequent to the Spinoff, the Industrial Chemical Business will
be responsible for these cash management functions using its own resources or
purchased services and will be responsible for the costs associated with
operating a public company.

The Industrial Chemical Business' financial results include the
costs incurred by The General Chemical Group pension and postretirement benefit
plans for employees and retirees of the Industrial Chemical Business.

Taxes on income are computed as if the Industrial Chemicals Business
were a standalone company. The provision for income taxes has been determined as
if the Industrial Chemical Business had filed separate tax returns under its
existing structure for the periods presented.

Property, plant and equipment are carried at cost and are
depreciated principally using the straight-line method, using estimated lives
which range from 2 to 30 years. Mines and machinery and equipment of GCSAP are
depreciated using the units-of-production method. Approximately 54 percent of
machinery and equipment and 80 percent of mines and quarries are depreciated
using the units of production method.

The Company provides for the expected costs to be incurred for the
eventual reclamation of mining properties pursuant to local law. Land
reclamation costs are being accrued over the estimated remaining life of the
reserves currently under lease. At December 31, 1997 and 1998, the Company has
accruals of $24.7 million and $25.7 million, respectively, for land reclamation.
These amounts are included in other liabilities on the balance sheet.

The Company recognizes deferred tax assets and liabilities based on
differences between financial statement and tax bases of assets and liabilities
using presently enacted tax rates.

The Company does not hold or issue derivative financial instruments
for trading purposes or any other purposes.

All highly liquid instruments purchased with a maturity of three
months or less are considered to be cash equivalents.

In June 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). FAS 133

A-8

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

requires that all derivative instruments be measured at fair value and
recognized in the balance sheet as either assets or liabilities. The Company is
required to adopt FAS 133 for fiscal years beginning after June 15, 1999. The
Company does not expect the adoption of FAS 133 will have a material effect on
the Company's results of operations or financial condition.

Note 2 - Income Taxes

Income before income taxes is as follows:

<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
United States .................. $18,280 $18,746 $ 8,141
Foreign ........................ 15,682 13,094 4,454
------- ------- -------
Total ...................... $33,962 $31,840 $12,595
======= ======= =======
</TABLE>

The components of the income tax provision are as follows:

<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
United States:
Current .................. $ 5,145 $ 1,018 $ 3,850
Deferred ................. (2,224) 2,884 (2,691)
Foreign:
Current .................. 6,179 5,073 1,503
Deferred ................. (726) (739) (94)
State:
Current .................. 1,939 706 1,552
Deferred ................. (631) 634 (949)
------- ------- -------
Total .................. $ 9,682 $ 9,576 $ 3,171
======= ======= =======
</TABLE>

A-9

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

A summary of the components of deferred tax assets and liabilities
is as follows:

<TABLE>
<CAPTION>
December 31,
---------------------
1997 1998
---- ----
<S> <C> <C>
Postretirement benefits .............................. $ 12,575 $ 12,597
Nondeductible accruals ............................... 12,808 13,363
Foreign operations ................................... 4,302 4,291
Other ................................................ 105 105
-------- --------
Deferred tax assets ................................ 29,790 30,356
-------- --------
Property, plant and equipment ........................ 15,029 15,739
Pensions ............................................. 5,377 4,733
Inventory ............................................ (631) (681)
Other ................................................ 40 40
-------- --------
Deferred tax liabilities ........................... 19,815 19,831
-------- --------
Valuation allowance .................................. 11,434 11,423
-------- --------
Net deferred tax asset ........................... $ (1,459) $ (898)
======== ========
</TABLE>

The Company has deferred tax assets related to foreign tax credits
of $11,434 and $11,423 at December 31, 1997 and 1998, respectively, against
which a full valuation allowance has been recorded. The Company reversed $1,426,
$4,656 and $11 of previously recorded valuation allowances during 1996, 1997 and
1998, respectively, primarily related to foreign tax credits that had expired.

The difference between the effective income tax rate and the United
States statutory rate is reconciled below:

<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
U.S. federal statutory rate ............. 35.0% 35.0% 35.0%
State income taxes, net of federal benefit 2.5 2.7 3.1
Tax effect of foreign operations ........ 2.5 1.1 2.4
Depletion ............................... (11.9) (9.1) (16.6)
Other ............................... .4 .4 1.3
------- ------- -------
Total ........................... 28.5% 30.1% 25.2%
======= ======= =======
</TABLE>

The Company will enter into a tax sharing agreement with General
Chemical Group. The agreement will require the Company to indemnify and hold
harmless General Chemical Group for income tax liabilities occurring before the
Spinoff.

A-10

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Note 3 - Pension Plans and Other Postretirement Benefits

The Industrial Chemical Business participates in The General
Chemical Group's domestic and foreign pension plans. At the Spinoff, the
Industrial Chemical Business will assume the responsibility for pension benefits
for retirees whose last work assignment was with the Industrial Chemical
Business and for employees of the Industrial Chemical Business. Following the
Spinoff, the Industrial Chemical Business will establish separate defined
benefit plans for the employees and retirees of the Industrial Chemical
Business. Assets included in trusts under qualified pension plans will be
divided after the Spinoff between the trusts for The General Chemical Group's
qualified pension plans and the Industrial Chemical Business' qualified pension
plans. Each such domestic plan will receive the legally required funding under
the Employee Retirement Income Security Act of 1974 and foreign plans will
receive funding as specified under the applicable statutory requirement. The
Industrial Chemical Business also participates in The General Chemical Group's
sponsored postretirement benefit plan substantially covering all hourly and
certain salaried employees of The General Chemical Group. The General Chemical
Group funds these benefits on a pay-as-you-go basis. At the Spinoff, the
Industrial Chemical Business will assume the responsibility for postretirement
benefits for retirees whose last work assignment was with the Industrial
Chemical Business and for the employees of the Industrial Chemical Business. The
disclosures for the General Chemical Group's Pension Plans and Other
Postretirement Benefits are as follows:

<TABLE>
<CAPTION>
Other
Pension Benefits Postretirement Benefits
December 31, December 31,
-------------------------------------- --------------------------------------
1996 1997 1998 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
United States:
Components of Net Periodic Benefit Cost
Service Cost ........................... $ 4,748 $ 5,217 $ 5,645 $ 1,455 $ 1,575 $ 1,568
Interest Cost .......................... 13,125 13,873 14,935 3,587 3,896 4,046
Expected Return on Plan Assets ......... (12,241) (13,466) (15,156) -- -- --
Amortization of Net
Prior Service Cost ................. 841 843 910 (1,604) (1,604) (1,604)
(Gain)/Loss ........................ 80 46 10 (757) (587) (628)
-------- -------- -------- -------- -------- --------
Net Periodic Benefit Cost .............. $ 6,553 $ 6,513 $ 6,344 $ 2,681 $ 3,280 $ 3,382
======== ======== ======== ======== ======== ========
</TABLE>

A-11

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

<TABLE>
<CAPTION>
Other
Pension Benefits Postretirement Benefits
December 31, December 31,
-------------------------- --------------------------
1997 1998 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Change in Benefit Obligation

Benefit Obligation at Prior Measurement Date .............. $ 187,760 $ 203,495 $ 55,578 $ 57,522
Service Cost .............................................. 5,217 5,533 1,575 1,568
Interest Cost ............................................. 13,873 14,856 3,896 4,046
Actuarial (Gain)/Loss ..................................... 960 22,332 (1,800) (948)
Benefits Paid ............................................. (9,077) (10,648) (2,318) (2,989)
Plan Amendments ........................................... 699 -- -- --
Business Combinations ..................................... 4,063 1,333 591 --
--------- --------- --------- ---------
Benefit Obligation at Measurement Date .................... $ 203,495 $ 236,901 $ 57,522 $ 59,199
========= ========= ========= =========

Change in Plan Assets

Fair Value of Assets at Prior Measurement Date ............ $ 166,661 $ 193,301 $ -- $ --
Actual Return on Plan Assets .............................. 29,122 17,124 -- --
Employer Contributions .................................... 2,470 3,065 2,318 2,989
Benefits Paid ............................................. (9,077) (10,649) (2,318) (2,989)
Business Combinations ..................................... 4,125 1,147 -- --
--------- --------- --------- ---------
Fair Value of Assets at Measurement Date .................. $ 193,301 $ 203,988 -- --
========= ========= ========= =========

Reconciliation of Funded Status

Funded Status ............................................. $ (10,194) $ (32,913) $ (57,522) $ (59,199)
Unrecognized Net...........................................
Transition (Asset)/Obligation ......................... -- 13 -- --
Prior Service Cost .................................... 7,091 6,178 (11,104) (9,500)
(Gain)/Loss ........................................... (23,796) (3,540) (8,309) (8,629)
--------- --------- --------- ---------
Net Amount Recognized ..................................... $ (26,899) $ (30,262) $ (76,935) $ (77,328)
========= ========= ========= =========
</TABLE>

A-12

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

The assumptions used in accounting for the plans in 1996, 1997 and
1998 were

<TABLE>
<CAPTION>
Pension Plans
---------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Discount rate .................................................. 7 1/2% 7 1/2% 6 3/4%
Long-term rate of return on assets ............................. 9% 9% 9%
Average rate of increase in employee compensation .............. 5% 5% 5%
</TABLE>

The assumption used in accounting for the plans in 1997 was a 10
percent health care cost trend rate (decreasing to 7 1/2 percent in the year
2000 and beyond).

<TABLE>
<CAPTION>
Other
Pension Benefits Postretirement Benefits
December 31, December 31,
---------------------------------- --------------------------------
1996 1997 1998 1996 1997 1998
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Canada:

Components of Net Periodic Benefit Cost

Service Cost .............................. $ 1,494 $ 1,352 $ 1,463 $ 310 $ 302 $ 332
Interest Cost ............................. 3,727 3,868 3,789 864 1,032 1,014
Expected Return on Plan Assets ............ (4,662) (4,877) (4,881) -- -- --
Amortization of Net
Prior Service Cost .................... 92 90 84 -- -- --
(Gain)/Loss ........................... 467 432 458 -- -- --
------- ------- ------- ------- ------- -------
Net Periodic Benefit Cost ................. $ 1,118 $ 865 $ 913 $ 1,174 $ 1,334 $ 1,346
======= ======= ======= ======= ======= =======
</TABLE>

A-13

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

<TABLE>
<CAPTION>
Other
Pension Benefits Postretirement Benefits
December 31, December 31,
------------------------ -------------------------
Canada:
1997 1998 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Change in Benefit Obligation

Benefit Obligation at Prior Measurement Date ................... $ 50,714 $ 55,493 $ 13,297 $ 14,631
Service Cost ................................................... 1,349 1,457 302 330
Interest Cost .................................................. 3,857 3,773 1,029 1,010
Actuarial (Gain)/Loss .......................................... 3,977 5,823 592 (934)
Foreign Currency Translation ................................... (899) (3,701) (235) (977)
Benefits Paid .................................................. (3,505) (3,240) (354) (370)
-------- -------- -------- --------
Benefit Obligation at Measurement Date ......................... $ 55,493 $ 59,605 $ 14,631 $ 13,690
======== ======== ======== ========

Canada:
Change in Plan Assets

Fair Value of Assets at Prior Measurement Date ................. $ 59,940 $ 66,181 $ -- $ --
Actual Return on Plan Assets ................................... 10,611 2,633 -- --
Employer Contributions ......................................... 1,085 1,643 370 354
Foreign Currency Translation ................................... (1,950) (4,412) -- --
Benefits Paid .................................................. (3,505) (3,240) (370) (354)
-------- -------- -------- --------
Fair Value of Assets at Measurement Date ....................... $ 66,181 $ 62,805 $ -- $ --
======== ======== ======== ========

Reconciliation of Funded Status

Funded Status .................................................. $ 11,576 $ 3,201 $(14,631) $(13,691)
Unrecognized Net
Prior Service Cost ................................... 834 695 -- --
(Gain)/Loss .......................................... 6,392 13,560 1,340 316
-------- -------- -------- --------
Net Amount Recognized .......................................... $ 18,802 $ 17,456 $(13,291) $(13,375)
======== ======== ======== ========
</TABLE>

The Canadian prepaid pension cost is included in other assets on the
balance sheet.

The assumptions used in accounting for the plans in 1996, 1997 and
1998 were

<TABLE>
<CAPTION>
Pension Plans
-----------------------------------------
1996 1997 1998
---- ---- ----
<S> <C> <C> <C>
Estimated discount rate ........................................ 8% 7 1/2% 6 3/4%
Estimated long-term rate of return on assets ................... 9% 9% 9%
Average rate of increase in employee compensation .............. 5 1/4% 5 1/4% 5 1/4%
</TABLE>

A-14

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

The assumption used in accounting for the plans in 1997 was a 10
percent health care cost trend rate (decreasing to 7 1/2 percent in the year
2003 and beyond).

The Industrial Chemical Business' share of The General Chemical
Group's consolidated net periodic benefit cost related to pension benefits,
which has been recorded in the accompanying statement of operations in 1998,
1997 and 1996 was $3,282, $3,277 and $3,269, respectively. The Industrial
Chemical Business' share of GCG's consolidated net periodic benefit cost related
to postretirement benefits, which has been recorded in the accompanying
statement of operations in 1998, 1997 and 1996 was $2,118, $2,103 and $1,349,
respectively. The Industrial Chemical Business' share of the accrued pension
obligation, which has been recorded in the accompanying balance sheet at
December 31, 1998 and December 31, 1997 was $8,873 and $8,424, respectively. The
actual amount transferred will be measured at the Spinoff date and may be
different from these amounts.

The Industrial Chemical Business' share of the long term portion of
the accrued postretirement benefit obligation as of December 31, 1998 and 1997
was $38,766 and $38,526, respectively, and is included in other liabilities on
the balance sheet. The actual amount transferred will be measured at the Spinoff
date and may be different from these amounts.

The Industrial Chemicals Business' share of GCG's pension asset as
of December 31, 1997 and 1998 was $16,422 and $15,312, respectively, is included
in other assets on the balance sheet.

Note 4 - Commitments and Contingencies

Future minimum rental payments for operating leases (primarily for
transportation equipment, offices and warehouses) having initial or remaining
noncancellable lease terms in excess of one year as of December 31, 1998 are as
follows:

<TABLE>
<CAPTION>
Years Ending
December 31,
------------
<S> <C>
1999.....................................$ 9,570
2000..................................... 3,366
2001..................................... 350
2002..................................... 299
2003 and thereafter ..................... 213
-------
$13,798
=======
</TABLE>

A-15

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Rental expense for the years ended December 31, 1996, 1997 and 1998
was $11,175, $12,772 and $13,913, respectively.

Parent Guaranty and Transfer Agreement. A restated parent guaranty
and transfer agreement between New Hampshire Oak, a wholly owned subsidiary of
GCG and the parent of General Chemical Corporation (GCC), ACI International
Limited and TOSOH America, Inc. Provides that in the event that either New
Hampshire Oak, ACI International Limited or TOSOH America, Inc. (Such entities
being referred to as a "transferring parent" or "nontransferring parent" as the
context requires) proposes to sell or otherwise transfer or cause to be sold or
transferred the voting securities of GCC, the Andover Group, Inc. or TOSOH
Wyoming, Inc. (the respective subsidiaries constituting the partners of GCSAP)
as the case may be, the nontransferring parents will have the following options:
(1) to purchase the transferring parent's subsidiary's interest in GCSAP at fair
market value; (2) to required the transferring parent to purchase the
nontransferring parents' subsidiaries' interest in GCSAP at fair market value;
(3) to buy the voting securities to be sold by the transferring parent on the
same terms and conditions and at the same price as the transferring parent
proposes to sell or otherwise transfer or cause to be sold or transferred such
voting securities; or (4) to cause the proposed transferee to purchase the
nontransferring parents' subsidiaries' interest in GCSAP for a price reflecting
the price to be paid by the proposed transferee for such voting securities. In
the event that New Hampshire Oak ceases to own at least 51 percent of GCC while
GCC is a partner, GCC shall pay to The Andover Group, Inc. $2,833.

The Company is involved in other claims, litigation, administrative
proceedings and investigations and remediation relative to environmental
matters. Although the amount of any ultimate liability which could arise with
respect to these matters cannot be accurately predicted, it is the opinion of
management, based upon currently available information and the accruals
established, that any such liability will have no material adverse effect on the
Company's financial condition, results of operations or cash flows.

Note 5 - Related Party Transactions

Management Agreement

The General Chemical Group Inc. is party to a management agreement
with Latona Associates (which is controlled by a stockholder of GCG) under which
GCG receives corporate supervisory and administrative services and strategic
guidance for a quarterly fee. The Industrial Chemical Business' share of this
management fee is $388, $361 and $285 per quarter for the years 1996, 1997 and
1998, respectively.

Other Transactions

The Industrial Chemicals business supplies soda ash to General
Chemical Corporation ("GCC"), a wholly owned subsidiary of The General Chemical
Group. For the years ended December 31, 1996, 1997 and 1998, sales to GCC
amounted to $5,665, $5,240 and $5,325, respectively.

Note 6 - Additional Financial Information

The following are summaries of selected balance sheet items:

A-16

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Receivables

<TABLE>
<CAPTION>
December 31,
-----------------------
1997 1998
---- ----
<S> <C> <C>
Trade .................................. $ 68,655 $ 54,857
Other .................................. 6,951 6,402
Allowance for doubtful accounts ........ (2,689) (2,658)
-------- --------
$ 72,917 $ 58,601
======== ========
</TABLE>

A-17

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Dollars in thousands)

Inventories
<TABLE>
<CAPTION>
December 31,
---------------------
1997 1998
---- ----
<S> <C> <C>
Raw materials ........................ $ 2,782 $ 3,480
Work in process ...................... 205 1,839
Finished products .................... 11,210 13,297
Supplies and containers .............. 6,433 6,892
------- -------
$20,630 $25,508
======= =======
</TABLE>

Inventories valued at LIFO amounted to $2,475 and $5,632 at December
31, 1997 and 1998, respectively, which were below estimated replacement cost by
$3,136 and $2,011, respectively. The impact of LIFO liquidations in 1996, 1997
and 1998 was not significant.

Property, Plant and Equipment

<TABLE>
<CAPTION>
December 31,
-----------------------
1997 1998
---- ----
<S> <C> <C>
Land and improvements .............................. $ 19,924 $ 19,915
Machinery and equipment ............................ 192,411 178,049
Buildings and leasehold improvements ............... 16,607 12,492
Construction in progress ........................... 7,413 5,200
Mines and quarries ................................. 13,658 14,395
--------- ---------
250,013 230,051
Less accumulated depreciation and amortization ..... (105,978) (88,243)
--------- ---------
$ 144,035 $ 141,808
========= =========
</TABLE>

Accrued Liabilities

<TABLE>
<CAPTION>
December 31,
----------------------
1997 1998
---- ----
<S> <C> <C>
Wages, salaries and benefits ................... $ 6,497 $11,064
Taxes, other than income taxes ................. 8,004 7,638
Other .......................................... 9,911 6,444
------- -------
$24,412 $25,146
======= =======
</TABLE>

A-18

<PAGE>

INDUSTRIAL CHEMICALS BUSINESS OF THE GENERAL CHEMICAL GROUP INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (Concluded)
(Dollars in thousands)

Note 7 - Financial Instruments

Fair Value of Financial Instruments

The fair values of cash and cash equivalents, receivables and
payables approximate their carrying values due to the short-term nature of the
instruments.

Note 8 - Geographic Information

<TABLE>
<CAPTION>
Identifiable
Total Revenues Operating Profit Assets
----------------------------------- --------------------------------- --------------------
1996 1997 1998 1996 1997 1998 1997 1998
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
United States (1) ............... $ 230,489 $ 220,525 $ 191,884 $ 57,927 $ 50,847 $ 32,403 $ 167,192 $ 156,784
Foreign (2) ..................... 111,117 106,052 93,296 19,997 17,434 8,646 94,983 91,930
Elimination (3) ................. (42,661) (36,877) (23,711) -- -- -- -- --
--------- --------- --------- --------- --------- --------- --------- ---------
$ 298,945 $ 289,700 $ 261,469 $ 77,924 $ 68,281 $ 41,049 $ 262,175 $ 248,714
========= ========= ========= ========= ========= ========= ========= =========
</TABLE>

- ----------
(1) Includes export sales of $66,467, $74,032 and $60,710 for the years ended
December 31, 1996, 1997 and 1998, respectively.

(2) Principally Canada.

(3) Sales between geographic areas are recorded at prices comparable to market
prices charged to third-party customers and are eliminated in
consolidation.

A-19

<PAGE>

Annex B

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOMA INDUSTRIES LIMITED

<TABLE>
<CAPTION>
Page
----
<S> <C>
Auditors' Report....................................................... B-2
Consolidated Balance Sheets as at December 31, 1998 and 1997 .......... B-3
Consolidated Statements of Earnings for each of the years in
the three year period ended December 31, 1998....................... B-4
Consolidated Statements of Retained Earnings (Deficit) for
each of the years in the three year period ended
December 31, 1998................................................... B-5
Consolidated Statement of Changes in Financial Position
for each of the years in the three year period
ended December 31, 1998............................................. B-6
Notes to Consolidated Financial Statements............................. B-7-25
</TABLE>

B-1

<PAGE>

Auditors' Report

To the Board of Directors of
Noma Industries Limited

We have audited the consolidated balance sheets of Noma Industries
Limited as at December 31, 1998 and 1997 and the consolidated statements of
earnings, retained earnings (deficit) and changes in financial position for each
of the years in the three year period ended December 31, 1998. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform an audit to
obtain reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.

In our opinion, these consolidated financial statements present
fairly, in all material respects, the financial position of the Company as at
December 31, 1998 and 1997 and the results of its operations and the changes in
its financial position for each of the years in the three year period ended
December 31, 1998 in accordance with generally accepted accounting principles.

Canadian generally accepted accounting principles differ in some
respects from those applicable in the United States of America (Note 17).

Deloitte & Touche LLP
Chartered Accountants

Toronto, Ontario
February 19, 1999 (except for Note 17 which is as of March 12, 1999)

B-2

<PAGE>

NOMA INDUSTRIES LIMITED
Consolidated Balance Sheets
December 31, 1998 and 1997
(Thousands of Canadian dollars)

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
ASSETS

CURRENT
Cash ........................................................ $ 9,115 $ 15,310
Accounts receivable (Note 3) ................................ 21,544 11,388
Inventories ................................................. 39,790 32,478
Sundry assets ............................................... 6,274 9,544
Assets of discontinued operations (Note 4) .................. 919 33,381
--------- ---------
77,642 102,101
FIXED ASSETS (Note 5) .......................................... 56,419 53,065
GOODWILL AND OTHER ASSETS (Note 6) ............................. 27,296 28,458
NOTES RECEIVABLE (Note 4) ...................................... 6,050 4,950
ASSETS OF DISCONTINUED OPERATIONS (Note 4) ..................... 2,237 9,696
FUTURE INCOME TAXES (Note 11) .................................. 3,330 1,956
--------- ---------
$ 172,974 $ 200,226
========= =========

LIABILITIES

CURRENT
Accounts payable and accrued liabilities .................... $ 39,472 $ 46,287
Current portion of long-term debt (Note 8) .................. 1,265 1,200
Liabilities of discontinued operations (Note 4) ............. 3,113 25,628
--------- ---------
43,850 73,115
LONG-TERM DEBT (Note 8) ........................................ 11,752 36,044
FUTURE INCOME TAXES (Note 11) .................................. 3,185 3,810
--------- ---------
58,787 112,969
--------- ---------

SHAREHOLDERS' EQUITY

CAPITAL STOCK (Note 9) ......................................... 91,833 88,158
RETAINED EARNINGS (DEFICIT) .................................... 22,213 (1,271)
UNREALIZED FOREIGN EXCHANGE ADJUSTMENT ......................... 141 370
--------- ---------
114,187 87,257
--------- ---------
$ 172,974 $ 200,226
========= =========
</TABLE>

B-3

<PAGE>

NOMA INDUSTRIES LIMITED
Consolidated Statements of Earnings
Years ended December 31, 1998, 1997 and 1996
(Thousands of Canadian dollars except for per share data)

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
SALES ............................................................... $ 398,421 $ 360,259 $ 333,781
------------ ------------ ------------

COSTS AND EXPENSES
Cost of sales, selling and administrative expenses ............... 344,379 312,834 293,041
Depreciation and amortization (Note 10) .......................... 8,055 6,910 5,900
Special charge (Note 8) .......................................... 6,082 -- --
Interest expense ................................................. 3,514 4,114 2,944
------------ ------------ ------------
362,030 323,858 301,885
------------ ------------ ------------
EARNINGS BEFORE INCOME TAXES AND
DISCONTINUED OPERATIONS .......................................... 36,391 36,401 31,896
INCOME TAXES (Note 11) .............................................. 11,900 12,896 12,761
------------ ------------ ------------
EARNINGS FROM CONTINUING OPERATIONS ................................. 24,491 23,505 19,135
LOSS FROM DISCONTINUED OPERATIONS (Note 4) .......................... (1,007) (1,532) (64,601)
------------ ------------ ------------
NET EARNINGS (LOSS) ................................................. $ 23,484 $ 21,973 $ (45,466)
============ ============ ============

EARNINGS PER SHARE - CONTINUING OPERATIONS
Class A .......................................................... $ 0.71 $ 0.69 $ 0.56
Class B .......................................................... $ 0.71 $ 0.69 $ 0.56
------------ ------------ ------------

EARNINGS (LOSS) PER SHARE
Class A .......................................................... $ 0.68 $ 0.64 $ (1.33)
Class B .......................................................... $ 0.68 $ 0.64 $ (1.33)
------------ ------------ ------------

AVERAGE NUMBER OF SHARES OUTSTANDING
Class A .......................................................... 28,618,259 28,104,118 28,034,272
Class B .......................................................... 6,068,000 6,203,800 6,265,708
------------ ------------ ------------
</TABLE>

B-4

<PAGE>

Consolidated Statements of Retained Earnings (Deficit)
Years ended December 31, 1998, 1997 and 1996
(Thousands of Canadian dollars)

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
BALANCE AT BEGINNING OF YEAR ............................... $ (1,271) (22,223) 27,328
NET EARNINGS (LOSS) ........................................ 23,484 21,973 (45,466)
-------- -------- --------
22,213 (250) (18,138)
DIVIDENDS .................................................. -- 1,021 4,085
-------- -------- --------
BALANCE AT END OF YEAR ..................................... $ 22,213 (1,271) (22,223)
======== ======== ========
</TABLE>

B-5

<PAGE>

NOMA INDUSTRIES LIMITED
Consolidated Statements of Changes in Financial Position
Years ended December 31, 1998, 1997 and 1996
(Thousands of Canadian dollars)

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
CASH PROVIDED BY (USED FOR)

OPERATING
Earnings from continuing operations ................................. $ 24,491 $ 23,505 $ 19,135
Non-cash items
Depreciation and amortization ..................................... 8,055 6,910 5,900
Future income taxes ............................................... (1,999) 157 87
Net change in non-cash working capital items
Accounts receivable ............................................. (2,220) (3,306) 6,108
Inventories ..................................................... (7,312) (4,295) (1,375)
Sundry assets ................................................... 3,270 (3,369) (1,726)
Accounts payable and accrued liabilities ........................ (6,815) 8,481 (173)
-------- -------- --------
Cash provided by operating activities ............................... 17,470 28,083 27,956
-------- -------- --------

INVESTING
Purchase of fixed assets, net of disposal ........................... (8,361) (19,889) (8,010)
Secured notes receivable ............................................ (1,100) (4,950) --
Other, net .......................................................... (1,252) (2,740) (2,407)
-------- -------- --------
Cash used for investing activities .................................. (10,713) (27,579) (10,417)
-------- -------- --------

FINANCING
Repayment of long-term debt ......................................... (25,800) (10,950) (7,504)
Sale (repurchase) of accounts receivable ............................ (7,936) 1,658 21,208
Redemption of subsidiary's shares ................................... -- -- (12,600)
Issuance of long-term debt .......................................... 710 11,444 --
Dividends paid ...................................................... -- (1,021) (4,085)
Issuance of capital stock ........................................... 3,675 134 40
-------- -------- --------
Cash provided by (used for) financing activities .................... (29,351) 1,265 (2,941)
-------- -------- --------
(DECREASE) INCREASE IN CASH FROM
CONTINUING OPERATIONS ............................................... (22,594) 1,769 14,598

CASH PROVIDED BY DISCONTINUED OPERATIONS ............................... 16,399 11,073 1,938
-------- -------- --------

CASH (USED) PROVIDED IN THE YEAR ....................................... (6,195) 12,842 16,536

CASH (BANK INDEBTEDNESS) AT BEGINNING OF
YEAR ................................................................ 15,310 2,468 (14,068)
-------- -------- --------
CASH AT END OF YEAR .................................................... $ 9,115 $ 15,310 $ 2,468
======== ======== ========
</TABLE>

B-6

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

1. SIGNIFICANT ACCOUNTING POLICIES

Generally accepted accounting principles

These consolidated financial statements have been prepared in
accordance with Canadian generally accepted accounting principles and are
presented in Canadian dollars.

Principles of consolidation

These consolidated financial statements include the accounts of the
Company and all of its subsidiary companies.

Inventories

Inventories are valued at the lower of cost, determined on a
first-in, first-out basis, and net realizable value.

Depreciation and amortization

(i) Fixed assets are recorded at cost net of related investment tax
credits and depreciated on a straight-line basis at rates which are intended to
extinguish the cost of these assets over their estimated useful lives as
follows:

Buildings 2.5% per annum
Machinery and equipment 10% per annum
Data processing equipment 25% per annum
Moulds, dies and tooling 25% per annum

Leasehold improvements are amortized over five years or the
remaining life of the respective leases, whichever is the shorter period.

(ii) Patent costs and trademarks are amortized on a straight-line
basis over a period of seventeen and ten years, respectively.

(iii) Goodwill is amortized on a straight-line basis over forty
years. The balance is reviewed on an annual basis and in the event of a
permanent impairment to goodwill, such as material change in the business
practices or significant operating losses, the Company would record a reduction
in the unamortized portion of goodwill.

(iv) Deferred finance charges are amortized on a straight-line basis
over the life of the related debt.

B-7

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

Unrealized foreign exchange

The accounts of the Company's self-sustaining foreign operations are
translated into Canadian dollars using the current rate method. Assets and
liabilities are translated at the year-end exchange rate and revenues and
expenses are translated at average exchange rates. Gains and losses arising from
the translation of the financial statements of the foreign operations are
deferred in an "Unrealized Foreign Exchange Adjustment" account in shareholders'
equity.

Income taxes

Effective January 1, 1998, the Company adopted the liability method
of tax allocation for accounting for income taxes as provided for in the new
recommendations of The Canadian Institute of Chartered Accountants. Under the
liability method of tax allocation, future tax assets and liabilities are based
on temporary differences between the financial reporting and tax bases of assets
and liabilities and are measured using the enacted tax rates and laws that are
anticipated to be in effect when the differences are expected to reverse.

Management's estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities,
disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

2. ADOPTION OF NEW ACCOUNTING STANDARDS

Income taxes

Effective January 1, 1998, the Company implemented the
recommendations of CICA Handbook Section 3465, "Income Taxes". There is no
material impact on the financial statements resulting from this change either in
the current year or in the prior years. (See Note 11)

Segmented disclosures

Effective December 31, 1998, the Company adopted the recommendations
of CICA Handbook Section 1701, "Segment Disclosures". The basis for segmentation
is based on the management approach which reflects the manner in which
management organizes the segments within the enterprise for making operating
decisions and assessing performance. This Section requires the Company to
disclose certain information about operating segments, about their products and
services, the geographic areas in which they operate, and their major customers.
The prior years' segment information has been restated to conform with the
requirements of this Section. (See Note 14)

B-8

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

3. ACCOUNTS RECEIVABLE

In 1996, the Company, and certain of its subsidiaries, sold an
interest in a designated pool of accounts receivable to an independent trust
(the "Trust"). As these accounts receivable are collected, they are replaced by
new receivables or the cash proceeds are repaid to the Trust. No gain or loss
has been recognized on these sales. As at December 31, 1998, the accounts
receivable sold under this agreement totalled $19,089,000 (1997 - $38,875,000).
This agreement expires in 2001 and may be terminated by the Company at any time.
Under conditions of default, the Trust may also terminate the agreement.

4. DISCONTINUED OPERATIONS

During the year, the Company disposed of the businesses included in
its Consumer Electrical group for proceeds of $21,456,000. These proceeds, which
approximated book value, included cash of $20,356,000 and a secured note
receivable of $1,100,000. In late 1996, the Company adopted a plan of
disposition for the businesses included in its Christmas Products group, which
plan was substantially carried out during 1997 and fully completed in 1998.

The results of the discontinued operations are as follows:

(Tabular amounts in thousands of Canadian dollars)

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Revenue ............................................................................... $ 25,692 $ 129,222 $ 194,798
========= ========= =========

Loss from discontinued operations
Before interest and income taxes ................................................... $ 2,012 $ 1,818 $ 21,334
Allocated interest expense ......................................................... 276 612 4,522
Provision for income taxes recoverable ............................................. (1,281) (898) (7,255)
Provision for estimated loss on discontinuance of the Christmas Products
Group, including estimated costs and operating losses to projected dates of
discontinuance (net of a provision
for income taxes recoverable of $541,000) ........................................ -- -- 46,000
--------- --------- ---------
Loss from discontinued operations, net of income tax recovery ......................... $ 1,007 $ 1,532 $ 64,601
========= ========= =========

Assets and liabilities of discontinued operations
Current assets ..................................................................... $ 919 $ 33,381 $ 62,298
Non-current assets ................................................................. 2,237 9,696 15,527
--------- --------- ---------
$ 3,156 $ 43,077 $ 77,825
========= ========= =========
Current liabilities ................................................................ $ 3,113 $ 25,628 $ 47,771
========= ========= =========
</TABLE>

B-9

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

In 1998, a note receivable of $1,100,000 secured by all of the
assets of the purchaser pursuant to a General Security Agreement arose on the
sale of the Consumer Electrical businesses. This note bears interest at 8% per
annum and is repayable $400,000 on December 9, 2000 and $700,000 on June 9,
2001.

In 1997, a note receivable of $4,950,000 secured by all of the
assets of the purchaser pursuant to a General Security Agreement arose on the
sale of the Canadian Christmas business. This note bears interest at 9% per
annum and is repayable in three equal annual payments, commencing February 15,
2000.

5. FIXED ASSETS

(Tabular amounts in thousands of Canadian dollars)
<TABLE>
<CAPTION>
1998 1997
----------------------------- ----------------------------
Accumulation Accumulated
Cost Depreciation Cost Depreciation
---- ------------ ---- ------------
<S> <C> <C> <C> <C>
Buildings ........................... $ 19,602 $ 5,728 $ 18,128 $ 5,192
Machinery and equipment ............. 75,539 38,070 66,706 31,276
Leasehold improvements .............. 2,470 1,142 2,590 1,401
Moulds, dies and tooling ............ 2,240 1,386 1,680 1,050
Land ................................ 2,894 -- 2,880 --
-------- -------- -------- --------
$102,745 $ 46,326 $ 91,984 $ 38,919
-------- -------- -------- --------
Net book value ...................... $ 56,419 $ 53,065
======== ========
</TABLE>

B-10

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

6. GOODWILL AND OTHER ASSETS

(Tabular amounts in thousands of Canadian dollars)

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Goodwill ..................................... $25,725 $26,472
Long-term portion of leases receivable ....... 718 832
Deferred finance and other charges ........... 610 873
Patents and trademarks ....................... 243 281
------- -------
$27,296 $28,458
======= =======
</TABLE>

Goodwill has a cost of $29,875,000 (1997 - $29,875,000) and is net
of accumulated amortization of $4,150,000 (1997 - $3,403,000).

Leases receivable bear interest at 8% per annum.

7. CREDIT FACILITY

The Company has an operating credit facility of $45,000,000 secured
by inventory, accounts receivable of United States subsidiaries and a floating
charge on the assets of the Company and its Canadian subsidiaries. In addition,
the Company has a credit facility of $5,000,000 to finance expansion. This
additional facility is secured by a fixed and floating charge on the assets of
the Company and its Canadian subsidiaries which is subordinate to the lenders of
the operating credit facility and to the interest of the Trust which has
acquired the accounts receivable as described in Note 3.

B-11

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

8. LONG-TERM DEBT

(Tabular amounts in thousands of Canadian dollars)

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Industrial Development Revenue Bond
$8,000,000 U.S., due to April 1, 2012, bearing interest
at U.S. variable rates, secured by a charge on real
property .............................................................................. $12,265 $11,444
Texas Capital Fund
$489,583 U.S., non-interest bearing, repayable in
monthly instalments of $2,083 U.S. until August 1,
2018, secured by a charge on real property ............................................ 752 --
Series B 10.9% Sinking Fund Debentures Secured by a floating charge on the
assets of the Company and certain of its Canadian subsidiaries and
due December 31, 2009 ................................................................. -- 25,800
------- -------
13,017 37,244
Less current portion ..................................................................... 1,265 1,200
------- -------
$11,752 $36,044
======= =======
</TABLE>

The principal payments required in the next five years are:
<TABLE>
<S> <C>
1999 $1,265
2000 1,265
2001 1,418
2002 1,265
2003 1,265
</TABLE>

Pursuant to a directors' resolution in 1997, the Company has been
authorized to issue $50,000,000 of Series C Sinking Fund Debentures, none of
which have been issued.

During 1998, the Series B Sinking Fund Debentures were redeemed for
cash consideration of $30,682,000. The resulting premium on redemption including
transaction costs was charged to 1998 earnings.

B-12

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

9. CAPITAL STOCK

<TABLE>
<CAPTION>
CLASS A CLASS B
Shares Shares
(Number - Unlimited) (Number - Unlimited) Total
----------------------------- ------------------------- -------------------------
Thousands Thousands Thousands
of of of
Shares Canadian Shares Canadian Shares Canadian
Issued dollars Issued dollars Issued dollars
------ ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1995
Outstanding .................... 27,676,210 $87,184 6,614,770 $ 800 34,290,980 $87,984
Employee purchase and
option programmes .............. 9,000 40 -- -- 9,000 40
Conversion ........................ 410,500 50 (410,500) (50) -- --
---------- ------- ---------- --------- ---------- -------
December 31, 1996
Outstanding .................... 28,095,710 $87,274 6,204,270 $ 750 34,299,980 $88,024
Employee purchase and
option programmes .............. 29,250 134 -- -- 29,250 134
Conversion ........................ 1,420 -- (1,420) -- -- --
---------- ------- ---------- --------- ---------- -------
December 31, 1997
Outstanding .................... 28,126,380 87,408 6,202,850 750 34,329,230 88,158
Employee purchase and
option programmes .............. 211,950 975 -- 211,950 975
Conversion ........................ 235,500 27 (235,500) (27) -- --
Exercise of warrants .............. 450,000 2,700 -- 450,000 2,700
---------- ------- ---------- --------- ---------- -------
December 31, 1998
Outstanding .................... 29,023,830 $91,110 5,967,350 $ 723 34,991,180 $91,833
========== ======= ========== ========= ========== =======
</TABLE>

A. First and second preference shares with an unlimited authorized
number, may be issued in series in amounts and with such rights, privileges,
restrictions and conditions attaching thereto as determined by the Board of
Directors at the time of issuance. No preference shares were outstanding at the
end of 1998 and 1997.

B. The Class A shares are non-voting and entitled to a preferential
non-cumulative quarterly dividend of one-eighth cent per share, thereafter
dividends are paid equally on both Class A and Class B shares. The Class B
shares are convertible to Class A shares on a one to one basis.

C. The Company has reserved 3,000,000 Class A non-voting shares for
incentive stock option plans and options have been granted under the plans for
1,509,150 shares for cash at prices between $3.35 and $8.40. The options expire
from 1999 to 2003.

B-13

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

D. In 1994, the Company issued 450,000 warrants to purchase Class A
non-voting shares for $6.00 per share. In 1998, these warrants were exercised.

E. Fully-diluted earnings per share are as follows:

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Earnings per share - continuing operations
Class A ...................................... $0.69 $0.66 $ 0.54
Class B ...................................... $0.68 $0.66 $ 0.54
===== ===== ======
Earnings (loss) per share
Class A ...................................... $0.66 $0.62 $(1.33)
Class B ...................................... $0.65 $0.62 $(1.33)
===== ===== ======
</TABLE>

10. DEPRECIATION AND AMORTIZATION

(Tabular amounts in thousands of Canadian dollars)

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Depreciation ............................... $6,672 $5,530 $4,803
Amortization of:
Goodwill ................................ 748 748 716
Leasehold improvements .................. 304 241 142
Deferred finance and other charges ...... 286 346 207
Patents and trademarks .................. 45 45 32
------ ------ ------
$8,055 $6,910 $5,900
====== ====== ======
</TABLE>

B-14

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

11. INCOME TAXES

(Tabular amounts in thousands of Canadian dollars)

The components of the provision for income taxes are as follows:
<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Current income tax expense on income before discontinued
operations ....................................................... $ 13,899 $ 12,739 $ 12,674
Future income tax (benefit) expense on income before
discontinued operations .......................................... (1,999) 157 87
-------- -------- --------
11,900 12,896 12,761
Income tax benefit related to discontinued operations ............... (1,281) (898) (7,796)
-------- -------- --------
$ 10,619 $ 11,998 $ 4,965
======== ======== ========
</TABLE>

The components of the future tax asset (liability) classified by the
source of temporary differences and carryforwards that gave rise to the asset
(liability) are as follows:

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Future income tax assets:
Reserves ................................ $ 1,668 $ 1,109
Tax loss carryforwards .................. 629 509
Other ................................... 1,033 338
------- -------
3,330 1,956
Future income tax liability:
Plant, equipment and intangibles ........ (3,185) (3,810)
------- -------
$ 145 $(1,854)
======= =======
</TABLE>

B-15

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

The provision for income taxes reported differs from the amount
computed by applying the Canadian statutory rate to income before taxes for the
following reasons:

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Income taxes on earnings from continuing operations at
44.6% (1997 - 44.6%; 1996 - 44.6%) .............................. $ 16,238 $16,242 $ 14,232
-------- ------- --------
Less:
Manufacturing and processing allowance .......................... 2,308 2,548 1,540
Loss carryforwards .............................................. 2,845 -- --
Foreign rate differential ....................................... 389 300 911
Other ........................................................... (1,204) 498 (980)
-------- ------- --------
4,338 3,346 1,471
-------- ------- --------
$ 11,900 $12,896 $ 12,761
======== ======= ========
</TABLE>

The Company has approximately U.S. $63,000,000 of income tax losses
available in the United States to reduce future years' taxable income which have
not been recognized in these financial statements. These losses expire beginning
in 2004.

12. FINANCIAL INSTRUMENTS

Foreign exchange risk

The Company enters into forward exchange contracts, in U.S. dollars,
to hedge net cash flow on purchases and sales. The Company believes that its
exposure to credit, liquidity and cash flow risks for the contracts is minimal.
The Company does not hold or issue derivative financial instruments for trading
or speculative purposes.

As the current replacement cost of these outstanding financial
instruments is not carried on the consolidated balance sheets, unrealized gains
or losses are not recognized on changes in current replacement values.

B-16

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

Further information on outstanding financial instruments is as
follows:

(Tabular amounts in thousands of Canadian dollars)

<TABLE>
<CAPTION>
Notional Amounts
Maturing in 1998 1997
------------------------------ -------- --------
Less than Less than
1 Year Years Total Total
------ ----- ----- -----
<S> <C> <C> <C> <C>
Forward exchange contracts ................... $56,368 $97,364 $153,732 $128,247
======= ======= ======== ========
</TABLE>

As at December 31, 1998, the Company has forward exchange contracts
of $104,500,000 (1997 - $90,500,000) in U.S. currency.

Current credit exposure

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Forward exchange contracts......................... $4,489 $700
====== ====
</TABLE>

Current credit exposure is limited to the amount of the loss that
would be incurred if all of the Company's counterparties were to default at the
same time. The exposure shown above is the current replacement value of only
those contracts which are in a gain position.

Fair value of financial instruments

The estimated fair values of financial instruments as at December
31, 1998 and 1997 are based on relevant market prices and information available
at the time. The fair values are not necessarily indicative of the amounts that
the Company might receive or incur in actual market transactions. As a
significant number of the Company's assets and liabilities, including inventory,
fixed assets and goodwill, do not meet the definition of financial instruments,
the fair value estimates do not reflect the fair value of the Company as a
whole.

B-17

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

The carrying value of financial assets and liabilities approximate
fair value with the following exceptions:

(Tabular amounts in thousands of Canadian dollars)
<TABLE>
<CAPTION>
1998 1997
--------------------- -----------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
------ ----- ------ -----
<S> <C> <C> <C> <C>
Financial assets
Off balance sheet financial instruments ................ $ -- $2,299 $ -- $ --
Financial liabilities
Long-term debt
Texas Capital Fund ................................... 751 389 -- --
Series B Sinking Fund Debentures ..................... -- -- 25,800 31,644
</TABLE>

The fair value of long-term debt was estimated based on discounted
cash flows, using current market interest rates and the Company's credit rating.
The Industrial Development Revenue Bond is subject to U.S. variable rates, which
therefore reflect rates currently available for debt with similar risk and
maturities. Accordingly, the fair value of the debt is not materially different
from the recorded value.

Off balance sheet financial instruments include forward exchange
contracts. The foreign exchange instruments were valued based on the
differential between contract rates and year end forward rates.

Concentration of credit risk

Accounts receivable are from customers primarily in North America.
Significant individual customers, including those in the securitization
agreement, are generally less than ten percent of the outstanding balance at any
time during the year and at year end no individual customer exceeded ten
percent.

Interest rate risk

The Company is subject to interest rate risk on its floating rate
Industrial Development Revenue Bond.

B-18

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

13. COMMITMENTS AND CONTINGENCIES

A. The Company is obligated under the conditions of operating leases
for facilities and equipment with annual rentals as follows:

(Tabular amounts in thousands of Canadian dollars)

<TABLE>
<S> <C>
1999 ............................................... $1,816
2000 ............................................... 1,058
2001 ............................................... 614
2002 ............................................... 447
2003 ............................................... 451
Thereafter ......................................... 1,038
------
$5,424
======
</TABLE>

B. The Company has outstanding letters of credit of $12,407,000
(1997 - $4,127,000), and forward currency purchase and sale contracts of
$153,732,000 (1997 - $128,247,000) to hedge future U.S. dollar cash flows.

C. The Company and certain of its subsidiaries are party to a number
of legal proceedings. The Company believes that each such proceeding constitutes
routine matters incident to the business conducted by the Company and its
subsidiaries, and that the ultimate disposition of these matters will not have a
material adverse effect on its consolidated earnings, cash flow and/or financial
position.

14. SEGMENTED INFORMATION

The Company and its subsidiaries conduct business in primarily two
business segments: Wire and Cable and Electrical Assemblies.

Wire and cable

The Company's Wire and Cable segment manufactures single and
multi-conductor wire and cable for industrial, commercial and residential
construction and original equipment manufacturer applications.

Electrical assemblies

The Company's Electrical Assemblies segment manufactures wiring
harnesses, power cords, ignition cables, insert and overmolded parts,
electromechanical assemblies, engine block heaters and electrical switches for
motor vehicle industries and their aftermarkets as well as wiring harnesses and
power cords for appliance, electronic and office equipment manufacturers.

B-19

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

The Company evaluates performance and allocates resources based on
contributions before interest and income taxes. The accounting policies of the
segments are the same as those described in the summary of significant
accounting policies. Intersegment sales are recorded at cost plus a margin
factor and are eliminated upon consolidation.

The Company's reportable segments are strategic business units. They
are managed separately because of the nature of the business activities of each
segment. Each segment offers different products and services and requires
different technology and marketing strategies.

B-20

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

14. SEGMENTED INFORMATION - (Continued)

(Tabular amounts in thousands of Canadian Dollars)
<TABLE>
<CAPTION>
Wire and Cable Electrical Assemblies
------------------------------------- -------------------------------------
1998 1997 1996 1998 1997 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Sales to outside customers ........ $ 99,167 $ 90,737 $ 83,737 $ 299,254 $ 269,522 $ 250,044

Inter-segment sales ............... 17,553 24,283 24,223 -- -- --
--------- --------- --------- --------- --------- ---------
Total sales ....................... $ 116,720 $ 115,020 $ 107,960 $ 299,254 $ 269,522 $ 250,044
========= ========= ========= ========= ========= =========
Contribution before the undernoted $ 7,373 $ 9,033 $ 8,353 $ 38,614 $ 31,482 $ 26,487
========= ========= ========= ========= ========= =========
Series B Debenture redemption
premium ........................

Interest expense ..................

Income taxes ......................

Earnings from continuing operations

Loss from discontinued operations .

Net earnings (loss) ...............

Assets identified with continuing
operations ..................... $ 42,931 $ 32,265 $ 21,113 $ 98,937 $ 91,694 $ 80,719

Assets of discontinued operations . -- -- -- -- -- --
--------- --------- --------- --------- --------- ---------
Total assets ...................... $ 42,931 $ 32,265 $ 21,113 $ 98,937 $ 91,694 $ 80,719
========= ========= ========= ========= ========= =========
Fixed asset expenditures, net ..... $ 4,289 $ 10,528 $ 1,212 $ 3,878 $ 9,330 $ 6,845
========= ========= ========= ========= ========= =========
Depreciation and amortization ..... $ 2,853 $ 2,255 $ 2,204 $ 5,202 $ 4,655 $ 3,696
========= ========= ========= ========= ========= =========

<CAPTION>
Other Consolidated
---------------------------- ----------------------------------
1998 1997 1996 1998 1997 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Sales to outside customers ........ $ 398,421 $ 360,259 $ 333,781
========= ========= =========
Inter-segment sales ...............

Total sales .......................

Contribution before the undernoted $ 45,987 $ 40,515 $ 34,840
========= ========= =========
Series B Debenture redemption
premium ........................ $ 6,082 $ -- $ -- $ 6,082 $ -- $ --

Interest expense .................. 3,514 4,114 2,944 3,514 4,114 2,944

Income taxes ...................... 11,900 12,896 12,761 11,900 12,896 12,761
------- ------- ------- --------- --------- ---------

21,496 17,010 15,705 21,496 17,010 15,705
------- ------- ------- --------- --------- ---------

Earnings from continuing operations -- -- -- 24,491 23,505 19,135

Loss from discontinued operations . (1,007) (1,532) (64,601) (1,007) (1,532) (64,601)
------- ------- ------- --------- --------- ---------

Net earnings (loss) ............... $ 23,484 $ 21,973 $ (45,466)
========= ========= =========
Assets identified with continuing
operations ..................... $27,950 $33,190 $10,766 $ 169,818 $ 157,149 $ 112,598

Assets of discontinued operations . 3,156 43,077 77,825 3,156 43,077 77,825
------- ------- ------- --------- --------- ---------
Total assets ...................... $31,106 $76,267 $88,591 $ 172,974 $ 200,226 $ 190,423
======= ======= ======= ========= ========= =========
Fixed asset expenditures, net ..... $ 194 $ 31 $ (47) $ 8,361 $ 19,889 $ 8,010
======= ======= ======= ========= ========= =========
Depreciation and amortization ..... $ -- $ -- $ -- $ 8,055 $ 6,910 $ 5,900
======= ======= ======= ========= ========= =========
</TABLE>

B-21

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

Geographic segments

(Tabular amounts in thousands of Canadian dollars)

Sales to outside customers attributed to:

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Canada ............................ $127,367 $119,003 $118,307
United States ..................... 253,537 235,222 214,070
Europe ............................ 6,664 4,258 1,187
Other foreign countries ........... 10,853 1,776 217
-------- -------- --------
Total sales ....................... $398,421 $360,259 $333,781
======== ======== ========
</TABLE>

Capital assets and intangibles located in:

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Canada .................................. $53,280 $52,840 $53,298
United States ........................... 23,560 22,029 8,738
Mexico .................................. 5,304 4,668 3,199
------- ------- -------
Total capital assets and intangibles .... $82,144 $79,537 $65,235
======= ======= =======
</TABLE>

Sales to outside customers are attributed to countries based on
location of customer. Capital assets and intangibles are based on the geographic
location of the subsidiary.

Information about major customers

Revenue in 1998 from one customer of the Company's electrical
assemblies segment represented approximately $96,680,000 (1997 - $86,550,000;
1996 - $77,757,000) of the Company's total revenues.

15. YEAR 2000 ISSUE

The Year 2000 Issue arises because many computerized systems use two
digits rather than four to identify a year. Date-sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when information
using year 2000 dates is processed. In addition, similar problems may arise in
some systems which use certain dates in 1999 to represent something other than a
date. The effects of the Year 2000 Issue may be experienced before, on, or after
January 1, 2000, and, if not addressed, the impact on operations and financial
reporting may range from minor errors to significant systems failure which could
affect an entity's ability to conduct normal business operations. It is not
possible to be certain that all aspects of the Year 2000 Issue affecting the
entity, including those related to the efforts of customers, suppliers, or other
third parties, will be fully resolved.

B-22

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

16. COMPARATIVE FIGURES

Certain of the 1997 comparative figures have been restated to
conform with current year's presentation.

17. RECONCILIATION OF CANADIAN GAAP TO U.S. GAAP

The Company's consolidated financial statements are prepared in
accordance with Canadian generally accepted accounting principles ("CDN GAAP"),
which conform in all material respects with United States generally accepted
accounting principles ("U.S. GAAP"), except as described below:

A. The Company has forward exchange contracts to sell U.S. dollars
at varying rates, which are accounted for as hedges under CDN GAAP. Under
U.S. GAAP, these contracts are not considered hedges, and gains and losses
are determined at the reporting date and recorded in net income for the
period.

B. Under CDN GAAP, losses realized on the early redemption of
long-term debt are included in earnings from operations. Under U.S. GAAP,
the premium on redemption of the Series B Sinking Fund Debentures is
considered an extraordinary item which is recorded net of tax.

C. Accounts receivable in the accompanying balance sheets and
statements of changes in financial position are net of cash received on
the sale of certain receivables. Under U.S. GAAP, these transfers would
not be treated as sales. Accordingly, as at December 31, 1998, accounts
receivable from continuing operations and short-term indebtedness would
increase by $19,089,000. As at December 31, 1997, accounts receivable from
continuing operations, assets of discontinued operations and short-term
indebtedness would increase by $27,025,000, $11,850,000 and $38,875,000,
respectively. In addition, accounts receivable used in operating
activities would decrease by $7,936,000 in 1998, increase by $1,658,000 in
1997 and increase by $21,208,000 in 1996 and cash provided by financing
activities increase by $7,936,000 in 1998, decrease by $1,658,000 in 1997
and decrease by $21,208,000 in 1996.

D. The following additional disclosures are required in the
financial statements under U.S. GAAP: Interest paid during the years ended
December 31, 1998, 1997 and 1996 was $3,790,000, $4,726,000 and
$7,466,000, respectively. Allowances for doubtful accounts on accounts
receivable as at December 31, 1998 and 1997 are $644,000 and $669,000,
respectively. Accrued liabilities and other non-trade payables included in
accounts payable and accrued liabilities are $27,801,000 and $27,662,000,
respectively. Foreign exchange gains (losses) for the years ended December
31, 1998, 1997 and 1996 are $728,000, ($809,000) and $801,000,
respectively.

E. In June 1997, the Financial Accounting Standards Board issued
SFAS No.130, Reporting Comprehensive Income. For the Company's 1998 fiscal
year comprehensive income was insignificant.

F. In June 1998, SFAS No. 133, Accounting for Derivative Instruments
and Hedging Activities was issued and is effective for fiscal years
beginning after June 15, 1999. SFAS No. 133 requires the recognition of
all derivatives in the consolidated balance sheet as either assets or
liabilities measured at fair

B-23

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

value. The Company will adopt SFAS No. 133 effective for the 2000 calendar
year end. The Company has not yet determined the impact SFAS No. 133 will
have on its financial position and results of operations when such
statement is adopted.

G. The following table reconciles net income for the year as
reported in the consolidated statements of earnings to what would have
been reported had the financial statements been prepared in accordance
with U.S. GAAP as described above.

(thousands of Canadian dollars, except per share amounts)

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Net earnings (loss) for year (CDN GAAP) .......................... $ 23,484 $ 21,973 $(45,466)
Foreign currency contracts (A) ................................... 2,603 (2,971) 905
Premium on redemption of long-term debt (B) ...................... 6,082 -- --
Income tax impact of the above adjustments ....................... (3,126) 1,070 (326)
-------- -------- --------
Earnings (loss) before extraordinary item ........................ 29,043 20,072 (44,887)
Extraordinary item - premium on redemption of long-
term debt (net of taxes) (B) .................................. 3,892 -- --
-------- -------- --------
Net earnings (loss) in conformity with U.S. GAAP ................. $ 25,151 $ 20,072 $(44,887)
======== ======== ========
</TABLE>

Basic earnings per share are as follows:

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Earnings per share from continuing operations
Class A .................................................. $0.86 $ 0.63 $ 0.57
Class B .................................................. $0.86 $ 0.62 $ 0.57
===== ====== ======
Earnings (loss) per share - discontinued operations
Class A .................................................. $(0.03) $(0.04) $(1.88)
Class B .................................................. $(0.03) $(0.04) $(1.88)
===== ====== ======
Earnings (loss) per share - extraordinary item (net of taxes)
Class A .................................................. $(0.11) $ -- $ --
Class B .................................................. $(0.11) $ -- $ --
===== ====== ======
Earnings (loss) per share
Class A .................................................. $0.72 $ 0.59 $(1.31)
Class B .................................................. $0.72 $ 0.58 $(1.31)
===== ====== ======
</TABLE>

B-24

<PAGE>

NOMA INDUSTRIES LIMITED
Notes to Consolidated Financial Statements
December 31, 1998, 1997 and 1996

Diluted earnings per share are as follows:

<TABLE>
<CAPTION>
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Earnings per share from continuing operations
Class A .................................................. $ 0.85 $ 0.62 $ 0.57
Class B .................................................. $ 0.85 $ 0.62 $ 0.57
====== ====== ======
Earnings (loss) per share - discontinued operations
Class A .................................................. $(0.03) $(0.04) $(1.88)
Class B .................................................. $(0.03) $(0.04) $(1.88)
====== ====== ======
Earnings (loss) per share - extraordinary item (net of taxes)
Class A .................................................. $(0.11) $ -- $ --
Class B .................................................. $(0.11) $ -- $ --
====== ====== ======
Earnings (loss) per share
Class A .................................................. $ 0.71 $ 0.58 $(1.31)
Class B .................................................. $ 0.71 $ 0.58 $(1.31)
====== ====== ======
</TABLE>

Earnings per Class A and Class B shares are determined using the
weighted average number of shares outstanding during the period. Diluted
earnings per Class A and Class B shares reflect the dilutive effects of the
Class A share options and warrants outstanding at the end of the period.

H. The following table indicates the items in the balance sheet that
would be affected had the financial statements been prepared in accordance
with U.S. GAAP.

(Tabular amounts in thousands of Canadian dollars)

<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Accounts receivable ............................... $40,633 $38,413
Sundry assets ..................................... 8,801 9,765
Assets of discontinued operations ................. 919 45,231
Goodwill and other assets ......................... 29,625 28,970
Future income tax asset - short-term .............. -- 154
Future income tax asset - long-term ............... 3,330 1,956

Short-term indebtedness ........................... 19,089 38,875
Accounts payable .................................. 11,671 18,625
Accrued liabilities ............................... 29,334 28,313
Future income tax liability - short-term .......... 358 --
Future income tax liability - long-term ........... 3,787 3,987
Long-term liabilities ............................. 657 19
Retained earnings (deficit) ....................... 23,880 (1,271)
</TABLE>

B-25

<PAGE>

ANNEX II

INDEX TO FINANCIAL STATEMENT SCHEDULES

Schedule II -- Valuation and Qualifying Accounts................................

Schedules required by Article 12 of Regulation S-X, other than those
listed above, are omitted because of the absence of the conditions under which
they are required or because the required information is included in the
consolidated financial statements or notes thereto.

THE GENERAL CHEMICAL GROUP INC.
(To be GenTek Inc. after the Spinoff)

Schedule II
Valuation and Qualifying Accounts

<TABLE>
<CAPTION>
Balance at Additions
Beginning of Charged Deductions Balance at
Period to Income from Reserves End of Period
------------ --------- ------------- -------------
<S> <C> <C> <C> <C>
Year ended December 31, 1996
Allowance for doubtful accounts ..... $ 3,652 $ 55 $ (288) $ 3,419
Year ended December 31, 1997
Allowance for doubtful accounts ..... $ 3,419 $ 134 $ -- $ 3,553
Year ended December 31, 1998
Allowance for doubtful accounts ..... $ 3,553 $ 584 $ (411) $ 3,726
</TABLE>

<TABLE>
<CAPTION>
Balance at Additions
Beginning of Charged Deductions Balance at
Period to Income from Reserves End of Period
------------ --------- ------------- -------------
<S> <C> <C> <C> <C>
Year ended December 31, 1996
Environmental Liabilities............ $16,628 $ 6,771 $(7,080) $16,319
Year ended December 31, 1997
Environmental Liabilities............ $16,319 $ 5,546 $(5,621) $16,244
Year ended December 31, 1998
Environmental Liabilities............ $16,244 $10,674 $(6,802) $20,116
</TABLE>

II-1

<PAGE>

THE INDUSTRIAL CHEMICALS BUSINESS
VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
Translation
Balance at Additions Deductions Adjustment Balance
Beginning of Charged from During at End of
Period to Income Reserves Period Period
------------ ---------- ---------- ----------- ---------
(In thousands)
<S> <C> <C> <C> <C>
Year ended December 31, 1996
Allowance for doubtful accounts....... $ 2,022 $ 119 $ (193) $ -- $ 1,948
Year ended December 31, 1997..............
Allowance for doubtful accounts....... $ 1,948 $ 756 $ 8 $ (23) $ 2,689
Year ended December 31, 1998..............
Allowance for doubtful accounts....... $ 2,689 $ 3 $ -- $ (34) $ 2,658
</TABLE>

II-2

<PAGE>

Exhibit Index

<TABLE>
<CAPTION>
Exhibit
No. Description Page No.
- ------- ----------- --------
<S> <C> <C>
2.01* Separation Agreement among The General Chemical Group
Inc., GenTek Inc., General Chemical Industrial Products
Inc. and General Chemical Corporation...................

3.01 Amended and Restated Certificate of Incorporation of Filed herewith
GenTek Inc.............................................. electronically

3.02 Amended and Restated Bylaws of GenTek Inc............... Filed herewith
electronically

10.01* GenTek Inc. Restricted Unit Plan for Non-Employee
Directors...............................................

10.02* GenTek Inc. Annual Performance Incentive Plan...........

10.03* GenTek Inc. Long-Term Incentive Plan....................

10.04* Employee Benefits Agreement among The General Chemical
Group Inc., General Chemical Industrial Products Inc.
and General Chemical Corporation........................

10.05* Transition Support Agreement between GenTek Inc. and
The General Chemical Group Inc..........................

10.06* Tax Sharing Agreement between GenTek Inc. and The
General Chemical Group Inc..............................

10.07* Intellectual Property Agreement among General Chemical
Corporation, The General Chemical Group Inc., GenTek
Inc. and General Chemical Industrial Products Inc.......

10.08* Management Agreement between GenTek Inc. and Latona
Associates Inc..........................................

10.09* Non-Interference Agreement between GenTek Inc. and
Paul M. Montrone........................................

10.10* Registration Rights Agreement between Paul M. Montrone
and the General Chemical Group Inc., as assumed by
GenTek Inc. with respect to common Stock of GenTek
Inc. ...................................................

21.01 Subsidiaries of GenTek Inc.............................. Filed herewith
electronically

27.01 Financial Data Schedule................................. Filed herewith
electronically
</TABLE>

- ----------
* To be filed by amendment.

<PAGE>

Exhibit 3.01

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

GENTEK INC.

The name of the corporation is GenTek Inc. (the "Corporation"). The
Corporation was incorporated by the filing of its original Certificate of
Incorporation with the Secretary of State of the State of Delaware on January
25, 1999. This Amended and Restated Certificate of Incorporation, which both
amends and restates the provisions of the Corporation's Certificate of
Incorporation, was duly adopted in accordance with the provisions of Sections
242 and 245 of the General Corporation Law of the State of Delaware and by the
written consent of the Corporation's sole stockholder in accordance with Section
228 of the General Corporation Law of the State of Delaware. The Certificate of
Incorporation of the Corporation is hereby amended and restated to read in its
entirety as follows:

ARTICLE I

NAME

The name of the Corporation is GenTek Inc.

ARTICLE II

REGISTERED OFFICE

The address of the registered office of the Corporation in the State of
Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle.
The name of its registered agent at such address is the Corporation Trust
Company.

<PAGE>

ARTICLE III

PURPOSES

The nature of the business or purposes to be conducted or promoted by the
Corporation is to engage in any lawful act or activity for which corporations
may be organized under the General Corporation Law of the State of Delaware
("DGCL").

ARTICLE IV

CAPITAL STOCK

Section 1. Number of Shares

The total number of shares of capital stock which the Corporation shall
have the authority to issue is One Hundred Fifty Million (150,000,000) shares,
of which (a) One Hundred Million (100,000,000) shares shall be common stock, par
value $.01 per share (the "Common Stock"), (b) Forty Million (40,000,000) shares
shall be Class B common stock, par value $.01 per share, (the "Class B Stock"),
and (c) Ten Million (10,000,000) shares shall be preferred stock, par value $.01
per share (the "Undesignated Preferred Stock"). As set forth in this Article IV,
the Board of Directors or any authorized committee thereof is authorized from
time to time to establish and designate one or more series of Undesignated
Preferred Stock, to fix and determine the variations in the relative rights and
preferences as between the different series of Undesignated Preferred Stock in
the manner hereinafter set forth in this Article IV, and to fix or alter the
number of shares comprising any such series and the designation thereof to the
extent permitted by law.

The number of authorized shares of the class of Undesignated Preferred
Stock may be increased or decreased (but not below the number of shares
outstanding) by the affirmative vote of the holders of a majority of the Common
Stock and the Class B Stock, voting together as a single class, without a vote
of the holders of the Undesignated Preferred Stock, pursuant to the resolution
or resolutions establishing the class of Undesignated Preferred Stock or this
Amended and Restated Certificate of Incorporation, as it may be amended from
time to time.

Section 2. General

The designations, powers, preferences and rights of, and the
qualifications, limitations and restrictions upon, each class or series of stock
shall be determined in accordance with, or as set below in, Sections 3 and 4 of
this Article IV.

<PAGE>

Section 3. Common Stock and Class B Common Stock

(a) Authorization of Two Classes

As of the date and time this Amended and Restated Certificate of
Incorporation shall become effective under the laws of the State of Delaware,
there shall be two classes of common stock, par value $.01 per share. The first
class shall be denominated Common Stock and shall consist of One Hundred Million
(100,000,000) shares. The second class shall be denominated Class B Stock and
shall consist of Forty Million (40,000,000) shares.

(b) Powers, Preferences and Rights

Except as otherwise required by law, the powers, preferences and rights of
the Common Stock and the Class B Stock shall be as set forth herein. Except as
otherwise required by law or as set forth herein, the powers, preferences and
rights of the Common Stock and the Class B Stock shall be identical.

Each share of Common Stock shall entitle the holder thereof to one (1)
vote and each share of Class B Stock shall entitle the holder thereof to ten
(10) votes. Except as set forth herein, all actions submitted to a vote of
stockholders shall be voted on by the holders of Common Stock and Class B Stock
(as well as the holders of any series of Undesignated Preferred Stock, if any,
entitled to vote thereon) voting together as a single class.

The holders of Common Stock and Class B Stock shall each be entitled to
vote separately as a single class with respect to matters which require class
votes under the DGCL, with holders of Class B Stock voting on matters affecting
Class B Stock and holders of Common Stock voting on matters affecting Common
Stock.

Except as otherwise provided by law or pursuant to this Article IV or by
vote or votes of the Board of Directors providing for the issue of any series of
Undesignated Preferred Stock, the holders of the Common Stock and the Class B
Stock shall have sole voting power for all purposes, each holder of the Common
Stock and Class B Stock being entitled to vote as provided in this Section 3(c).

Neither the holders of shares of Common Stock nor the holders of shares of
Class B Common Stock shall have cumulative voting rights.

<PAGE>

The Corporation may, as a condition to counting the votes cast by any
holder of shares of Class B Stock at any annual or special meeting of
stockholders, in the case of any written consent of stockholders in lieu of a
meeting, or for any other purpose, require the furnishing of such affidavits or
other proof as it may reasonably request to establish that the shares of Class B
Stock held by such holder have not, by virtue of the provisions of Section 3(h),
been converted into shares of Common Stock.

(d) Dividends

(i) If and when a dividend on the Common Stock or the Class B Stock
is declared by the Board of Directors, whether payable in cash, in property or
in shares of stock of the Corporation, an equivalent dividend shall also be
declared on the Class B Stock or the Common Stock, as the case may be. If
dividends are declared that are payable in shares of Common Stock or Class B
Stock, such dividends shall be payable at the same rate on both classes of
stock, provided that the dividends payable in shares of Common Stock shall be
payable only to holders of Common Stock and the dividends payable in shares of
Class B Stock shall be payable only to holders of Class B Stock.

(ii) Subject to provisions of law and the rights of holders of the
Undesignated Preferred Stock, the holders of the Common Stock and the Class B
Stock shall be entitled to receive dividends at such time and in such amounts,
subject to Section 3(d)(i), as may be determined by the Board of Directors and
declared out of any funds lawfully available therefor, and shares of
Undesignated Preferred Stock shall not be entitled to share therein except as
otherwise expressly provided in the vote or votes of the Board of Directors
providing for the issue of such Undesignated Preferred Stock.

(e) Stock Splits and Other Transactions

Shares of Common Stock or Class B Stock may not be split up, subdivided,
combined or reclassified, unless at the same time the shares of such other class
are proportionately so split up, subdivided, combined or reclassified in a
manner which maintains the same proportionate equity ownership between the
holders of Common Stock and Class B Stock as comprised on the record date for
any such transaction.

(f) Liquidation, Dissolution or Winding Up

In the event of any liquidation, dissolution or winding up of the
Corporation, whether voluntary or involuntary, after payments of or provision
for payment of the debts and other liabilities of the Corporation and the
preferential amounts to which the holders of any stock ranking prior to the
Common Stock and the Class B Stock in the distribution of assets shall be
entitled upon such liquidation, dissolution or winding up, the holders of

<PAGE>

the Common Stock and the Class B Stock shall be entitled to receive an equal
amount with respect to each share owned.

(g) Conversion of Class B Stock

(i) The holder of each share of Class B Stock shall have the right
at any time, and from time to time, at such holder's option, to convert such
shares into one fully paid and nonassessable share of Common Stock on and
subject to the terms and conditions set forth in this Section 3(g).

(ii) In order to exercise the conversion rights set forth in Section
3(g)(i), the holder of any shares of Class B Stock to be converted shall present
and surrender the certificate or certificates representing such shares during
normal business hours at the principal executive offices of the Corporation or,
if an agent for the registration of the transfer of shares of Common Stock is
then duly appointed and acting (the "Transfer Agent"), then at the office of the
Transfer agent, accompanied by a written notice of the election by the record
holder thereof to convert, and (if so required by the Corporation or the
Transfer Agent) by instruments of transfer, in form reasonably satisfactory to
the Corporation or the Transfer Agent. A conversion shall be deemed to have
occurred at the close of business on the date when the Corporation or the
Transfer Agent, as the case may be, has received the prescribed written notice,
the required certificate or certificates and any such instruments of transfer
(the "Conversion Date"). Such notice shall also state the name or names (with
address) in which the certificate or certificates for shares of Common Stock
issuable on such conversion shall be registered. The person or persons in whose
name or names any certificate or certificates for shares of Common Stock shall
be issuable on such conversion shall be, for the purpose of receiving dividends
and for all other corporate purposes whatsoever, deemed to have become the
holder or holders of record of the shares of Common Stock represented thereby on
the Conversion Date.

(iii) As promptly as practicable after the presentation and
surrender for conversion, as herein provided, of any certificate of shares of
Class B Stock, the Corporation shall issue and deliver at such office or agency,
to or upon the written order of the holder thereof, certificates for the number
of shares of Common Stock issuable upon such conversion. In case any certificate
for shares of Class B Stock shall be surrendered for conversion of only a part
of the shares represented thereby, the Corporation shall deliver at such office
or agency, to or upon the written order of the holder thereof, a certificate or
certificates for the number of shares of Class B Stock represented by such
surrendered certificate which are not being converted. The issuance of
certificates for shares of Common Stock issuable upon the conversion of shares
of Class B Stock by the registered holder thereof shall be made without charge
to the converting holder for any tax imposed on the Corporation in respect of
the issue thereof.

<PAGE>

The Corporation shall not, however, be required to pay any tax which may be
payable with respect to any transfer involved in the issue and delivery of any
certificate in a name other than that of the registered holder of the shares
being converted, and the Corporation shall not be required to issue or deliver
any such certificate unless and until the person requesting the issue thereof
shall have paid to the Corporation the amount of such tax or has established to
the satisfaction of the Corporation that such tax has been paid.

(iv) Upon any conversion of shares of Class B Stock into shares of
Common Stock pursuant hereto, no adjustment with respect to dividends shall be
made; only those dividends that are payable on the shares so converted as have
been declared but not yet paid to holders of record of shares of Class B Stock
with respect to a record date prior to the conversion date shall be payable with
respect to the shares of Class B Stock so converted; and only those dividends
shall be payable on shares of Common Stock issued upon such conversion as have
been declared and are payable to holders of record of shares of Common Stock
with respect to a record date on or after such conversion date.

(v) In case of any consolidation or merger of the Corporation as a
result of what stockholders of the Corporation shall be entitled to receive
cash, stock, other securities or other property with respect to or in exchange
for stock of the Corporation, each holder of Common Stock and Class B Stock
shall be entitled to receive an equal amount of consideration for each share of
Common Stock or Class B Stock surrendered in such merger.

(vi) Shares of the Class B Stock converted into shares of Common
Stock shall be retired and shall resume the status of authorized but unissued
shares of Class B Stock.

(vii) The Corporation covenants that it will at all times reserve
and keep available, solely for the purpose of issuance upon conversion of the
outstanding shares of Class B Stock, such number of shares of Common Stock as
shall be issuable upon the conversion of all such outstanding shares of Class B
Stock.

(h) Limitations on Transfer of Class B Stock

(i) No record or beneficial owner of shares of Class B Stock may
transfer, and the Corporation shall not register the transfer of, shares of
Class B Stock, whether by sale, assignment, gift, bequest, appointment or
otherwise, except to a "Permitted Transferee" as provided herein.

<PAGE>

A. In the case of a holder of record of the Class B Stock (the
"Class B Holder") who is a natural person and the beneficial owner of the shares
of Class B Stock to be transferred, Permitted Transferees shall mean:

1. The spouse of such Class B Holder, any lineal
descendant of a grandparent of such Class B Holder or of a grandparent of
such spouse, or any spouse of such lineal descendant (herein collectively
referred to as "Class B Holder's Family Members");

2. The trustee or trustees of a trust (including a
voting trust) solely (except for remote contingent interests) for the
benefit of such Class B Holder and/or one or more of such Class B Holder's
Family Members; provided, however, that if at any time such trust ceases
to meet the requirements of this Section 3(h)(i)A.2, all shares of Class B
Stock then held by such trustee or trustees shall, upon receipt by such
trustee or trustees of a notice from the Corporation that it has obtained
actual knowledge that the trust no longer meets the requirements of this
Section 3(h)(i)A.2, be automatically converted into Common Stock on a
share-for-share basis, and stock certificates formerly representing such
shares of Class B Stock shall thereupon and thereafter be deemed to
represent a like number of shares of Common Stock;

3. A corporation, of which all of the record and
beneficial owners of outstanding capital stock are, or a partnership in
which all of the partners are, and all of the partnership interests are
owned by, the Class B Holder and/or one or more of the Permitted
Transferees of such Class B Holder as determined under this Section 3(h);
provided, however, that if by reason of any change in the ownership of
such stock or partners or partnership interests, such corporation or
partnership would no longer qualify as a Permitted Transferee of such
Class B Holder, then all shares of Class B Stock then held by such
corporation or partnership shall, upon receipt by such partnership or
corporation of a notice from the Corporation that it has obtained actual
knowledge that such corporation or partnership no longer qualifies as a
Permitted Transferee, be automatically converted into shares of Common
Stock on a share-for-share basis, and stock certificates formerly
representing such shares of Class B Stock shall thereupon and thereafter
be deemed to represent a like number of shares of Common Stock;

4. The executor, administrator or personal
representative of the estate of a deceased Class B Holder or the trustee
of the estate of a bankrupt or insolvent Class B Holder or the guardian or
conservator of a Class B Holder adjudged disabled or incompetent by a
court of competent jurisdiction, acting in his capacity as such; and

<PAGE>

5. Any private foundation created or established by a
Class B Holder or any Permitted Transferee of a Class B Holder.

B. In the case of a Class B Holder holding the shares of Class
B Stock as trustee pursuant to a trust (including a voting trust) other than an
irrevocable trust as described in Section 3(h)(i)C below, Permitted Transferees
shall mean:

1. any successor trustee of such trust;

2. the person or persons who established such trust; and

3. a Permitted Transferee of any person who established
such trust.

C. In the case of a Class B Holder holding the shares of Class
B Stock as trustee pursuant to a trust which was irrevocable as of the Record
Date (a "Transferee Trust"), Permitted Transferees shall mean:

1. any successor trustee of such Transferee Trust;

2. any person to whom or for whose benefit the principal
or income may be distributed either during or at the end of the term of
such Transferor Trust whether by power of appointment or otherwise; and

3. a Permitted Transferee of any person who established
such trust.

D. In the case of a Class B Holder which is a partnership and
the beneficial owner of the shares of Class B Stock proposed to be transferred,
Permitted Transferees shall mean:

1. any partner of such partnership who was also a
partner of such partnership as of the Record Date;

2. any person transferring shares of Class B Stock to
such partnership after the Record Date; provided, however, that such
transfer to the partnership was made in accordance with this Section 3(h),
and further provided that such transferor may not receive shares of Class
B Stock in excess of the shares transferred to such partnership; and

<PAGE>

3. any Permitted Transferee of such person referred to
in Sections 3(h)(i)D.1 or 3(h)(i)D.2 above, provided that in the case of
Section 3(h)(i)D.2, the number of shares which such Permitted Transferee
is entitled to receive pursuant to this Section 3(h)(i)D.3 shall not
exceed the number of shares such person would have been entitled to
receive pursuant to Section 3(h)(i)D.2.

E. In the case of a Class B Holder which is a corporation and
the beneficial owner of the shares proposed to be transferred, Permitted
Transferees shall include only:

1. any stockholder of such corporation as of the Record
Date that is generally entitled to vote in the selection of Directors of
such corporation (a "Voting Stockholder"), provided that such corporation
does not have more than 20 Voting Stockholders of record as of the Record
Date;

2. any stockholder of such corporation on the Record
Date who receives shares of Class B Stock pro rata to such Stockholder's
stock ownership in such corporation through a dividend or through a
distribution made upon liquidation of such corporation;

3. any person transferring shares of Class B Stock to
such corporation after the Record Date; provided, however, that such
transferor may not receive shares of Class B Stock in excess of the shares
transferred by the transferor to such corporation;

4. any Permitted Transferee of such stockholder or
person referred to in Sections 3(h)(i)E.1, 2 or 3 above, provided that in
the case of Section 3(h)(i)E.3 the number of shares which such Permitted
Transferee is entitled to receive pursuant to this Section 3(h)(i)E.4
shall not exceed the number of shares such person would have been entitled
to receive pursuant to Section 3(h)(i)E.3; and

5. the survivor of a merger or consolidation of such
corporation but only if all of the record and beneficial owners of the
outstanding capital stock of such survivor immediately after the merger or
consolidation are Permitted Transferees of such corporation; provided,
however, that if by reason of any change in the ownership of such stock
such surviving corporation would no longer qualify as a Permitted
Transferee, then all shares of Class B Stock then held by such surviving
corporation shall, upon receipt by such surviving corporation of a notice
from the Corporation that it has obtained actual knowledge that the
surviving corporation no longer qualifies as a Permitted Transferee, be
automatically converted into shares of Common Stock on a share-for-share
basis, and stock certificates formerly

<PAGE>

representing such shares of Class B Stock shall thereupon and thereafter
be deemed to represent a like number of shares of Common Stock.

F. In the case of a Class B holder who is executor or
administrator of the estate of a deceased Class B holder, guardian or
conservator of the estate of a disabled or incompetent Class B holder or who is
a trustee of the estate of a bankrupt or insolvent Class B Holder, Permitted
Transferees shall include only a Permitted Transferee of such deceased,
disabled, bankrupt or insolvent Class B Holder.

(ii) Notwithstanding anything to the contrary set forth herein, any
Class B Holder may pledge such holder's shares of Class B Stock to a pledgee
pursuant to a bona fide pledge of shares as collateral security for indebtedness
due to the pledgee, provided that such shares shall be transferred to or
registered in the name of the pledgee and shall remain subject to the provisions
of this Section 3(h). In the event of foreclosure or other similar action by the
pledgee, such pledged shares of Class B Stock may only be transferred to the
pledgor or a Permitted Transferee of the pledgor or converted into shares of
Common Stock, as the pledgee may elect or as may be governed by the applicable
pledge agreement.

(iii) For purposes of this Section 3(h):

A. the "Record Date" with respect to shares of Class B Stock
is any of the following dates: (i) the date on which such share of Class B Stock
is issued; (ii) the date on which such share is owned by New Hampshire Oak,
Inc., a Delaware corporation and the sole stockholder of the Corporation on the
date hereof, or by The General Chemical Group Inc., a Delaware corporation and
the sole stockholder of New Hampshire Oak, Inc.; and (iii) the date on which
such share is received by a stockholder of The General Chemical Group Inc. in
connection with a distribution of Common Stock and Class B Stock to stockholders
of The General Chemical Group Inc.;

B. any limitation on the number of shares of Class B Stock
permitted to be transferred imposed by this Section 3(h) shall be adjusted
appropriately for any stock splits, stock dividends or other similar
recapitalizations effected during any time period in question;

C. the term "spouse" shall refer to any then present or former
spouse;

D. the relationship of any person that is derived by or
through legal adoption shall be considered a natural one;

<PAGE>

E. each joint owner of shares of Class B Stock shall be
considered a Class B Holder of such shares;

F. a minor for whom shares of Class B Stock are held pursuant
to a Uniform Gifts to Minors Act or similar law shall be considered a Class B
Holder of such shares;

G. unless otherwise specified, the term "person" means both
natural persons and legal entities; and

H. the term "private foundation" shall have the meaning set
forth in Section 509(a) of the Internal Revenue Code of 1986, as amended, or any
successor statute.

(iv) Any transfer of shares of Class B Stock not permitted hereunder
shall result in the automatic conversion of the transferee's shares of Class B
Stock into an equal number of shares of Common Stock, effective as of the date
on which certificates representing such shares of Class B Stock are presented
for transfer on the stock transfer record books of the Corporation; provided,
however, that if the Corporation should determine that such shares were not so
presented for transfer within twenty (20) days after the date of such transfer,
sale, assignment or other disposition, the transfer date shall be the actual
date of such transfer, sale, assignment or other disposition, as determined in
good faith by the Board of Directors or its appointed agent. The Corporation
may, in its discretion from time to time or as a condition to the transfer or
the registration of transfer of shares of Class B Stock to a purported Permitted
Transferee, require the furnishing of such affidavits or other proof as it deems
necessary to establish that a holder of Class B Stock or proposed transferee is
a Permitted Transferee. Unless notification to the contrary is provided at the
time shares of Class B Stock are presented for transfer, the transfer shall be
presumed by the Corporation to be a transfer to a person other than a Permitted
Transferee.

(i) Registration of Class B Stock in Name of Beneficial Owner

Shares of Class B Stock shall be registered in the name(s) of the
beneficial owner(s) thereof (as hereafter defined) and not in "street" or
"nominee" names. For the purposes of Sections 3(h) and 3(i), the term
"beneficial owner(s)" of any shares of Class B Stock shall mean the person or
persons who possess the power to vote or dispose, or to direct the voting or
disposition, of such shares and "beneficially owned" shares shall refer to
shares owned by a beneficial owner. The Corporation shall note on the
certificates representing the shares of Class B Stock that there are
restrictions on transfer and registration of transfer imposed by Sections 3(h)
and 3(i).

<PAGE>

(j) Termination of Class B Stock

All outstanding shares of Class B Stock shall automatically, without
further act or deed on the part of this Corporation or any other person, be
converted into shares of Common Stock on a share-for-share basis at such time as
the total number of shares of Class B Stock issued and outstanding constitutes
less than 10% of the total of all shares of Common Stock and Class B Stock then
issued and outstanding. In the event of any automatic conversion of Class B
Stock pursuant to this Section 3(j), certificates formerly representing
outstanding shares of Class B Stock will thereafter be deemed to represent a
like number of shares of Common Stock.

Section 4. Undesignated Preferred Stock

Subject to any limitations prescribed by law, the Board of Directors or
any authorized committee thereof is expressly authorized to provide for the
issuance of the shares of Undesignated Preferred Stock in one or more series of
such stock, and by filing a certificate pursuant to applicable law of the State
of Delaware, to establish or change from time to time the number of shares to be
included in each such series, and to fix the designations, powers, preferences
and the relative, participating, optional or other special rights of the shares
of each series and any qualifications, limitations and restrictions thereof. Any
action by the Board of Directors or any authorized committee thereof under this
Section 4 shall require the affirmative vote of a majority of the Directors then
in office or a majority of the members of such committee. The Board of Directors
or any authorized committee thereof shall have the right to determine or fix one
or more of the following with respect to each series of Undesignated Preferred
Stock to the extent permitted by law:

(a) The distinctive serial designation and the number of shares
constituting such series;

(b) The dividend rates or the amount of dividends to be paid on the
shares of such series, whether dividend shall be cumulative and, if so, from
which date or dates, the payment date or dates for dividends, and the
participating and other rights, if any, with respect to dividends;

(d) Whether the shares of such series shall be redeemable and, if
so, the price or prices at which, and the terms and conditions on which, such
shares may be redeemed;

<PAGE>

(e) The amount or amounts payable upon the shares of such series and
any preferences applicable thereto in the event of voluntary or involuntary
liquidation, dissolution or winding up of the Corporation;

(f) Whether the shares of such series shall be entitled to the
benefit of a sinking or retirement fund to be applied to the purchase or
redemption of such shares, and if so entitled, the amount of such fund and the
manner of its application, including the price or prices at which such shares
may be redeemed or purchased through the application of such fund;

(g) Whether the shares of such series shall be convertible into, or
exchangeable for, shares of any other class or classes or of any other series of
the same or any other class or classes of stock of the Corporation and, if so
convertible or exchangeable, the conversion price or prices, or the rate or
rates of exchange, and the adjustments thereof, if any, at which such conversion
or exchange may be made, and any other terms and conditions of such conversion
or exchange;

(h) The price or other consideration for which the shares of such
series shall be issued;

(i) Whether the shares of such series which are redeemed to
converted shall have the status of authorized but unissued shares of
Undesignated Preferred Stock (or series thereof) and whether such shares may be
reissued as shares of the same or any other class or series of stock; and

(j) Such other powers, preferences, rights, qualifications,
limitations and restrictions thereof as the Board of Directors or any authorized
committee thereof may deem advisable.

ARTICLE V

BUSINESS COMBINATION STATUTE

The Corporation hereby expressly elects not to be governed by Section 203
of the DGCL entitled "Business Combinations With Interested Stockholders".

<PAGE>

ARTICLE VI

STOCKHOLDER ACTION

No action that is required or permitted to be taken by the stockholders of
the Corporation at any annual or special meeting of stockholders may be effected
by written consent of stockholders in lieu of a meeting of stockholders, unless
the action to be effected by written consent of stockholders and the taking of
such action by such written consent have expressly been approved in advance by
the Board of Directors. Except as otherwise required by law and subject to the
rights of the holders of any series of Undesignated Preferred Stock, special
meetings of the stockholders of the Corporation may be called only by (i) the
Board of Directors pursuant to a resolution approved by the affirmative vote of
a majority of the Directors then in office, (ii) the Chairman of the Board, if
one is elected, or (iii) the President. Only those matters set forth in the
notice of the special meeting may be considered or acted upon at a special
meeting of stockholders of the Corporation, unless otherwise provided by law.
Advance notice of any matters or nominations which stockholders intend to
propose for action at an annual meeting shall be given at the time and in the
manner provided in the By-Laws.

ARTICLE VII

DIRECTORS

Section 1. General

The business and affairs of the Corporation shall be managed by or under
the direction of the Board of Directors except as otherwise provided herein or
required by law.

Section 2. Election of Directors

Election of Directors need not be by written ballot unless the By-Laws of
the Corporation shall so provide.

Section 3. Number of Directors

The number of Directors of the Corporation shall be fixed by resolution
duly adopted from time to time by the Board of Directors or by the affirmative
vote of a majority (or such greater proportion as may be required by law) of the
total votes eligible to be cast by holders of voting stock, voting together as a
single class.

<PAGE>

Notwithstanding the foregoing, whenever, pursuant to the provisions of
Article IV of this Amended and Restated Certificate of Incorporation, the
holders of any one or more series of Undesignated Preferred Stock shall have the
right, voting separately as a series or together with holders of other such
series, to elect Directors at an annual or special meeting of stockholders, the
election, term of office, filling of vacancies and other features of such
directorships shall be governed by the terms of this Amended and Restated
Certificate of Incorporation and any certificate of designations applicable
thereof, and such Directors so elected shall not be divided into classes.

During any period when the holders of any series of Undesignated Preferred
Stock have the right to elect additional Directors as provided for or fixed
pursuant to the provisions of Article IV hereof, then upon commencement and for
the duration of the period during which such right continues: (i) the then
otherwise total authorized number of Directors of the Corporation shall
automatically be increased by such specified number of Directors, and the
holders of such Undesignated Preferred Stock shall be entitled to elect the
additional Directors so provided for or fixed pursuant to said provisions; and
(ii) each such additional Director shall serve until such Director's successor
shall have been duly elected and qualified, or until such Director's right to
hold such office terminates pursuant to said provisions, whichever occurs
earlier, subject to such Director's earlier death, disqualification, resignation
or removal. Except as otherwise provided by the Board in the resolution or
resolutions establishing such series, whenever the holders of any series of
Undesignated Preferred Stock having such right to elect additional Directors are
divested of such right pursuant to the provisions of such stock, the terms of
office of all such additional Directors elected by the holders of such stock, or
elected to fill any vacancies resulting from the death, resignation,
disqualification or removal of such additional Directors, shall forthwith
terminate and the total and authorized number of Directors of the Corporation
shall be reduced accordingly.

Section 4. Vacancies

Subject to the rights, if any, of the holders of any series of
Undesignated Preferred Stock to elect Directors and to fill vacancies in the
Board of Directors relating thereof, any and all vacancies in the Board of
Directors, however occurring, including, without limitation, by reason of an
increase in size of the Board of Directors, or the death, resignation,
disqualification or removal of a Director, shall be filled by the affirmative
vote of a majority of the remaining Directors then in office, even if less than
a quorum of the Board of Directors, or by the affirmative vote of a majority of
the total votes eligible to be cast by holders of voting stock, voting together
as a single class. In the event of a vacancy in the Board of Directors, the
remaining Directors, except as otherwise provided by law, may exercise the
powers of the full Board of Directors until the vacancy is filled.

<PAGE>

Section 5. Removal

Subject to the rights, if any, of any series of Undesignated Preferred
Stock to elect Directors and to remove any Director whom the holders of any such
stock have the right to elect, any Director (including persons elected by
Directors to fill vacancies in the Board of Directors) may be removed from
office for any reason whatsoever by the affirmative vote of at least a majority
of the total votes which would be eligible to be cast by stockholders in the
election of such Director.

ARTICLE VIII

LIMITATION OF LIABILITY

A Director of the Corporation shall not be personally liable to the
Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director, except for liability (i) for any breach of the Director's
duty of loyalty to the Corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL or (iv) for any
transaction from which the Director derived an improper personal benefit. If the
DGCL is amended after the effective date of this Amended and Restated
Certificate of Incorporation to authorize corporation action further eliminating
or limiting the personal liability of Directors, then the liability of a
Director of the Corporation shall be eliminated or limited to the fullest extent
permitted by the DGCL, as so amended.

Any repeal or modification of this Article VIII, either by the
stockholders of the Corporation or through an amendment to the DGCL, shall not
adversely affect any right or protection existing at the time of such repeal or
modification with respect to any acts or omissions occurring before such repeal
or modification of a person serving as a Director at the time of such repeal or
modification.

ARTICLE IX

AMENDMENT OF BY-LAWS

Section 1. Amendment by Directors

Except as otherwise provided by law, the By-Laws of the Corporation may be
amended or repealed by the Board of Directors.

<PAGE>

Section 2. Amendment by Stockholders

The By-Laws of the Corporation may be amended or repealed at any annual
meeting of stockholders, or special meeting of stockholders called for such
purpose, by the affirmative vote of at least two-thirds of the total votes
eligible to be cast on such amendment or repeal by holders of voting stock,
voting together as a single class; provided, however, that if the Board of
Directors recommends that stockholders approve such amendment or repeal at such
meeting of stockholders, such amendment or repeal shall only require the
affirmative vote of a majority of the total votes eligible to be cast on such
amendment or repeal by holders of voting stock, voting together as a single
class.

ARTICLE X

AMENDMENT OF CERTIFICATE OF INCORPORATION

The Corporation reserves the right to amend or repeal this Amended and
Restated Certificate of Incorporation in the manner now or hereafter prescribed
by statute and this Amended and Restated Certificate of Incorporation, and all
rights conferred upon stockholders herein are granted subject to this
reservation. No amendment or repeal of this Amended and Restated Certificate of
Incorporation shall be made unless the same is first approved by the Board of
Directors pursuant to a resolution adopted by the Board of Directors in
accordance with Section 242 of the DGCL, and, except as otherwise provided by
law, thereafter approved by the stockholders. Whenever any vote of the holders
of voting stock is required, and in addition to any other vote of holders of
voting stock that is required by this Amended and Restated Certificate of
Incorporation or by law, the affirmative vote of a majority (or such greater
proportion as may be required by law) of the total votes eligible to be cast by
holders of voting stock with respect to such amendment or repeal, voting
together as a single class, at a duly constituted meeting of stockholders called
expressly for such purpose shall be required to amend or repeal any provision
of, or adopt any provisions of this Amended and Restated Certificate of
Incorporation; provided, however, that the affirmative vote of not less than
eighty percent (80%) of the total votes eligible to be cast by the holders of
voting stock, voting together as a single class, shall be required to amend of
repeal any of the provisions of Article VIII or this Article X of this Amended
and Restated Certificate of Incorporation.

<PAGE>

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated
Certificate of Incorporation this ____ day of _________, 1999.

By
-----------------------------
Name:
Office:

<PAGE>

Exhibit 3.02

================================================================================

GENTEK INC.

AMENDED AND RESTATED

BY-LAWS

As Adopted on _________________, 1999

================================================================================

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE I

Stockholders..............................................................1
SECTION 1. Annual Meeting................................................1
SECTION 2. Matters to be Considered at Annual Meetings...................1
SECTION 3. Special Meetings..............................................3
SECTION 4. Matters to be Considered at Special Meetings..................3
SECTION 5. Notice of Meetings; Adjournments..............................4
SECTION 6. Quorum........................................................5
SECTION 7. Voting and Proxies............................................5
SECTION 8. Action at Meeting.............................................6
SECTION 9. Stockholder Lists.............................................6
SECTION 10. Presiding Officer............................................6
SECTION 11. Voting Procedures and Inspectors of Elections................7

ARTICLE II

Directors.................................................................7
SECTION 1. Powers........................................................7
SECTION 2. Number and Terms..............................................7
SECTION 3. Director Nominations..........................................8
SECTION 4. Qualification................................................10
SECTION 5. Vacancies....................................................10
SECTION 6. Removal; Resignation.........................................10
SECTION 7. Chairman of the Board........................................10
SECTION 8. Regular Annual Meetings......................................10
SECTION 9. Special Meetings.............................................11
SECTION 10. Notice of Meetings..........................................11
SECTION 11. Quorum......................................................12
SECTION 12. Action at Meeting...........................................12
SECTION 13. Action by Consent...........................................12
SECTION 14. Manner of Participation.....................................12
SECTION 15. Committee...................................................12
SECTION 16. Compensation of Directors...................................13
SECTION 17. Reliance on Accounts and Reports, etc.......................13
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
ARTICLE III

Officers.................................................................13
SECTION 1. Enumeration..................................................13
SECTION 2. Appointment..................................................13
SECTION 3. Qualification................................................14
SECTION 4. Tenure.......................................................14
SECTION 5. Resignation..................................................14
SECTION 6. Removal......................................................14
SECTION 7. Absence or Disability........................................14
SECTION 8. Vacancies....................................................14
SECTION 9. President....................................................14
SECTION 10. Vice Presidents and Assistant Vice Presidents...............14
SECTION 11. Treasurer and Assistant Treasurers..........................15
SECTION 12. Secretary and Assistant Secretaries.........................15
SECTION 13. Additional Officers.........................................15
SECTION 14. Powers and Duties...........................................15

ARTICLE IV

Capital Stock............................................................16
SECTION 1. Certificates of Stock........................................16
SECTION 2. Transfers....................................................16
SECTION 3. Record Holders...............................................16
SECTION 4. Record Date..................................................17
SECTION 5. Registered Stockholders......................................17
SECTION 6. Replacement of Certificates..................................17

ARTICLE V

Indemnification..........................................................18
SECTION 1. Definitions..................................................18
SECTION 2. Officers.....................................................18
SECTION 3. Non-Officer Employees........................................18
SECTION 4. Good Faith...................................................19
SECTION 5. Successful Defense...........................................19
SECTION 6. Prior to Final Disposition...................................20
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
Page
----
<S> <C>
SECTION 7. Contractual Nature of Rights.................................20
SECTION 8. Non-Exclusivity of Rights....................................20
SECTION 9. Insurance....................................................21
SECTION 10. Severability................................................21

ARTICLE VI

Miscellaneous Provisions.................................................21
SECTION 1. Fiscal Year..................................................21
SECTION 2. Seal.........................................................21
SECTION 3. Execution of Instruments.....................................21
SECTION 4. Voting and Transfer of Securities............................22
SECTION 5. Resident Agent...............................................22
SECTION 6. Corporate Records............................................22
SECTION 7. Certificate..................................................22
SECTION 8. Amendment of By-Laws.........................................22
SECTION 9. Construction.................................................23
</TABLE>

iii

<PAGE>

AMENDED AND RESTATED

BY-LAWS

GENTEK INC.

(hereinafter called the "Corporation")

As adopted on _____, 1999

ARTICLE I

Stockholders

SECTION 1. Annual Meeting. The annual meeting of stockholders shall be
held at the hour, date and place within or without the United States which is
fixed by the majority of the Board of Directors, the Chairman of the Board, if
one is elected, or the President, which time, date and place may subsequently be
changed at any time by vote of the Board of Directors. If no annual meeting has
been held for a period of thirteen months after the Corporation's last annual
meeting of stockholders, a special meeting in lieu thereof may be held, and such
special meeting shall have, for the purposes of the By-Laws or otherwise, all
the force and effect of an annual meeting. Any and all references hereafter in
these By-Laws to an annual meeting or annual meetings also shall be deemed to
refer to any special meeting(s) in lieu thereof.

SECTION 2. Matters to be Considered at Annual Meetings. At any annual
meeting of stockholders (the "Annual Meeting"), only such business shall be
conducted, and only such proposals shall be acted upon, as shall have been
properly brought before such Annual Meeting. To be considered as properly
brought before an Annual Meeting, business must be: (a) specified in the notice
of meeting; (b) otherwise properly brought before the meeting by, or at the
direction of, the Board of Directors; or (c) otherwise properly brought before
the meeting by any holder of record (both as of the time notice of such proposal
is given by the stockholder as set forth below and as of the record date for the
Annual Meeting in question) of any shares of capital stock of the Corporation
entitled to vote at such Annual Meeting who complies with the requirements set
forth in this Section 2.

<PAGE>

In addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by a stockholder of record of any
shares of capital stock entitled to vote at such Annual Meeting, such
stockholder shall (i) give timely notice as required by this Section 2 to the
Secretary of the Corporation and (ii) be present at such meeting, either in
person or by a representative. The first Annual Meeting shall be held in the
year 2000, and for such first Annual Meeting a stockholder's notice shall be
timely if delivered to, or mailed to and received by, the Corporation at its
principal executive office not later than the close of business on the later of
(A) the 75th day prior to the scheduled date of such Annual Meeting or (B) the
15th day following the day on which public announcement of the date of such
Annual Meeting is first made by the Corporation. For all subsequent Annual
Meetings, a stockholder's notice shall be timely if delivered to, or mailed to
and received by, the Corporation at principal executive office not less than 75
days nor more than its 20 days prior to the anniversary date of the immediately
preceding Annual Meeting (the "Anniversary Date") and in any event at least 45
days before the first anniversary of the date on which the Corporation first
mailed its proxy materials for the prior year's Annual Meeting; provided,
however, that in the event the Annual Meeting is scheduled to be held on a date
more than 30 days before the Anniversary Date or more than 60 days after the
Anniversary Date, a stockholder's notice shall be timely if delivered to, or
mailed to and received by, the Corporation at its principal executive office not
later than the close of business on the later of (A) the 75th day prior to the
scheduled date of such Annual Meeting or (B) the 15th day following the day on
which public announcement of the date of such Annual Meeting is first made by
the Corporation.

For purposes of these By-Laws, "public announcement" shall mean: (i)
disclosure in a press release reported by the Dow Jones News Service, Associated
Press or a comparable national news service; (ii) a report or other document
filed publicly with the Securities and Exchange Commission (including, without
limitation, a Form 8-K); or (iii) a letter or report sent to stockholders of
record of the Corporation at the time of the mailing of such letter or report.

A stockholder's notice to the Secretary shall set forth as to each matter
proposed to be brought before an Annual Meeting: (i) a brief description of the
business the stockholder desires to bring before such Annual Meeting and the
reasons for conducting such business at such Annual Meeting; (ii) the name and
address, as they appear on the Corporation's stock transfer books, of the
stockholder proposing such business; (iii) the class and number of shares of the
Corporation's capital stock beneficially owned by the stockholder proposing such
business; (iv) the names and addresses of the beneficial owners, if any, of any
capital stock of the Corporation registered in such stockholder's name on such
books, and the class and number of shares of the Corporation's capital stock
beneficially owned by such beneficial owners; (v) the names and addresses of
other stockholders known by the stockholder proposing such business to support
such proposal,

<PAGE>

and the class and number of shares of the Corporation's capital stock
beneficially owned by such other stockholders; and (vi) any material interest of
the stockholder proposing to bring such business before such meeting (or any
other stockholders known to be supporting such proposal) in such proposal.

If the Board of Directors or a designated committee thereof determines
that any stockholder proposal was not made in a timely fashion in accordance
with the provisions of this Section 2 or that the information provided in a
stockholder's notice does not satisfy the information requirements of this
Section 2 in any material respect, such proposal shall not be presented for
action at the Annual Meeting in question. If neither the Board of Directors nor
such committee makes a determination as to the validity of any stockholder
proposal in the manner set forth above, the presiding officer of the Annual
Meeting shall determine whether the stockholder proposal was made in accordance
with the terms of this Section 2. If the presiding officer determines that any
stockholder proposal was not made in a timely fashion in accordance with the
provisions of this Section 2 or that the information provided in a stockholder's
notice does not satisfy the information requirements of this Section 2 in any
material respect, such proposal shall not be presented for action at the Annual
Meeting in question. If the Board of Directors, a designated committee thereof
or the presiding officer determines that a stockholder proposal was made in
accordance with the requirements of this Section 2, the presiding officer shall
so declare at the Annual Meeting and ballots shall be provided for use at the
meeting with respect to such proposal.

Notwithstanding the foregoing provisions of these By-Laws, a stockholder
shall also comply with all applicable requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the rules and regulations
promulgated thereunder with respect to the matters set forth in these By-Laws,
and nothing in these By-Laws shall be deemed to affect any rights of
stockholders to request inclusion of proposals in the Corporation's proxy
statement pursuant to the Exchange Act and the rules and regulations promulgated
thereunder.

SECTION 3. Special Meetings. Except as otherwise required by law and
subject to the rights, if any, of the holders of any series of Preferred Stock,
special meetings of the stockholders of the Corporation may be called by (i) the
Chairman of the Board of Directors, (ii) the President or (iii) the Board of
Directors pursuant to a resolution approved by the affirmative vote of a
majority of the Directors then in office.

SECTION 4. Matters to be Considered at Special Meetings. Only those
matters set forth in the notice of the special meeting may be considered or
acted upon at a special meeting of stockholders of the Corporation, unless
otherwise provided by law.

<PAGE>

SECTION 5. Notice of Meetings; Adjournments. A written notice of all
Annual Meetings stating the hour, date and place of such Annual Meetings shall
be given by the Secretary or an Assistant Secretary (or other person authorized
by these By-Laws or by law) not less than ten days nor more than 60 days before
the Annual Meeting, to each stockholder entitled to vote thereat and to each
stockholder who, by law or under the Amended and Restated Certificate of
Incorporation of the Corporation (as the same may hereafter be amended and/or
restated, the "Certificate") or under these By-Laws, is entitled to such notice,
by delivering such notice to him or by mailing it, postage prepaid, addressed to
such stockholder at the address of such stockholder as it appears on the
Corporation's stock transfer books. Such notice shall be deemed to be delivered
when hand delivered to such address or deposited in the mail so addressed, with
postage prepaid.

Notice of all special meetings of stockholders shall be given in the same
manner as provided for Annual Meetings, except that the written notice of all
special meetings shall state the purpose or purposes for which the meeting has
been called.

Notice of an Annual Meeting or special meeting of stockholders need not be
given to a stockholder if a written waiver of notice is signed before or after
such meeting by such stockholder or if such stockholder attends such meeting,
unless such attendance was for the express purpose of objecting at the beginning
of the meeting to the transaction of any business because the meeting was not
lawfully called or convened. Neither the business to be transacted at, nor the
purpose of, any Annual Meeting or special meeting of stockholders needs be
specified in any written waiver of notice.

The Board of Directors may postpone and reschedule any previously
scheduled Annual Meeting or special meeting of stockholders and any record date
with respect thereto, regardless of whether any notice or public disclosure with
respect to any such meeting has been sent or made pursuant to Section 2 of this
Article I or Section 3 of Article II hereof or otherwise. In no event shall the
public announcement of an adjournment, postponement or rescheduling of any
previously scheduled meeting of stockholders commence a new time period for the
giving of a stockholder's notice under Section 2 of Article I and Section 3 of
Article II of these By-Laws.

When any meeting is convened, the presiding officer may adjourn the
meeting if (a) no quorum is present for the transaction of business, (b) the
Board of Directors determines that adjournment is necessary or appropriate to
enable the stockholders to consider fully information which the Board of
Directors determines has not been made sufficiently or timely available to
stockholders, or (c) the Board of Directors determines that adjournment is
otherwise in the best interests of the Corporation. When any Annual Meeting or
special meeting of stockholders is adjourned to another hour, date or place,

<PAGE>

notice need not be given of the adjourned meeting other than an announcement at
the meeting at which the adjournment is taken of the hour, date and place to
which the meeting is adjourned; provided, however, that if the adjournment is
for more than 30 days, or if after the adjournment a new record date is fixed
for the adjourned meeting, notice of the adjourned meeting shall be given in
accordance with these By-Laws to each stockholder of record entitled to vote
thereat and each stockholder who, by law or under the Certificate or these
By-Laws, is entitled to such notice.

SECTION 6. Quorum. The holders of shares of voting stock representing a
majority of the voting power of the outstanding shares of voting stock issued,
outstanding and entitled to vote at a meeting of stockholders, represented in
person or by proxy at such meeting, shall constitute a quorum; but if less than
a quorum is present at a meeting, the holders of voting stock representing a
majority of the voting power present at the meeting or the presiding officer may
adjourn the meeting from time to time, and the meeting may be held as adjourned
without further notice, except as provided in Section 5 of this Article I. At
such adjourned meeting at which a quorum is present, any business may be
transacted which might have been transacted at the meeting as originally
noticed. The stockholders present at a duly constituted meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
stockholders to leave less than a quorum.

SECTION 7. Voting and Proxies. Unless otherwise provided by law, every
holder of record of shares of stock entitled to vote at a meeting of
stockholders shall be entitled to the number of votes his or her shares are
entitled to pursuant to the Certificate that are outstanding in the name of such
holder on the books of the Corporation at the close of business on such record
date. No vote of the stockholders need to be taken by written ballot, unless
otherwise required by law or these By-Laws or by action of the Board of
Directors.

Stockholders may vote either in person or by written proxy, but no proxy
shall be voted or acted upon after three years from its date, unless the proxy
provides for a longer period. Proxies shall be filed with the Secretary of the
meeting before being voted. Except as otherwise limited therein or as otherwise
provided by law, proxies shall entitle the persons authorized thereby to vote at
any adjournment of such meeting, but they shall not be valid after final
adjournment of such meeting. A proxy with respect to stock held in the name of
two or more persons shall be valid if executed by or on behalf of any one of
them unless at or prior to the exercise of the proxy the Corporation receives a
specific written notice to the contrary from any one of them. A proxy purporting
to the executed by or on behalf of a stockholder shall be deemed valid, and the
burden of providing invalidity shall rest on the challenger. A stockholder may
authorize a valid proxy by executing a written instrument signed by such
stockholder, or by causing his or her

<PAGE>

signature to be affixed to such writing by any reasonable means including, but
not limited to, by facsimile signature, or by transmitting or authorizing the
transmission of a telegram, cablegram or other means of electronic transmission
to the person designated as the holder of the proxy, a proxy solicitation firm
or a like authorized agent. A stockholder may revoke any proxy which is not
irrevocable by attending the meeting and voting in person or by filing an
instrument in writing revoking the proxy or by filing another duly executed
proxy bearing a later date with the Secretary. Proxies by telegram, cablegram or
other electronic transmission must either set forth or be submitted with
information from which it can be determined that the telegram, cablegram or
other electronic transmission was authorized by the stockholder. Any copy,
facsimile telecommunication or other reliable reproduction of a writing or
transmission created pursuant to this Section 7 may be substituted or used in
lieu of the original writing or transmission for any and all purposes for which
the original writing or transmission could be used, provided that such copy,
facsimile telecommunication or other reproduction shall be a complete
reproduction of the entire original writing or transmission.

SECTION 8. Action at Meeting. When a quorum is present, any matter before
any meeting of stockholders shall be decided by the vote of a majority of the
voting power of shares of voting stock, present in person or represented by
proxy at such meeting and entitled to vote on such matter, expect where a larger
vote is required by law, by the Certificate or by these By-Laws. Any election by
stockholders shall be determined by a plurality of the votes cast, except where
a larger vote is required by law, by the Certificate or by these By-Laws. The
Corporation shall not directly or indirectly vote any shares of its own stock;
provided, however, that the Corporation may vote shares which it holds in a
fiduciary capacity to the extent permitted by law.

SECTION 9. Stockholder Lists. The Secretary or an Assistant Secretary (or
the Corporation's transfer agent or other person authorized by these By-Laws or
by law) shall prepare and make, at least ten days before every Annual Meeting or
special meeting of stockholders, a complete list of the stockholders entitled to
vote at the meeting, arranged in alphabetical order, and showing the address of
each stockholder and the number of shares registered in the name of each
stockholder. Such list shall be open to the examination of any stockholder, for
any purpose germane to the meeting, during ordinary business hours, for a period
of at least ten days prior to the meeting, either at a place within the city
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or, if not so specified, at the place where the meeting is to be
held. The list shall also be produced and kept at the hour, date and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

SECTION 10. Presiding Officer. The Chairman of the Board, if one is
elected, or if not elected or in his or her absence or disability, the
President, or in the absence or

<PAGE>

disability of the Chairman and the President, a presiding officer chosen by a
majority of the stockholders present in person or by proxy, shall preside at all
Annual Meetings or special meetings of stockholders and shall have the power,
among other things, to adjourn such meeting at any time and from time to time,
subject to Sections 5 and 6 of this Article I. The order of business and all
other matters of procedure at any meeting of the stockholders shall be
determined by the presiding officer.

SECTION 11. Voting Procedures and Inspectors of Elections. The Board of
Directors shall, in advance of any meeting of stockholders, appoint one or more
inspectors to act at the meeting and make a written report thereof. The Board of
Directors may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a
meeting of stockholders, the presiding officer shall appoint one or more
inspectors to act at the meeting. Any inspector may, but need not, be an
officer, employee or agent of the Corporation. Each inspector, before entering
upon the discharge of his or her duties, shall take and sign an oath faithfully
to execute the duties of inspector with strict impartiality and according to the
best of his or her ability. The inspectors shall perform such duties as are
required by the General Corporation Law of the State of Delaware, as amended
from time to time (the "DGCL"), including the counting of all votes and ballots.
The inspectors may appoint or retain other persons or entities to assist in the
performance of the duties of the inspectors. The presiding officer may review
all determinations made by the inspector(s), and in so doing the presiding
officer shall be entitled to exercise his or her sole judgment and discretion
and he or she shall not be bound by any determinations made by the inspector(s).
All determinations by the inspector(s) and, if applicable, the presiding officer
shall be subject to further review by any court of competent jurisdiction.

ARTICLE II

Directors

SECTION 1. Powers. Except as otherwise provided by the Certificate or
required by law, the business and affairs of the Corporation shall be managed by
or under the direction of the Board of Directors and the Board of Directors may
exercise all powers of the Corporation.

SECTION 2. Number and Terms. The number of Directors of the Corporation
shall be fixed by resolution duly adopted from time to time by the Board of
Directors or by a vote of the stockholders duly adopted at the Annual Meeting or
any special meeting called for that purpose. Expect as otherwise provided by
law, the Certificate or these

<PAGE>

By-laws, Directors shall hold office until their successors are elected and
qualified or until their earlier resignation or removal.

SECTION 3. Director Nominations. Nominations of candidates for election as
Directors of the Corporation at any Annual Meeting may be made only (a) by, or
at the direction of, a majority of the Board of Directors or a Nominating
Committee thereof, if one has been appointed or (b) by any holder of record
(both as of the time notice of such nomination is given by the stockholder as
set forth below and as of the record date for the Annual Meeting in question) of
any shares of the capital stock of the Corporation entitled to vote at such
Annual Meeting who complies with the timing, informational and other
requirements set forth in this Section 3. Any stockholder who has complied with
the timing, informational and other requirements set forth in this Section 3 and
who seeks to make such a nomination, or his, her or its representative, must be
present in person at the Annual Meeting. Only persons nominated in accordance
with the procedures set forth in this Section 3 shall be eligible for election
as Directors at an Annual Meeting.

Nominations, other than those made by, or at the direction of, the Board
of Directors or such Nominating Committee, shall be made pursuant to timely
notice in writing to the Secretary of the Corporation as set forth in this
Section 3. For the first Annual Meeting, a stockholder's notice shall be timely
if delivered to, or mailed to and received by, the Corporation at its principle
executive office not later than the close of business on the later of (A) the
75th day prior to the scheduled date of such Annual Meeting or (B) the 15th day
following the day on which public announcement of the date of such Annual
Meeting is first made by the Corporation. For all subsequent Annual Meetings, a
stockholder's notice shall be timely if delivered to, or mailed to and received
by, the Corporation at its principal executive office not less than 75 days nor
more than 120 days prior to the anniversary date of the immediately preceding
Annual Meeting (the "Anniversary Date") and in any event at least 45 days before
the first anniversary of the date on which the Corporation first mailed its
proxy materials for the prior year's Annual Meeting; provided, however, that in
the event the Annual Meeting is scheduled to be held on a date more than 30 days
before the Anniversary Date or more than 60 days after the Anniversary Date, a
stockholder's notice shall be timely if delivered to, or mailed and received by,
the Corporation at its principal executive office not later than the close of
business on the later of (i) the 75th day prior to the scheduled date of such
Annual Meeting or (ii) the 15th day following the day on which public
announcement of the date of such Annual Meeting is first made by the
Corporation.

A stockholder's notice to the Secretary shall set forth as to each person
whom the stockholder proposes to nominate for election or re-election as a
Director: (i) the name, age, business address and residence address of such
person; (ii) the principal occupation or employment of such person; (iii) the
class and number of shares of the Corporation's

<PAGE>

capital stock which are beneficially owned by such person on the date of such
stockholder notice; and (iv) the consent of each nominee to serve as a Director
if elected. A stockholder's notice to the Secretary shall further set forth as
to the stockholder giving such notice: (i) the name and address, as they appear
on the Corporation's stock transfer books, of such stockholder and of the
beneficial owners (if any) of the Corporation's capital stock registered in such
stockholder's name and the name and address of other stockholders known by such
stockholder to be supporting such nominee(s); (ii) the class and number of
shares of the Corporation's capital stock which are held of record, beneficially
owned or represented by proxy by such stockholder and by any other stockholders
known by such stockholder to be supporting such nominee(s) on the record date
for the Annual Meeting in question (if such date shall then have been made
publicly available) and on the date of such stockholder' notice; and (iii) a
description of all arrangements or understandings between such stockholder and
each nominee and any other person or persons (naming such person or persons)
pursuant to which the nomination or nominations are to be made by such
stockholder.

If the Board of Directors or a designated committee thereof determines
that any stockholder nomination was not made in accordance with the terms of
this Section 3 or that the information provided in a stockholder's notice does
not satisfy the informational requirements of this Section 3 in any material
respect, such nomination shall not be considered at the Annual Meeting in
question. If neither the Board of Directors nor such committee makes a
determination as to whether a nomination was made in accordance with the
provisions of this Section 3, the presiding officer of the Annual Meeting shall
determine whether a nomination was made in accordance with such provisions. If
the presiding officer determines that any stockholder nomination was not made in
accordance with the terms of this Section 3 or that the information provided in
a stockholder's notice does not satisfy the informational requirements of this
Section 3 in any material respect, such nomination shall not be considered at
the Annual Meeting in question. If the Board of Directors, a designated
committee thereof or the presiding officer determines that a nomination was made
in accordance with the terms of this Section 3, the presiding officer shall so
declare at the Annual Meeting and ballots shall be provided for use at the
meeting with respect to such nominee.

Notwithstanding anything to the contrary in the second paragraph of this
Section 3, in the event that the number of Directors to be elected to the Board
of Directors of the Corporation is increased and there is no public announcement
by the corporation naming all of the nominees for Director or specifying the
size of the increased Board of Directors at least 75 days prior to the
Anniversary Date, a stockholder's notice required by this Section 3 shall also
be considered timely, but only with respect to nominees for any new positions
created by such increase, if such notice shall be delivered to, or mailed to and
received by, the Corporation at its principal executive office not later

<PAGE>

than the close of business on the 15th day following the day on which such
public announcement is first made by the Corporation.

No person shall be elected by the stockholders as a Director of the
Corporation unless nominated in accordance with the procedures set forth in this
Section 3. Election of Directors at the annual meeting need not be by written
ballot, unless otherwise provided by the Board of Directors or presiding officer
at such annual meeting. If written ballots are to be used, ballots bearing the
names of all the persons who have been nominated for election as Directors at
the annual meeting in accordance with the procedures set forth in this Section
shall be provided for use at the annual meeting.

SECTION 4. Qualification. No Director need be a stockholder of the
Corporation.

SECTION 5. Vacancies. Subject to the rights, if any, of the holders of any
series of Preferred Stock to elect Directors and to fill vacancies in the Board
of Directors relating thereto, any and all vacancies in the Board of Directors,
however occurring, including, without limitation, by reason of an increase in
size of the Board of Directors, or the death, resignation, disqualification or
removal of a Director, shall be filled solely by the affirmative vote of a
majority of the remaining Directors then in office, even if less than a quorum
of the Board of Directors. Any Director appointed in accordance with the
preceding sentence shall hold office until such Director's successor shall have
been duly elected and qualified or until his or her earlier resignation or
removal. In the event of a vacancy in the Board of Directors, the remaining
Directors, except as otherwise provided by law, may exercise the powers of the
full Board of Directors until the vacancy is filled.

SECTION 6. Removal; Resignation. (a) Directors may be removed from office
in the manner provided in the Certificate.

(b) Any Director may resign by delivering his or her written resignation
to the Chairman of the Board, if one is elected, the President or the Secretary.
Such resignation shall be effective upon delivery unless it is specified to be
effective at some other time or upon the happening of some other event.

SECTION 7. Chairman of the Board. The Chairman of the Board, if one is
elected, shall preside, when present, at all meetings of the stockholders and of
the Board of Directors. The Chairman of the Board shall have such other powers
and shall perform such other duties as the Board of Directors may from time to
time designate.

SECTION 8. Regular Annual Meetings. The regular annual meeting of the
Board of Directors shall be held, without notice, on the same date and at the
same place as

<PAGE>

the Annual Meeting following the close of such meeting of stockholders. Other
regular meetings of the Board of Directors may be held at such hour, date and
place as the Board of Directors may be resolution from time to time determine
without notice other than such resolution.

SECTION 9. Special Meetings. Special meetings of the Board of Directors
may be called, orally or in writing, by or at the request of a majority of the
Directors, the Chairman of the Board, if one is elected, or the President. The
person calling any such special meeting of the Board of Directors may fix the
hour, date and place thereof.

SECTION 10. Notice of Meetings. Notice of the hour, date and place of all
special meetings of the Board of Directors shall be given to each Director by
the Secretary or an Assistant Secretary, or in case of the death, absence,
incapacity or refusal of such persons, by the Chairman of the Board, if one is
elected, or the President or such other officer designated by the Chairman of
the Board, if one is elected, or the President. Notice of any special meeting of
the Board of Directors shall be given to each Director in person, by telephone,
or by telex, telecopy, telegram, or other written form of electronic
communication, sent to his or her business or home address, at least 24 hours in
advance of the meeting or by written notice mailed to his or her business or
home address, at least 48 hours in advance of the meeting. Such notice shall be
deemed to be delivered when hand delivered to such address, read to such
Director by telephone, deposited in the mail so addressed, with postage thereon
prepaid if mailed, dispatched or transmitted if telexed or telecopied, or when
delivered to the telegraph company if sent by telegram.

When any Board of Directors meeting, either regular or special, is
adjourned for 30 days or more, notice of the adjourned meeting shall be given as
in the case of an original meeting. It shall not be necessary to give any notice
of the hour, date or place of any meeting adjourned for less than 30 days or of
the business to be transacted thereat, other than an announcement at the meeting
at which such adjournment is taken of the hour, date and place to which the
meeting is adjourned.

A written waiver of notice signed before or after a meeting by a Director
and filed with the records of the meeting shall be deemed to be equivalent to
notice of the meeting. The attendance of a Director at a meeting shall
constitute a waiver of notice of such meeting, except where a Director attends a
meeting for the express purpose of objecting at the beginning of the meeting to
the transaction of any business because such meeting is not lawfully called or
convened. Except as otherwise required by law, by the Certificate or by these
By-Laws, neither the business to be transacted at, nor the purpose of, any
meeting of the Board of Directors need be specified in the notice of waiver of
notice of such meeting.

<PAGE>

SECTION 11. Quorum. At any meeting of the Board of Directors, a majority
of the Directors then in office shall constitute quorum for the transaction of
business, but if less than a quorum is present at a meeting, a majority of the
Directors present may adjourn the meeting from time to time, and the meeting may
be held as adjourned without further notice, except as provided in Section 10 of
this Article II. Any business which might have been transacted at the meeting as
originally noticed may be transacted at such adjourned meeting at which a quorum
is present.

SECTION 12. Action at Meeting. At any meeting of the Board of Directors at
which a quorum is present, a majority of the Directors present may take any
action on behalf of the Board of Directors, unless otherwise required by law, by
the Certificate or by these By-Laws.

SECTION 13. Action by Consent. Any action required or permitted to be
taken at any meeting of the Board of Directors may be taken without a meeting if
all members of the Board of Directors consent thereto in writing. Such written
consent shall be filed with the records of the meetings of the Board of
Directors and shall be treated for all purposes as a vote at a meeting of the
Board of Directors.

SECTION 14. Manner of Participation. (a) To the extent consistent with
applicable law, the Certificate and these By-Laws, the Board of Directors may
adopt such rules and regulations for the conduct of meetings of the Board of
Directors as it may deem appropriate.

(b) Directors may participate in meetings of the Board of Directors by
means of conference telephone or similar communications equipment by means of
which all Directors participating in the meeting can hear each other, and
participation in a meeting in accordance herewith shall constitute presence in
person at such meeting for purposes of these By-Laws.

SECTION 15. Committee. The Board of Directors may designate from its
number one or more committees, including, without limitation, an Executive
Committee, a Compensation Committee, a Nominating Committee and an Audit
Committee, consisting of such number of Directors as from time to time it may
fix. The Board of Directors may delegate thereto some or all of its powers
except those which by law, by the Certificate or by these By-Laws may not be
delegated. Except as the Board of Directors may otherwise determine, any such
committee may make rules for the conduct of its business, but unless otherwise
provided by the Board of Directors or in such rules, its business shall be
conducted so far as possible in the same manner as is provided by these By-Laws
for the Board of Directors. All members of such committees shall hold such
offices at the pleasure of the Board of Directors. Thereafter, members of each
such Committee may be

<PAGE>

designated at the annual meeting of the Board of Directors. Each member of any
such Committee shall hold office until his or her successor shall have been
designated or until he or she shall cease to be a Director, or until his or her
earlier death, resignation or removal (whether as a Director or as a member of
such Committee by the Board of Directors). Any Committee to which the Board of
Directors delegates any of its powers or duties shall keep minutes of its
meetings and shall report such proceedings to the Board of Directors at the
meeting of the Board of Directors next following any such proceedings. The Board
of Directors shall have power to rescind any action of any committee, to the
extent permitted by law, but no such rescission shall have retroactive effect.
Any such Committee may be abolished or re-designated from time to time by the
Board of Directors.

SECTION 16. Compensation of Directors. Directors shall receive such
compensation for their services as shall be determined by a majority of the
Board of Directors; provided that Directors who are employees of the Corporation
and who receive compensation for their services as employees, shall not receive
any salary or other compensation for their services as Directors of the
Corporation.

SECTION 17. Reliance on Accounts and Reports, etc. A Director, or a member
of any Committee designated by the Board of Directors, shall, in the performance
of his or her duties, be fully protected in relying in good faith upon the
records of the Corporation and upon information, opinions, reports or statements
presented to the Corporation by any of the Corporation's officers or employees,
or Committees designated by the Board of Directors, or by any other person as to
the matters the member reasonably believes are within such other person's
professional or expert competence and who has been selected with reasonable care
by or on behalf of the Corporation.

ARTICLE III

Officers

SECTION 1. Enumeration. The officers of the Corporation shall consist of a
President, a Treasurer, a Secretary and such other officers, including, without
limitation, the Chairman of the Board of Directors and one or more Vice
Presidents (including Executive Vice Presidents or Senior Vice Presidents),
Assistant Vice Presidents, Assistant Treasurers and Assistant Secretaries, as
the Board of Directors may determine.

SECTION 2. Appointment. At the regular annual meeting of the Board
following the annual meeting of stockholders, the Board of Directors shall
appoint the

<PAGE>

President, the Treasurer and the Secretary. Other officers may be appointed by
the Board of Directors at such regular annual meeting of the Board of Directors
or at any other regular or special meeting of the Board of Directors.

SECTION 3. Qualification. No officer need be a stockholder or a Director.
Any person may occupy more than one office of the Corporation at any time. Any
officer may be required by the Board of Directors to give bond for the faithful
performance of his or her duties in such amount and with such sureties as the
Board of Directors may determine.

SECTION 4. Tenure. Except as otherwise provided by the Certificate or by
these By-Laws, each of the officers of the Corporation shall hold office until
his or her successor is elected and qualified or until his or her earlier
resignation or removal.

SECTION 5. Resignation. Any officer may resign by delivering his or her
written resignation to the Corporation addressed to the President or the
Secretary, and such resignation shall be effective upon receipt unless it is
specified to be effective at some other time or upon the happening of some other
event.

SECTION 6. Removal. Except as otherwise provided by law, the Board of
Directors may remove any officer with or without cause by the affirmative vote
of a majority of the Directors then in office.

SECTION 7. Absence or Disability. In the event of the absence or
disability of any officer, the Board of Directors may designate another officer
to act temporarily in place of such absent or disabled officer.

SECTION 8. Vacancies. Any vacancy in any office, whether occurring by
death, resignation, removal or otherwise, shall be filled by the Board of
Directors.

SECTION 9. President. Unless otherwise provided by the Board of Directors
or the Certificate, the President shall be the Chief Executive Officer of the
Corporation and shall, subject to the direction of the Board of Directors, have
general supervision and control of the Corporation's business. If there is no
Chairman of the Board or if he or she is absent, the President shall preside,
when present, at all meetings of stockholders and, if a Director, of the Board
of Directors. The President shall have such other powers and perform such other
duties as the Board of Directors may from time to time designate.

SECTION 10. Vice Presidents and Assistant Vice Presidents. Any Vice
President (including any Executive Vice President or Senior Vice President) and
any

<PAGE>

Assistant Vice President shall have such powers and shall perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

SECTION 11. Treasurer and Assistant Treasurers. The Treasurer shall,
subject to the direction of the Board of Directors and except as the Board of
Directors or the Chief Executive Officer may otherwise provide, have general
charge of the financial affairs of the Corporation and shall cause to be kept
accurate books of account. The Treasurer shall have custody of all funds,
securities, and valuable documents of the Corporation. He or she shall have such
other duties and powers as may be designated from time to time by the Board of
Directors or the Chief Executive Officer.

Any Assistant Treasurer shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

SECTION 12. Secretary and Assistant Secretaries. The Secretary shall
record all the proceedings of the meetings of the stockholders and the Board of
Directors (including committees of the Board) in books kept for that purpose. In
his or her absence from any such meeting, a temporary secretary chosen at the
meeting shall record the proceedings thereof. The Secretary shall have charge of
the stock ledger (which may, however, be kept by any transfer or other agent of
the Corporation). The Secretary shall have custody of the seal of the
Corporation, and the Secretary, or an Assistant Secretary, shall have authority
to affix it to any instrument requiring it, and, when so affixed, the seal may
be attested by his or her signature or that of an Assistant Secretary. The
Secretary shall have such other duties and powers as may be designated from time
to time by the Board of Directors or the Chief Executive Officer. In the absence
of the Secretary, any Assistant Secretary may perform his or her duties and
responsibilities.

Any Assistant Secretary shall have such powers and perform such duties as
the Board of Directors or the Chief Executive Officer may from time to time
designate.

SECTION 13. Additional Officers. The Board of Directors may appoint such
other officers and agents as it may deem appropriate, and such other officers
and agents shall hold their offices for such terms and shall exercise such
powers and perform such duties as may be determined from time to time by the
Board of Directors. The Board of Directors from time to time may delegate to any
officer or agent the power to appoint subordinate officers or agents and to
prescribe their respective rights, terms of office, authorities and duties. Any
such officer or agent may remove any such subordinate officer or Agent appointed
by him or her, for or without cause.

SECTION 14. Powers and Duties. Subject to these By-Laws and to such
limitations as the Board of Directors may from time to time prescribe, the
officers of the

<PAGE>

Corporation shall each have such powers and duties as generally pertain to their
respective officers, as well as such powers and duties as from time to time may
be conferred by the Board of Directors or the Chief Executive Officer or as may
be required by law.

ARTICLE IV

Capital Stock

SECTION 1. Certificates of Stock. Each stockholder shall be entitled to a
certificate of the capital stock of the Corporation in such form as may from
time to time be prescribed by the Board of Directors. Such certificate shall be
signed by the Chairman of the Board of Directors, the President or a Vice
President and by the Treasurer or an Assistant Treasurer or the Secretary or an
Assistant Secretary. The Board of Directors may appoint one or more transfer
agents and one or more registrars, and may require all certificates representing
shares to bear the signature of any such transfer agents or registrars. The
Corporation seal and the signatures by Corporation officers, the transfer agent
or the registrar may be facsimiles. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed on such
certificate shall have ceased to be such officer, transfer agent or registrar
before such certificate is issued, it may be issued by the Corporation with the
same effect as if he or she were such officer, transfer agent or registrar at
the time of its issue. Every certificate for shares of stock which are subject
to any restriction on transfer and every certificate issued when the Corporation
is authorized to issue more than one class or series of stock shall contain such
legend with respect thereto as is required by law.

SECTION 2. Transfers. Subject to any restrictions on transfer and unless
otherwise provided by the Board of Directors, shares of stock may be transferred
only on the books of the Corporation by the surrender to the Corporation or its
transfer agent of the certificate theretofore properly endorsed or accompanied
by a written assignment or power of attorney properly executed, with transfer
stamps (if necessary) affixed, and with such proof of the authenticity of
signature as the Corporation or its transfer agent may reasonably require.
Subject to the provisions of the Certificate and these By-Laws, the Board of
Directors may prescribe such additional rules and regulations as it may deem
appropriate relating to the issue, transfer and registration of shares of the
Corporation.

SECTION 3. Record Holders. Except as may otherwise be required by law, by
the Certificate or by these By-Laws, the Corporation shall be entitled to treat
the record holder of stock as shown on its books as the owner of such stock for
all purposes, including the payment of dividends and the right to vote with
respect thereto, regardless of

<PAGE>

any transfer, pledge or other disposition of such stock, until the shares have
been transferred on the books of the Corporation in accordance with requirements
of these ByLaws.

It shall be the duty of each stockholder to notify the Corporation of his
or her post office address and any changes thereto.

SECTION 4. Record Date. In order that the Corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the Board of Directors may fix a record date, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted by the Board of Directors, and which record date: (a) in the case of
determination of stockholders entitled to notice of or to vote at any meeting of
stockholders, shall, unless otherwise required by law, not be more than 60 nor
less than ten days before the date of such meeting; and (b) in the case of any
other action, shall not be more than 60 days prior to such other action. If no
record date is fixed: (i) the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; and (ii) the record date for determining stockholders
for any other purpose shall be at the close of business on the day on which the
Board of Directors adopts the resolution relating thereto.

SECTION 5. Registered Stockholders. Prior to due surrender of a
certificate for registration of transfer, the Corporation may treat the
registered owner as the person exclusively entitled to receive dividends and
other distributions, to vote, to receive notice and otherwise to exercise all
the rights and powers of the owner of the shares represented by such
certificate, and the Corporation shall not be bound to recognize any equitable
or legal claim to or interest in such shares on the part of any other person,
whether or not the Corporation shall have notice of such claim or interests.

SECTION 6. Replacement of Certificates. In case of the alleged loss,
destruction or mutilation of a certificate of stock, a duplicate certificate may
be issued in place thereof, upon such terms as the Board of Directors may
prescribe.

<PAGE>

ARTICLE V

Indemnification

SECTION 1. Definitions. For purposes of this Article: (a) "Officer" means
any person who serves or has served as a Director or officer of the Corporation
or in any other office filled by election or appointment by the stockholders or
the Board of Directors of the Corporation and any heirs, executors,
administrators or personal representatives of such person; (b) "Non-Officer
Employee" means any person who serves or has served as an employee of the
Corporation, but who is not or was not an Officer, and any heirs, executors,
administrators or personal representatives of such person; (c) "Proceeding"
means any threatened, pending, or completed action, suit or proceeding (or part
thereof), including by or in the right of the Corporation, and whether civil,
criminal, administrative, arbitrative or investigative, any appeal of such an
action, suit or proceeding, and any inquiry or investigation which could lead to
such an action, suit, or proceeding; and (d) "Expenses" means any liability
fixed by a judgement, order, decree or award in a Proceeding, any amount
reasonably paid in settlement of a Proceeding and any professional fees and
other expenses and disbursements reasonably incurred in a Proceeding or in
settlement of a Proceeding, including fines, taxes and penalties relating
thereto.

SECTION 2. Officers. Except as provided in Section 4 of this Article V,
each Officer of the Corporation shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the DGCL, as the same exists or
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader rights
than said law permitted the Corporation to provide prior to such amendment)
against any and all Expenses incurred by such Officer in connection with any
Proceeding in which such Officer is involved as a result of serving or having
served (a) as an Officer or employee of the Corporation, (b) as a Director,
officer or employee of any subsidiary of the Corporation, or (c) in any capacity
with any other corporation, organization, partnership, joint venture, trust or
other entity at the written request or direction of the Corporation, including
service with respect to employee or other benefit plans, and shall continue as
an Officer after he or she has ceased to be an Officer and shall inure to the
benefit of his or her heirs, executors, administrators and personal
representatives; provided, however, that the Corporation shall indemnify any
such Officer seeking indemnification in connection with a Proceeding initiated
by such Officer only if such Proceeding was authorized by the Board of Directors
of the Corporation.

SECTION 3. Non-Officer Employees. Except as provided in Section 4 of this
Article V, each Non-Officer Employee of the Corporation may, in the discretion
of the

<PAGE>

Board of Directors, be indemnified by the Corporation to the fullest extent
authorized by the DGCL, as the same exists or may hereafter be amended (but, in
the case of any such amendment, only to the extent that such amendment permits
the Corporation to provide broader rights than said law permitted the
Corporation to provide prior to such amendment) against any or all Expenses
incurred by such Non-Officer Employee in connection with any Proceeding in which
such Non-Officer Employee is involved as a result of serving or having served
(a) as a Non-Officer Employee of the Corporation, (b) as a Director, officer or
employee of any subsidiary of the Corporation, or (c) any capacity with any
other corporation, organization, partnership, joint venture, trust or other
entity at the request or direction of the Corporation, including service with
respect to employee or other benefit plans, and shall continue as to a
Non-Officer Employee after he or she has ceased to be a Non-Officer Employee and
shall inure to the benefit of their other heirs, personal representatives,
executors and administrators; provided, however, that the Corporation may
indemnify and such Non-Officer Employee seeking indemnification in connection
with a proceeding initiated by such Non-Officer Employee only if such Proceeding
was authorized by the Board of Directors of the Corporation.

SECTION 4. Good Faith. No indemnification shall be provided pursuant to
this Article V to an Officer or to a Non-Officer Employee with respect to a
matter as to which such person shall have been finally adjudicated in any
Proceeding not to have acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Corporation. In
the event that a Proceeding is compromised or settled prior to final
adjudication so as to impose any liability or obligation upon an Officer or
Non-Officer Employee, no indemnification shall be provided pursuant to this
Article V to said Officer or Non-Officer Employee with respect to a matter if
there be a determination that with respect to such matter such person did not
act in good faith and in a manner he or she reasonably believed to be in, or not
opposed to, the best interest of the Corporation. Unless ordered by a court, the
determination contemplated by the preceding sentence shall be made with respect
to a person who is an Officer at the time of such determination (1) by a
majority vote of the Directors who are not parties to such Proceeding (the
"Disinterested Directors"), even though less than a quorum, or (2) by a majority
vote of a committee of Disinterested Directors designated by majority vote of
Disinterested Directors, even though less than a quorum, or (3) if there are no
Disinterested Directors or if the Disinterested Directors so direct, by
independent legal counsel chosen by the Board of Directors in a written opinion,
or (4) by the stockholders.

SECTION 5. Successful Defense. Notwithstanding anything in Section 4 of
this Article V, to the extent that an Officer or Non-Officer Employee of the
Corporation has been successful on the merits or otherwise in defense of any
Proceeding or in defense of any claim, issue or matter therein, he or she shall
be indemnified against expenses

<PAGE>

(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.

SECTION 6. Prior to Final Disposition. Unless otherwise determined by (i)
the Board of Directors, (ii) if more than half of the Directors are involved in
a Proceeding, by a majority vote of a committee of one or more Disinterested
Director(s) chosen in accordance with the procedures specified in Section 4 of
this Article V, or (iii) if directed by the Board of Directors, by independent
legal counsel in a written opinion, any indemnification extended to an Officer
or Non-Officer Employee pursuant to this Article V shall include payment by the
Corporation or a subsidiary of the Corporation of Expenses as the same are
incurred in defending a Proceeding in advance of the final disposition of such
Proceeding upon receipt of an undertaking by such Officer or Non-Officer
Employee seeking indemnification to repay such payment if such Officer or
Non-Officer Employee shall be adjudicated or determined not to be entitled to
indemnification under this Article V.

SECTION 7. Contractual Nature of Rights. The foregoing provisions of this
Article V shall be deemed to be a contract between the Corporation and each
Officer and Non-Officer Employee who serves in such capacity at any time while
this Article V is in effect, and any repeal or modification thereof shall not
affect any rights or obligations then existing with respect to any state of
facts then or theretofore existing or any Proceeding theretofore or thereafter
bought based in whole or in part upon any such state of facts. If a claim for
indemnification or advancement of expenses hereunder by an Officer or
Non-Officer Employee is not paid in full by the Corporation within 60 days after
a written claim for indemnification or documentation of expenses has been
received by the Corporation, such Officer or Non-Officer employee may at any
time thereafter bring suit against the Corporation to recover the unpaid amount
of the claim, and if successful in whole or in part, such officer or non-officer
employee shall also be entitled to be paid the expenses of prosecuting such
claim. The failure of the corporation (including its board of directors or any
committee thereof, independent legal counsel, or stockholders) to make a
determination concerning the permissibility of such indemnification or
advancement of expenses under this Article V shall not be a defense to the
action and shall not create a presumption that such indemnification or advance
is not permissible.

SECTION 8. Non-Exclusivity of Rights. The provisions in respect of
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition set forth in this Article V shall not be
exclusive of any right which any person may have or hereafter acquire under any
statute, provision of the Certificate or these By-Laws, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and as to action in another capacity while holding
office; provided, however, that in the event the provisions of this

<PAGE>

Article V in any respect conflict with the terms of any agreement between the
Corporation or any of its subsidiaries and any person entitled to
indemnification and the payment of expenses under this Article V, then the
provision which is more favorable to the relevant individual shall govern.

SECTION 9. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any Officer or Non-Officer Employee against any
liability of any character asserted again or incurred by the Corporation of any
such Officer or Non-Officer Employee, or arising out of any such status, whether
or not the Corporation would have the power to indemnify such person against
such a liability under the DGCL or the provisions of this Article V.

SECTION 10. Severability. If this Article V or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Director or officer and may
indemnify each employee or agent of the Corporation as to costs, charges and
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement with respect to any action, suit or proceeding, whether civil,
criminal, administrative or investigative, including an action by or in the
right of the Corporation, to the fullest extent permitted by any applicable
portion of this Article V that shall not have been invalidated and to the
fullest extent permitted by applicable law.

ARTICLE VI

Miscellaneous Provisions

SECTION 1. Fiscal Year. Except as otherwise determined by the Board of
Directors, the fiscal year of the Corporation shall end on the last day of
December of each year.

SECTION 2. Seal. The Board of Directors shall have power to adopt and
alter the seal of the Corporation.

SECTION 3. Execution of Instruments. All deeds, leases, transfers,
contracts, bonds, notes and other obligations to be entered into the Corporation
in the ordinary course of its business without Director action may be executed
on behalf of the Corporation by the Chairman of the Board, if one is elected,
the President or the Treasurer or any other officer, employee or agent of the
Corporation as the Board of Directors or Executive Committee may authorize from
time to time.

<PAGE>

SECTION 4. Voting and Transfer of Securities. Unless the Board of
Directors otherwise provides, the Chairman of the Board, if one is elected, the
President or the Treasurer may waive notice of and act on behalf of this
Corporation, or appoint another person or persons to act as proxy or attorney in
fact for this Corporation with or without discretionary power and/or power of
substitution, at any meeting of stockholders or shareholders of any other
corporation or organization, any of whose securities are held by this
Corporation. Unless the Board of Directors otherwise provides, the Chairman of
the Board, if one is elected, the President or the Treasurer or any other
officers such officers designate may sell, transfer, endorse, and assign any
shares of stock, bonds or other securities owned by or held in the name of the
Corporation, and may make, execute and deliver in the name of the Corporation,
under its corporate seal, any instruments that may be appropriate to effect any
such sale, transfer, endorsement or assignment.

SECTION 5. Resident Agent. The Board of Directors may appoint a resident
agent upon whom legal process may be served in any action or proceeding against
the Corporation.

SECTION 6. Corporate Records. The original or attested copies of the
Certificate, By-Laws and records of all meetings of the incorporators,
stockholders and the Board of Directors and the stock transfer books, which
shall contain the names of all stockholders, their record addresses and the
amount of stock held by each, may be kept outside the State of Delaware and
shall be kept at the principal office of the Corporation, at the office of its
counsel or at an office of its transfer agent or at such other place or places
as may be designated from time to time by the Board of Directors.

SECTION 7. Certificate. All references in these By-Laws to the Certificate
shall be deemed to refer to the Amended and Restated Certificate of
Incorporation of the Corporation, as amended and in effect from time to time.

SECTION 8. Amendment of By-Laws. (a) Except as provided otherwise, by law,
these By-Laws may be amended or repealed by the Board of Directors.

(b) These By-Laws may be amended or repealed at any annual meeting of
stockholders, or special meeting of stockholders called for such purpose, by the
affirmative vote of at least two-thirds of the total votes eligible to be cast
on such amendment or repeal by holders of voting stock, voting together as a
single class; provided, however, that if the Board of Directors recommends that
stockholders approve such amendment or repeal at such meeting of stockholders,
such amendment or repeal shall only require the affirmative vote of a majority
of the total votes eligible to be cast on such amendment or repeal by holders of
voting stock, voting together as a single class.

<PAGE>

SECTION 9. Construction. In the event of any conflict between the
provisions of these By-Laws as in effect from time to time and the provisions of
the Certificate as in effect from time to time, the provisions of the
Certificate shall be controlling.

<PAGE>

Exhibit 21.01

Subsidiaries of GenTek Inc.

Subsidiaries of GenTek Inc. after the spinoff of GenTek Inc. from The General
Chemical Group Inc.

General Chemical Corporation (Delaware)
Balcrank Products, Inc. (Delaware)
Defiance, Inc. (Delaware)
Noma Acquisition Corp. (Canada)
Printing Developments Inc. (Delaware)
HMC Patents Holding Co. Inc. (Delaware)
Waterside Urban Development Corp. (New Jersey)
GenTek Canada Holding Inc. (Delaware)
GenTek Canada Holding Ltd. (Canada)
GenTek Canada Performance Chemicals Ltd. (Canada)
Reheis, Inc. (Delaware)
Reheis International, Inc. (Delaware)
Reheis Overseas (Ireland)
Reheis Commercial (Cayman Islands)
Reheis Holdings Inc. (Delaware)
Ilminister Company (Ireland)
Reheis Ireland (Ireland)
Toledo Technologies, Inc. (Delaware)
1279597 Ontario Inc. (Canada)
Sandco Automotive Ltd. (Canada)

<PAGE>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Form 10-K
for the period ended December 31, 1998 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<CIK> 0001077552
<NAME> GenTek Inc.
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> DEC-31-1998
<CASH> 61,310
<SECURITIES> 0
<RECEIVABLES> 64,346
<ALLOWANCES> 3,726
<INVENTORY> 37,619
<CURRENT-ASSETS> 171,869
<PP&E> 350,569
<DEPRECIATION> 154,043
<TOTAL-ASSETS> 536,818
<CURRENT-LIABILITIES> 154,540
<BONDS> 306,729
0
0
<COMMON> 224
<OTHER-SE> (54,920)
<TOTAL-LIABILITY-AND-EQUITY> 536,818
<SALES> 443,919
<TOTAL-REVENUES> 443,919
<CGS> 326,626
<TOTAL-COSTS> 326,626
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 584
<INTEREST-EXPENSE> 14,624
<INCOME-PRETAX> 37,313
<INCOME-TAX> (3,756)
<INCOME-CONTINUING> 41,069
<DISCONTINUED> 10,299
<EXTRAORDINARY> (3,661)
<CHANGES> 0
<NET-INCOME> 47,707
<EPS-PRIMARY> 2.27
<EPS-DILUTED> 2.18

<PAGE>