<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 33-64824
GENERAL CHEMICAL CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 22-2689817
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)
90 EAST HALSEY ROAD
PARSIPPANY, NEW JERSEY 07054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 515-0900
THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION I
(1)(a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED
DISCLOSURE FORMAT.
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [X] NO [ ]
<PAGE>
<PAGE>
GENERAL CHEMICAL CORPORATION
FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 1998
INDEX
-----
PAGE NO.
--------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Statements of Operations - Three Months
and Six Months Ended June 30, 1997 and 1998........................ 1
Consolidated Balance Sheets - December 31, 1997 and
June 30, 1998...................................................... 2
Consolidated Statements of Cash Flows - Six Months
Ended June 30, 1997 and 1998....................................... 3
Notes to the Consolidated Financial Statements...................... 4-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................... 8-9
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings.............................................. 10
Item 6. Exhibits and Reports on Form 8-K............................... 11
SIGNATURES...................................................... 12
EXHIBIT INDEX................................................... 13
EXHIBIT......................................................... 14
<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
GENERAL CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, JUNE 30,
--------------------- ---------------------
1997 1998 1997 1998
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net revenues............................................. $131,107 $149,304 $246,843 $272,845
Cost of sales............................................ 87,695 109,563 170,307 203,791
Selling, general and administrative expense.............. 10,380 13,058 20,820 23,818
-------- -------- -------- --------
Operating profit......................................... 33,032 26,683 55,716 45,236
Interest expense......................................... 5,071 6,606 10,304 12,115
Interest income.......................................... 326 116 790 354
Foreign currency transaction (gains) losses.............. (32) 615 514 443
Other (income) expense, net.............................. 198 256 (311) 257
-------- -------- -------- --------
Income before income taxes, minority interest
and extraordinary item.................................. 28,121 19,322 45,999 32,775
Minority interest........................................ 6,122 3,691 12,342 8,127
-------- -------- -------- --------
Income before income taxes and extraordinary
item.................................................... 21,999 15,631 33,657 24,648
Income tax provision..................................... 8,582 5,987 13,117 9,802
-------- -------- -------- --------
Income before extraordinary item......................... 13,417 9,644 20,540 14,846
Extraordinary item - loss on extinguishment
of debt (net of tax).................................... -- 3,661 -- 3,661
-------- -------- -------- --------
Net income......................................... 13,417 $ 5,983 $ 20,540 $ 11,185
======== ======== ======== ========
</TABLE>
See the accompanying notes to consolidated financial statements.
-1-
<PAGE>
<PAGE>
GENERAL CHEMICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
---- ----
(UNAUDITED)
<S> <C> <C>
Current Assets:
Cash and cash equivalents............................................... $ 9,023 $ 22,945
Receivables, net........................................................ 106,419 112,819
Inventories............................................................. 37,584 49,338
Deferred income taxes................................................... 11,273 8,756
Other current assets.................................................... 1,879 5,072
--------- ---------
Total current assets.................................................. 166,178 198,930
Property, plant and equipment, net......................................... 277,107 305,965
Other assets............................................................... 44,515 87,067
--------- ---------
Total assets.......................................................... $ 487,800 $ 591,962
========= =========
LIABILITIES AND EQUITY (DEFICIT)
Current Liabilities:
Accounts payable........................................................ $ 52,135 $ 54,471
Accrued liabilities..................................................... 58,835 59,501
Income taxes payable.................................................... 1,850 7,461
Current portion of long-term debt....................................... 17,392 51,815
--------- ---------
Total current liabilities............................................. 130,212 173,248
Long-term debt .......................................................... 240,612 282,980
Other liabilities.......................................................... 183,989 184,096
--------- ---------
Total liabilities..................................................... 554,813 640,324
Minority interest.......................................................... 43,301 45,511
--------- ---------
Equity (deficit)
Common stock, $.01 par value
authorized: 1,000 shares
issued and outstanding: 100 shares................................. -- --
Capital deficit......................................................... (176,058) (169,590)
Accumulated other comprehensive income.................................. (2,197) (2,309)
Retained earnings ...................................................... 67,941 78,026
--------- ---------
Total equity (deficit)................................................ (110,314) (93,873)
--------- ---------
Total liabilities and equity (deficit)................................ $ 487,800 $ 591,962
========= =========
</TABLE>
See the accompanying notes to the consolidated financial statements.
-2-
<PAGE>
<PAGE>
GENERAL CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
------------------
1997 1998
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income ............................................................. $ 20,540 $ 11,185
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization....................................... 14,066 17,666
Net loss on disposition of long-term assets......................... 374 227
Loss on extinguishment of debt...................................... -- 6,056
Unrealized exchange loss............................................ 730 444
Restricted unit plan costs ......................................... 576 469
(Increase) decrease in receivables.................................. (22,189) 3,867
(Increase) decrease in inventories.................................. 1,742 (3,489)
(Increase) in other assets.......................................... (2,172) (1,797)
Increase (decrease) in accounts payable............................. 433 (8,588)
(Decrease) in accrued liabilities................................... (356) (3,794)
Increase in income taxes payable.................................... 3,374 5,555
Increase in other liabilities....................................... 1,990 1,185
Increase in minority interest....................................... 2,674 2,210
-------- ---------
Net cash provided by operating activities........................ 21,782 31,196
-------- ---------
Cash flows from investing activities:
Capital expenditures.................................................... (17,452) (15,935)
Acquisition of business, net of cash acquired (Note 3)*................. -- (76,166)
Proceeds from sales or disposals of long-term assets.................... -- 6
-------- ---------
Net cash used for investing activities.......................... (17,452) (92,095)
-------- ---------
Cash flows from financing activities:
Proceeds from long-term debt............................................ -- 362,252
Repayment of long-term debt............................................. (8,696) (292,273)
Capital contribution from parent........................................ -- 6,000
Dividends............................................................... (20,000) (1,100)
-------- ---------
Net cash provided by (used for) financing activities............ (28,696) 74,879
-------- ---------
Effect of exchange rate changes on cash.................................... (41) (58)
-------- ---------
Increase (decrease) in cash and cash equivalents........................... (24,407) 13,922
Cash and cash equivalents at beginning of period........................... 32,742 9,023
-------- ---------
Cash and cash equivalents at end of period................................. $ 8,335 $ 22,945
======== =========
Supplemental information:
Cash paid for income taxes.............................................. $ 9,901 $ 5,804
======== =========
Cash paid for interest.................................................. $ 10,053 $ 10,946
======== =========
* Purchase of business, net of cash acquired
Working capital, other than cash...................................... $ (5,495)
Plant, property and equipment......................................... (31,086)
Other assets.......................................................... (39,585)
Noncurrent liabilities................................................ --
---------
Net cash used to acquire business............................... $ (76,166)
=========
See the accompanying notes to the consolidated financial statements.
-3-
<PAGE>
<PAGE>
GENERAL CHEMICAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited consolidated financial statements include the
accounts of The General Chemical Corporation ('General Chemical' or the
'Company'). These unaudited financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and Exchange
Commission. The financial statements do not include certain information and
footnotes required by generally accepted accounting principles. In the opinion
of management, all adjustments (consisting of normal recurring adjustments)
considered necessary for a fair presentation have been included. Operating
results for the six months ended June 30, 1998 are not necessarily indicative of
the results that may be expected for the year ending December 31, 1998. The
Company's financial statements should be read in conjunction with the financial
statements and the notes thereto included in the Company's Annual Report on Form
10-K for the year ended December 31, 1997.
In 1997, The Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, 'Reporting Comprehensive Income' ('FAS
130') which the Company adopted for both interim and fiscal years beginning
after December 31, 1997. FAS 130 requires the reporting and display of
comprehensive income and its components. The Company's foreign currency
translation adjustments, which were previously reported as a separate component
of equity, are now included in Accumulated other comprehensive income within the
equity section of the Consolidated Balance Sheets. Comprehensive income for the
three and six months ended June 30, 1997 was $13,438 and $20,497, respectively.
Comprehensive income for the three and six months ended June 30, 1998 was $6,085
and $11,073, respectively.
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 currently evaluating the
impact FAS 133 will have on its consolidated financial statements.
NOTE 2 - RELATED PARTY TRANSACTIONS
Management Agreement
The Company is party to a management agreement with New Hampshire Oak.
Pursuant to the agreement, the Company was charged $1,571 and $1,586 for the
six months ended June 30, 1997 and 1998, respectively, for corporate
supervisory and administrative services and strategic advice and guidance.
In addition, pursuant to the management agreement, during the second quarter
of 1998 the Company paid New Hampshire Oak $500 for additinoal services
provided in connection with the acquisition of Reheis, Inc. The management
agreement expires during 1999, subject to extension.
Term Loan
During the second quarter of 1998, the Company entered into a term loan
agreement with its parent, The General Chemical Group Inc. The loan agreement
matures on June 15, 2006 with consecutive quarterly installments commencing
September 30, 1998. Proceeds from the new term loan were used to retire certain
outstanding indebtedness.
NOTE 3 - ACQUISITIONS
On April 1, 1998, the Company acquired all of the outstanding stock of
Reheis Inc. ('Reheis'). Reheis is headquartered in New Jersey and is the world's
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 this transaction
was provided by existing cash and borrowings under the Company's revolving
credit facility.
The acquisition is being accounted for under the purchase method, and
accordingly, the net assets and results of operations are included in the
consolidated financial statements from the date of acquisition, based on
valuation information available to the Company, which is subject to change as
such information is finalized. The excess of purchase price over the estimated
fair values of the tangible assets acquired is being treated as goodwill.
Goodwill is being amortized on a straight line basis over a period of 25 years.
The acquisition did not have a material pro forma impact on consolidated
earnings.
-4-
<PAGE>
<PAGE>
GENERAL CHEMICAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998
(DOLLARS IN THOUSANDS)
(UNAUDITED)
NOTE 4 - ADDITIONAL FINANCIAL INFORMATION
The components of inventories were as follows:
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
1997 1998
---- ----
<S> <C> <C>
Raw materials........................................................... $ 9,063 $ 11,357
Work in process......................................................... 247 3,705
Finished products....................................................... 17,736 23,498
Supplies ............................................................... 10,538 10,778
-------- --------
$ 37,584 $ 49,338
======== ========
</TABLE>
NOTE 5 - LONG-TERM DEBT
Long-term debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31, JUNE 30,
MATURITIES 1997 1998
---------- ---- ----
<S> <C> <C> <C>
Bank Term Loan - floating rate....................... 1998-2001 $ 65,217 $ --
Senior Subordinated Notes - 9.25%.................... 2003 100,000 --
Canada Senior Notes - 9.09%.......................... 1999 50,787 49,915
$130,000 U.S. Revolving Credit Facility -
floating rate ...................................... 1999 42,000 --
Term Loan from Parent................................ 1998-2006 -- 284,880
-------- --------
Total Debt........................................... 258,004 334,795
Less: Current Portion............................... 17,392 51,815
-------- --------
Net Long-Term Debt................................... $240,612 $282,980
======== ========
</TABLE>
The Company has entered into a term loan agreement with its parent, The
General Chemical Group Inc. The loan agreement matures on June 15, 2006 with
consecutive quarterly installments commencing September 30, 1998. The agreement
bears interest at a rate equal to a spread over a reference rate chosen by the
Company from various options.
Proceeds from the new term loan were used to retire certain outstanding
indebtedness. In connection with the retirement the Company recorded an
extraordinary loss of $3,661 net of a tax benefit of $2,396, related to the
early retirements.
NOTE 6 - COMMITMENTS AND CONTINGENCIES
Richmond Works July 26, 1993 Incident. On July 26, 1993 a pressure
relief device on a railroad tank car containing oleum that was being unloaded at
the Company's Richmond, California, facility, ruptured during the unloading
process, causing the release of a significant amount of sulfur trioxide.
Approximately 150 lawsuits seeking substantial amounts of damages were filed
against the Company on behalf of in excess of 60,000 claimants in municipal and
superior courts of California (Contra Costa and San Francisco Counties) and in
federal court (United States District Court for the Northern District of
-5-
<PAGE>
<PAGE>
GENERAL CHEMICAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998
(DOLLARS IN THOUSANDS)
(UNAUDITED)
California). All state court cases were coordinated before a coordination trial
judge (In Re GCC Richmond Works Cases, JCCP No. 2906) and the federal court
cases were stayed until completion of the state court cases.
After several months of negotiation under the supervision of a
settlement master, the Company and a court-approved plaintiffs' management
committee executed a comprehensive settlement agreement which resolved the
claims of approximately 95 percent of the claimants who filed lawsuits arising
out of the July 26th incident, including the federal court cases. After a final
settlement approval hearing on October 27, 1995, the coordination trial judge
approved the settlement on November 22, 1995. Pursuant to the terms of the
settlement agreement, the Company, with funds to be provided by its insurers
pursuant to the terms of its insurance policies, has agreed to make available a
maximum of $180,000 to implement the settlement. In addition, the settlement
agreement provides, among other things, that while claimants may 'opt out' of
the compensatory damages portion of the settlement and pursue their own cases
separate and apart from the class settlement mechanism, they have no right to
opt out of the punitive damages portion of the settlement. Consequently, under
the terms of the settlement, no party may seek punitive damages from the Company
outside of those provided by the settlement.
Notices of appeal of all or portions of the settlement approved by the
court were filed by five law firms representing approximately 2,750 claimants,
with approximately 2,700 of these claimants represented by the same law firm.
Virtually all of these claimants have not specified the amount of their claims
in court documents, although the Company believes that their alleged injuries
are no different in nature or extent than those alleged by the settling
claimants. On May 8, 1996, the California Court of Appeals dismissed each of the
appeals that had been filed challenging the trial court's approval of the class
action settlement. The Court of Appeals dismissed the appeal relating to the
trial court's rulings on plaintiffs' attorney's fees on the ground that the
appealing attorneys lacked standing to appeal. The Court of Appeals also
dismissed each of the other pending appeals, ruling that the trial court's
orders and rulings approving the settlement were not presently appealable, if at
all, by the appealing claimants since they had all elected to opt out of the
settlement. The appealing attorneys and some of the appealing claimants then
filed a petition for review with the California Supreme Court which, on August
15, 1996, elected not to review the Court of Appeals' decision.
On March 11, 1997, the coordination judge dismissed the material claims
of 1,269 of the approximately 2,750 opt-out claimants, primarily on the grounds
that they had failed to comply with previous pre-trial orders. On April 8, 1997,
the California Court of Appeals denied a petition for review of the dismissals
filed by attorneys for the dismissed opt-out claimants, and on June 8, 1997, the
California Supreme Court denied the same attorneys' petition for review of the
California Court of Appeals' denial of their prior petition. On March 20, 1998,
the coordination judge dismissed the material claims of an additional 167 of the
opt-out claimants. As of June 30, 1998, as a result of these dismissals and
various settlements, there are approximately 1,000 opt-out claimants remaining.
It is possible that one or more of the appealing claimants, once
their opt-out cases are finally litigated through trial, may attempt to refile
all or a portion of the appeals that were dismissed by the Court of Appeals.
While there can be no assurances regarding how an appellate court might rule
in the event of such a refiling, the Company believes that the settlement
will be upheld on appeal. If the settlement is upheld on appeal, the Company
believes that any further liability in excess of the amounts made available
under the settlement agreement will not exceed the available insurance
coverage, if at all, by an amount that could be material to its financial
condition or results of operations. In the event of a
-6-
<PAGE>
<PAGE>
GENERAL CHEMICAL CORPORATION
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - (CONCLUDED)
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1998
(DOLLARS IN THOUSANDS)
(UNAUDITED)
reversal or modification of the settlement on appeal, with respect to lawsuits
by any then remaining claimants (opt-outs and settling claimants who have not
signed releases) the Company believes that, whether or not it elects to
terminate the settlement in the event it is reversed or modified on appeal, it
will have adequate resources from its available insurance coverage to vigorously
defend these lawsuits through their ultimate conclusion, whether by trial or
settlement. However, in the event the settlement is overturned or modified on
appeal, there can be no assurance that the Company's ultimate liability
resulting from the July 26, 1993 incident would not exceed the available
insurance coverage by an amount which could be material to its financial
condition or results of operations, nor is the Company able to estimate or
predict a range of what such ultimate liability might be, if any.
The Company has insurance coverage relating to this incident which
totals $200,000. The first two layers of coverage total $25,000 with a sublimit
of $12,000 applicable to the July 26, 1993 incident, and the Company also has
excess insurance policies of $175,000 over the first two layers. The Company
reached an agreement with the carrier for the first two layers whereby the
carrier paid the Company $16,000 in settlement of all claims the Company had
against that carrier. In the third quarter of 1994, the Company recorded a
$9,000 charge to earnings for costs which the Company incurred related to this
matter. The Company's excess insurance policies, which are written by two
Bermuda-based insurers, provide coverage for compensatory as well as punitive
damages. Both insurers have executed agreements with the Company confirming
their respective commitments to fund the settlement as required by their
insurance policies with the Company and as described in the settlement
agreement. In addition, these same insurers currently continue to provide
substantially the same insurance coverage to the Company.
-7-
<PAGE>
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
June 30, 1998 Compared with December 31, 1997
Financial Condition
Cash and cash equivalents were $22.9 million at June 30, 1998 as
compared with $9.0 million at December 31, 1997. During the first six months of
1998 the Company generated cash flow from operating activities of $31.2 million
and received net proceeds from debt of $70.0 million, which was used to finance
acquisitions and capital expenditures of $76.2 million and $15.9 million,
respectively.
The Company had working capital of $25.7 million at June 30, 1998 as
compared with $36.0 million at December 31, 1997. This decrease in working
capital primarily reflects higher current portion of long-term debt, offset by
higher cash, accounts receivable and inventory balances.
On April 1, 1998, the previously-announced acquisition of Reheis, Inc.
('Reheis') by the Company was completed. Funding for this transaction was
provided with existing cash and borrowings from the Company's revolving credit
facility.
Six Months Ended June 30, 1998, Compared with Six Months Ended June 30, 1997
Results of Operations
The following table sets forth the results of operations and percentage
of net revenues represented by the components of operating income and expense
for the six months ended June 30, 1997 and 1998 (dollars in millions).
<TABLE>
<CAPTION>
SIX MONTHS ENDED
JUNE 30,
---------------------------------
1997 1998
------------- -------------
<S> <C> <C> <C> <C>
Net revenues............................................ $246.8 100% $272.8 100%
Cost of sales........................................... 170.3 69 203.8 75
------ --- ------ ---
Gross profit............................................ 76.5 31 69.0 25
Selling, general and administrative expense............. 20.8 8 23.8 9
------ --- ------ ---
Operating profit........................................ $ 55.7 23% $ 45.2 16%
====== === ====== ===
</TABLE>
Net revenues for the six months ended June 30, 1998 increased $26
million or were 10 percent higher than the prior year level due primarily to
sales of Peridot Holdings, Inc. ('Peridot') and Reheis, Inc, which were acquired
on July 1, 1997 and April 1, 1998, respectively, offset by weaker pricing for
Industrial Chemicals and lower export soda ash volumes to Asia.
Gross profit for the first six months of 1998 was $69.0 million compared
with $76.5 million for the comparable period in 1997. Gross profit as a
percentage of net revenues was 25 percent and 31 percent for the first six
months of 1997 and 1998, respectively. This decrease is primarily due to lower
pricing for Industrial Chemicals.
Selling, general and administrative expense compared with the prior year
increased $3.0 million. This increase is due primarily to the abovementioned
acquisitions of Peridot and Reheis.
Interest expense for the first six months of 1998 was $12.1 million
which was $1.8 million higher than the first six months of 1997 due to higher
outstanding debt balances.
-8-
<PAGE>
<PAGE>
Interest income for the first six months of 1998 was $.4 million which
was $.4 million lower than the first six months of 1997 due to lower average
cash balances.
The foreign currency transaction loss for the first six months of 1998
was $.4 million versus a loss of $.5 million for the first six months of 1997.
This is principally due to the impact of exchange rate fluctuations on the
Company's Canadian subsidiary.
Minority interest for the first six months of 1998 was $8.1 million
which was $4.2 million lower than the first six months of 1997, reflecting lower
earnings due to lower soda ash pricing of General Chemical (Soda Ash) Partners.
Net income for the first six months of 1997 was $11.2 million compared
with $20.5 million for the same period in 1997, due to the foregoing reasons and
a $3.7 million extraordinary item related to the early retirement of debt
recorded in the second quarter of 1998.
-9-
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The following developments have occurred with respect to this matter
since the filing of the Company's Quarterly Report on Form 10-Q for the period
ended March 31, 1998:
In April of 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
the Company, alleging that sulfur dioxide (SO2) and sulfur trioxide (SO3)
releases from the Company's Delaware Valley facility caused various respiratory
and pulmonary injuries. Unspecified damages in excess of $50,000 for each
plaintiff are sought. The Company has answered the complaints and will
vigorously defend itself in this matter. The Company believes that its available
insurance provides 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 the Company's financial condition or results
of operations.
-10-
<PAGE>
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
a) (27) Financial Data Schedule.
b) No report on Form 8-K has been filed by the Company during the period
covered by this report.
-11-
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
GENERAL CHEMICAL CORPORATION
----------------------------
(Registrant)
Date July 31, 1998 /s/ Michael R. Herman
---------------- -----------------------------------------------
MICHAEL R. HERMAN
Vice President and General Counsel
Date July 31, 1998 /s/ Ralph M. Passino
---------------- -----------------------------------------------
RALPH M. PASSINO
Chief Financial Officer and Vice President
of Administration (Principal Financial Officer)
-12-
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION PAGE
- -------------- ----------- ----
<S> <C> <C>
27 Financial Data Schedule 14
(EDGAR Filings Only)
</TABLE>
-13-
STATEMENT OF DIFFERENCES
------------------------
Characters normally expressed as subscript shall be expressed as baseline
characters.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from Form 10-Q
for the period ended June 30, 1998 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> JUN-30-1998
<PERIOD-TYPE> 6-MOS
<CASH> 22,945
<SECURITIES> 0
<RECEIVABLES> 117,605
<ALLOWANCES> 4,786
<INVENTORY> 49,338
<CURRENT-ASSETS> 198,930
<PP&E> 502,957
<DEPRECIATION> 196,992
<TOTAL-ASSETS> 591,962
<CURRENT-LIABILITIES> 175,341
<BONDS> 282,980
0
0
<COMMON> 0
<OTHER-SE> (93,873)
<TOTAL-LIABILITY-AND-EQUITY> 591,962
<SALES> 272,845
<TOTAL-REVENUES> 272,845
<CGS> 203,791
<TOTAL-COSTS> 203,791
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 12,115
<INCOME-PRETAX> 24,648
<INCOME-TAX> 9,802
<INCOME-CONTINUING> 14,846
<DISCONTINUED> 0
<EXTRAORDINARY> 3,661
<CHANGES> 0
<NET-INCOME> 11,185
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
