<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
The General Chemical Group Inc.
-------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-------------------------------------------------
(Title of Class of Securities)
369332 10 1
-------------------------------------------------
(CUSIP Number)
Thomas J. Drago, Esq.
Coudert Brothers
1114 Avenue of the Americas
New York, New York 10036
(212) 626-4400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 23, 1997
-------------------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosure provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 26 Pages
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CUSIP No. 369332 10 1
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Equitable Life Assurance Society
- -------------------------------------------------------------------------------
2 Check the Appropriate Box If a Member of a Group
a. |_|
b. |x|
- -------------------------------------------------------------------------------
3 SEC Use Only
- -------------------------------------------------------------------------------
4 Source of Funds
WC
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5 Check If Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
United Kingdom
- -------------------------------------------------------------------------------
7 Sole Voting Power
Number of 650,000
Shares -------------------
Beneficially 8 Shared Voting Power
Owned By 0
Each -------------------
Reporting 9 Sole Dispositive Power
Person 650,000
With -------------------
10 Shared Dispositive Power
0
- -------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
650,000
- -------------------------------------------------------------------------------
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain
Shares |_|
- -------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
5.86%
- -------------------------------------------------------------------------------
14 Type of Reporting Person
CO
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Page 2 of 26 Pages
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Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Schedule 13D") relates to the
Common Stock, par value $.01 per share (the "Common Stock"), of The
General Chemical Group Inc., a Delaware corporation (the "Company").
The address of the principal executive offices of the Company is
Liberty Lane, Hampton, New Hampshire 03842.
Item 2. Identity and Background.
This Schedule 13D is filed on behalf of Equitable Life Assurance
Society, a company formed under the laws of the United Kingdom
("Equitable"), pursuant to Rule 13d-1(a) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Equitable owns 650,000
shares of Common Stock of the Company (the "Equitable Shares").
Equitable's principal business is life assurance and pensions
principally in the United Kingdom. The principal business address and
the principal office address of Equitable is City Place House, 55
Basinghall Street, London EC2V 5DR, England.
The respective names, business addresses, citizenship and present
principal occupations of each director and executive officer of
Equitable are set forth on Schedule I hereto.
Neither Equitable nor, to the best knowledge of Equitable, any of the
persons listed on Schedule I hereto, has, during the last five years,
(i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Equitable acquired the Equitable Shares for $20 per share of Common
Stock, or an aggregate of $13,000,000, all of which funds were
obtained from the working capital of Equitable.
Item 4. Purpose of Transaction.
Equitable acquired the Equitable Shares from Stonor Group Limited
("Stonor") pursuant to the terms of a Stock Purchase Agreement, dated
as of April 22, 1997, by and among Stonor, Equitable and the other
purchasers signatory thereto (the "Stock Purchase Agreement").
Equitable acquired the Equitable Shares for investment purposes.
Equitable intends to review on a continuing basis its investment in
the Company. As of the date of this Schedule 13D, no determination has
been made by Equitable to acquire additional shares of capital stock
of the Company or to dispose of any shares of capital stock of the
Company now held by it, although it may decide to so acquire or
dispose of shares of capital stock of the Company. Any such
determination will depend on market conditions prevailing from time to
time and on other conditions which may be applicable depending on the
nature of the transaction or transactions involved. Except as
specifically set forth in this Item 4, Equitable does not have any
plans or proposals which relate to or would result in any of the
actions or effects set forth in items (a) through (j) of Item 4 of
Schedule 13D, although Equitable may develop such plans or proposals.
Page 3 of 26 Pages
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Equitable disclaims any existence of a group (within the meaning of
Section 13(d) of the Exchange Act) with any other person or entity
with respect to the Equitable Shares.
Item 5. Interest in Securities of the Issuer.
(a) The 650,000 Equitable Shares represent 5.86% of the
11,101,000 shares of Common Stock of the Company outstanding
on the date hereof, based upon information provided by the
Company and calculated in accordance with Rule 13d-3(d)(1)
under the Exchange Act.
(b) Equitable has the sole power to vote or direct the voting of
and to dispose of or direct the disposition of the Equitable
Shares.
(c) Except as set forth in this Schedule 13D none of Equitable
or, to the best knowledge of Equitable, any of the persons
named on Schedule I hereto, owns any shares of the capital
stock of the Company or has purchased or sold any shares of
the capital stock of the Company during the past 60 days.
(d) Except as set forth in this Schedule 13D, no person is known
by Equitable to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from
the sale of the Equitable Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Equitable and other purchasers of shares of Common Stock parties to
the Stock Purchase Agreement (collectively, the "Purchasers") entered
into a Registration Rights Agreement (the "Registration Rights
Agreement") with the Company dated as of April 22, 1997, pursuant to
which the Purchasers have been granted certain registration rights
with respect to the Common Stock held by them. A copy of the
Registration Rights Agreement is attached hereto as Exhibit 1 and is
incorporated herein by reference.
Gildea Management Company, a Delaware corporation ("GMC"), has
rendered investment advisory services to Equitable in connection with
Equitable's purchase of the Equitable Shares pursuant to the Stock
Purchase Agreement. At present, Equitable has not entered into any
formal agreement with GMC with respect to the provision of such
services and GMC has no control over the voting or disposition of the
Equitable Shares.
Except as set forth in this Schedule 13D, there are no contracts,
arrangements, understandings or relationships (legal or otherwise)
among the persons referred to in Item 2 of this Schedule 13D or
between such persons and any other person with respect to any of the
securities of the Company, including, but not limited to, any relating
to the transfer or voting of any of such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees
of profits, division of profits or loss or the giving withholding of
proxies.
Page 4 of 26 Pages
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Item 7. Materials to Be Filed as Exhibits.
1. Registration Rights Agreement, by and among the parties
thereto, dated as of April 22, 1997.
Page 5 of 26 Pages
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SIGNATURE
After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: April 30, 1997
EQUITABLE LIFE ASSURANCE SOCIETY
By: /s/David G. Thomas
--------------------------------------------
Name: David G. Thomas
Title: General Manager (Investments)
Page 6 of 26 Pages
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SCHEDULE I
Reporting Person: Equitable Life Assurance Society
City Place House
55 Basinghall Street
London EC2V 5DR
<TABLE>
<CAPTION>
Executive Officers and Directors:
<S> <C>
Name: ....................... Roger Quintin Bowley
Position:....................... Director and General Manager (Central Services) & Secretary
Principal Occupation
and Employment;
Business Address:............... General Manager (Central Services) and Secretary of The Equitable Life
Assurance Society; the business address is Walton Street, Aylesbury,
Bucks HP21 7QW England
Citizenship:.................... British
Name: ....................... Peter Anthony Davis
Position:....................... Director
Principal Occupation
and Employment;
Business Address:............... Director General of the National Lottery; the business address is Office
of the National Lottery, 2 Monck Street, London SW1P 2BQ England
Citizenship:.................... British
Name: ....................... Shaun Munro Kinnis
Position:....................... General Manager - Sales & Marketing
Principal Occupation
and Employment;
Business Address:............... General Manager - Sales & Marketing of The Equitable Life Assurance
Society; the business address is Walton Street, Aylesbury, Bucks HP21
7QW England
Citizenship:.................... British
Name: ....................... Peter Martin
Position:....................... Director
Principal Occupation
and Employment;
Business Address:............... Retired Solicitor; home address is 121 Coleherne Court, Old Brompton
Road, London SW5 QEB England
Citizenship:.................... British
Name: ....................... Alan Nash
Position:....................... General Manager - Finance
Principal Occupation
and Employment;
Business Address:............... General Manager - Finance of The Equitable Life Assurance Society; the
business address is Walton Street, Aylesbury, Bucks HP21 7QW
England
Citizenship:.................... British
Page 7 of 26 Pages
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Name: ....................... Jennifer Anne Page
Position:....................... Director
Principal Occupation
and Employment;
Business Address:............... Chief Executive Officer of Millennium Central; the business address is
2 Monck Street, London SW1P 2BQ England
Citizenship:.................... British
Name: ....................... David William James Price
Position:....................... Director
Principal Occupation
and Employment;
Business Address:............... Deputy Chairman of Mercury Asset Management plc; the business
address is 33 King William Street, London EC4R 9AS England
Citizenship:.................... British
Name: ....................... Roy Henry Ranson
Position:....................... Managing Director and Actuary
Principal Occupation
and Employment;
Business Address:............... Managing Director and Actuary of The Equitable Life Assurance
Society; the business address is Walton Street, Aylesbury, Bucks HP21
7QW England
Citizenship:.................... British
Name: ....................... John Richard Sclater
Position:....................... Director
Principal Occupation
and Employment;
Business Address:............... Banker with Yamaichi International (Europe) Ltd.; the business address
is Finsbury Court, 111-117 Finsbury Pavement, London EC2A 1EQ
England
Citizenship:.................... British
Name: ....................... Ian Peter Sedgwick
Position:....................... Director
Principal Occupation
and Employment;
Business Address:............... Vice Chairman of Schroders plc; the business address is 120 Cheapside,
London EC2V 6DS England
Citizenship:.................... British
Name: ....................... Jonathan Francis Taylor
Position:....................... Director
Principal Occupation
and Employment;
Business Address:............... Chairman of Booker plc; the business address is 85 Buckingham Gate,
London SW1E 6PD England
Citizenship:.................... British
Page 8 of 26 Pages
<PAGE>
Name: ....................... David George Thomas
Position:....................... Director and General Manager - Investments
Principal Occupation
and Employment;
Business Address:............... Director and General Manager - Investments of The Equitable Life
Assurance Society; the business address is Walton Street, Aylesbury,
Bucks HP21 7QW England
Citizenship:.................... British
Name: ....................... Alan George Tritton
Position:....................... Director
Principal Occupation
and Employment;
Business Address:............... Retiree; home address is Lyon Hall, Great Leighs, Chelmsford, Essex
Citizenship:.................... British
Name: ....................... David William Wilson
Position:....................... Director
Principal Occupation
and Employment;
Business Address:............... Chairman of Wilson Bowden plc; the business address is Wilson Bowden
House, Leicester Road, Ibstock, Leicester LE67 6HP England
Citizenship:.................... British
</TABLE>
Page 9 of 26 Pages
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EXHIBIT INDEX
Page
Exhibit Number
- ------- ------
1. Registration Rights Agreement, by and among the parties thereto,
dated as of April 22, 1997. 12
Page 10 of 26 Pages
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EXHIBIT 1
Page 11 of 26 Pages
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REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT made as of this 22nd of April, 1997, by
and among The General Chemical Group Inc., a Delaware corporation (the
"Company") and the persons listed on Appendix A hereto (each a "Holder" and
collectively, the "Holders" together with any person defined as a "Holder"
under Section 1.03(b) of this Agreement).
W I T N E S S E T H:
WHEREAS, the Holders have acquired from Stonor Group Limited
("Stonor") an aggregate of 3,100,000 shares of the common stock, par value $.01
per share ("Common Stock"), of the Company (the "Shares") pursuant to a Stock
Purchase Agreement dated as of even date herewith;
WHEREAS, the Company and Stonor are parties to that certain
Stockholder Agreement dated as of May 15, 1996 (the "Original Agreement")
pursuant to which, among other things, the Company has granted to Stonor
certain registration rights with respect to the Shares;
WHEREAS, immediately prior to the execution of this Agreement, the
Company and Stonor are terminating the Original Agreement; and
WHEREAS, the Company and the Holders desire to enter into this
Agreement to provide for certain registration rights on the part of the
Holders.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
ARTICLE I. REGISTRATION RIGHTS
Section 1.01. Shelf Registration: "Piggy-Back" Registration Rights
(a) If, at any time after the date hereof and prior to the
second anniversary of the date hereof, a majority in interest of the Holders
(as hereinafter defined) shall notify the Company in writing that they intend
to offer or cause to be offered for public sale all or any portion of their
Registrable Securities (as hereinafter defined), the Company will use its best
efforts to cause such of the Registrable Securities as may be requested by the
Holders to be registered under the Securities Act of 1933, as amended (the
"Securities Act"), pursuant to a registration statement on Form S-3 (or any
comparable successor form) (a "Registration Statement") for sale on a delayed
or continuous basis under Rule 415 under the Securities Act, and to keep such
registration effective until the earlier of the second anniversary of the date
hereof or the date on which all of such Holders' Registrable Securities
registered thereunder are sold; provided, however, that the Company shall have
no obligation to file a Registration Statement pursuant to this Section 1.01(a)
prior to May 15, 1997. If the Company shall not then be entitled to utilize
Form S-3 for any requested registration of Registrable Securities, the Company
shall effect any requested registration on such form of registration statement
as the Company shall then be entitled to utilize. All Registration Expenses (as
hereinafter defined) of such registration and offerings attributable to any
registration pursuant to this Section 1.01(a) shall be borne by the Company.
The Company may postpone the filing of any Registration Statement required
under this Section 1.01(a) for a reasonable period of time, not to exceed 120
days if a Suspension Event (as hereinafter defined) has occurred and is
continuing. The Company shall not be required to cause a Registration Statement
requested pursuant to this Section 1.01(a) to become effective prior to 120
days following the effective date of a registration statement initiated by the
Company, if the request for registration has been received by the Company
subsequent to the giving of written notice by the Company, made in good faith,
to the Holders to the
Page 12 of 26 Pages
<PAGE>
effect that the Company is commencing to prepare a company-initiated
registration statement (other than a registration effected solely to implement
an employee benefit plan or a transaction to which Rule 145 or any other
similar rule of the Securities and Exchange Commission (the "Commission") under
the Securities Act is applicable); provided, however, that the Company shall
use its best efforts to achieve such effectiveness promptly. The Company
represents and warrants to each of the Holders that (i) no Suspension Event has
occurred and it is not aware of any facts or circumstances which would cause a
Suspension Event to occur on or prior to May 15, 1997 and (ii) it has no
current intention of filing with the Commission (as hereinafter defined) a
company-initiated registration statement.
(b) If at any time or times after the date hereof, the
Company shall determine or be required to register any shares of its Common
Stock for sale under the Securities Act (whether in connection with a public
offering of securities by the Company (a "primary offering"), a public offering
of securities by stockholders of the Company (a "secondary offering"), or both
(but not in connection with a registration (i) effected solely to implement an
employee benefit plan or a transaction to which Rule 145 or any other similar
rule of the Commission under the Securities Act is applicable or (ii) in
connection with the registration of preferred stock or debt securities of the
Company which are convertible into or exchangeable for shares of Common
Stock)), the Company will promptly give written notice thereof to each of the
Holders. In connection with any such registration, if within 20 days after the
receipt of such notice one or more Holders of Registrable Securities (as
hereinafter defined), request the inclusion of some or all of the Registrable
Securities (but not any other shares) held by them in such registration, the
Company will use its best efforts to effect the registration under the
Securities Act of all Registrable Securities which such Holders request to be
registered in a writing delivered to the Company within 20 days after such
Holders' receipt of the notice referred to above. In the case of the
registration of shares of Common Stock by the Company in connection with an
underwritten public offering, (i) the Company shall not be required to include
any Registrable Securities in such underwriting unless the Holders thereof
accept the terms of the underwriting as agreed upon between the Company and the
underwriter or underwriters selected by it, and (ii) if the underwriter(s)
determines that marketing factors require a limitation on the number of
Registrable Securities to be offered, the Company shall not be required to
register Registrable Securities of the Holders in excess of the amount, if any,
of shares of the capital stock which the principal underwriter of such
underwritten offering shall reasonably and in good faith agree to include in
such offering in excess of any amount to be registered for the Company, and in
the event of any such limitation the number of Registrable Securities of any
Holder requesting inclusion in such registration shall be based upon the
relative holdings of Common Stock of all Holders requesting such registration
(and if any Holder would thus be entitled to include more Registrable
Securities as such Holder requested to be registered, the excess shall be
allocated among other requesting Holders pro rata based upon their relative
holdings of Common Stock). All Registration Expenses relating to the
registration and offering of Registrable Securities pursuant to this Section
1.01(b) shall be borne by the Company.
Section 1.02. Selection of Underwriter. If the Holders so elect, the
offering of Registrable Securities pursuant to a registration statement filed
under this Article I shall be in the form of an underwritten offering. If they
so elect, the Company shall select one or more nationally recognized firms of
investment bankers to act as the book-running managing underwriter or
underwriters in connection with such offering and shall select any additional
investment bankers and managers to be used in connection with the offering.
Section 1.03. Definitions.
(a) Registrable Securities. For the purposes of this Agreement, the
term "Registrable Securities" shall mean (i) the Shares and (ii) any shares of
Common Stock issued or issuable with respect to any of such Shares by way of a
stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization; provided,
however, that any of
Page 13 of 26 Pages
<PAGE>
the foregoing that are sold in a registered sale pursuant to an effective
registration statement under the Securities Act or that may be sold without
restriction pursuant to Rule 144(k) under the Securities Act (as confirmed by
an unqualified opinion of counsel to the Company) shall not be deemed
Registrable Securities.
(b) Holders. For purposes of this Agreement, the term "Holder" shall
mean any holder of Registrable Securities from time to time, including, without
limitation, (i) the Holders signatory to this Agreement and (ii) any subsequent
transferees of such Holders of Registrable Securities.
(c) The term "Registration Expenses" shall mean all expenses incident
to the Company's performance of or compliance with this Agreement, including
without limitation, all Commission and stock exchange or National Association
of Securities Dealers, Inc. registration and filing fees and expenses, fees and
expenses of compliance with securities or blue sky laws (including reasonable
fees and disbursements of counsel for the underwriters in connection with blue
sky qualifications of the Registrable Securities), printing expense, messenger
and delivery expense, internal expenses including without limitation, all
salaries and expense of its officers and employees performing legal or
accounting duties), the fees and expenses incurred in connection with the
listing of the securities to be registered on each securities exchange on which
securities are listed, fees and disbursements of counsel for the Company and
all independent certified public accountants (including the expense of any
annual audit or "cold comfort" letters required by or incident to such
performance and compliance), the fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, the reasonable fees and
expenses of any special experts retained by the Company in connection with such
registration and -fees and expenses of other persons retained by the Company
(but not including (i) any underwriting discounts or commissions attributable
to the sale of Registrable Securities by Holders of such Registrable
Securities, (ii) any transfer taxes payable by the Holders of Registrable
Securities in connection with the sale of Registrable Securities and (iii) the
fees of counsel retained in connection with each such registration by any of
the Holders).
Section 1.04. Further Obligations of the Company. Whenever under the
preceding Sections of this Article I the Company is required hereunder to
register any Registrable Securities, it agrees that it shall also do the
following:
(a) Use its best efforts (with due regard to the management
of the ongoing business of the Company) to diligently prepare and file with the
Commission a Registration Statement on Form S-3 or comparable successor form
and such amendments and supplements to said Registration Statement and the
prospectus used in connection therewith as may be necessary to keep said
Registration Statement effective and to comply with the provisions of the
Securities Act with respect to the sale of securities covered by said
Registration Statement until the earlier of the second anniversary of the date
hereof or the date on which all of the Holders' Registrable Securities have
been sold;
(b) Use its best efforts to continue to qualify at all times
for registration of its capital stock on Form S-3 or a comparable successor
form;
(c) Furnish to each selling Holder such copies of each
preliminary and final prospectus and such other documents as such Holder may
reasonably request to facilitate the sale of such Holder's Registrable
Securities;
(d) Enter into any reasonable underwriting agreement required
by the underwriter selected pursuant to Section 1.02 on terms satisfactory to
the Company and the Holders;
(e) Use its best efforts to register or qualify the
securities covered by said registration statement under the securities or
"blue-sky" laws of such jurisdictions as any selling Holders may
Page 14 of 26 Pages
<PAGE>
reasonably request, provided that the Company shall not be required to register
or qualify the securities in any jurisdictions which require it to qualify to
do business or subject itself to general service of process therein;
(f) immediately notify each selling Holder, at any time when
a prospectus relating to such Holder's Registrable Securities is required to be
delivered under the Securities Act, of the happening of any event as a result
of which such prospectus contains an untrue statement of a material fact or
omits any material fact necessary to make the statements therein not
misleading, and, at the request of any such selling Holder, prepare a
supplement or amendment to such prospectus so that, as thereafter delivered to
the purchasers of such Registrable Securities, such prospectus will not contain
any untrue statement of a material fact or omit to state any material fact
necessary to make the statements therein not misleading;
(g) Cause all such Registrable Securities to be listed on
each securities exchange or quoted in each quotation system on which similar
securities issued by the Company are then listed or quoted;
(h) Otherwise use its best efforts to comply with all
applicable rules and regulations of the Commission and make generally available
to its security holders, in each case as soon as practicable, but not later
than 45 days after the close of the period covered thereby (90 days in case the
period covered corresponds to a fiscal year of the Company), an earnings
statement of the Company which will satisfy the provisions of Section 11(a) of
the Securities Act; and
(i) Obtain and furnish to each selling Holder, immediately
prior to the effectiveness of the registration statement (and, in the case of
an underwritten offering, at the time of delivery of any Registrable Securities
sold pursuant thereto), a cold comfort letter from the Company's independent
public accountants in the same form and covering the same matters as is
typically delivered to underwriters and, in the event that an underwriter or
underwriters have been retained in connection with such registration, such cold
comfort letter to be provided to the selling Holders shall be the same cold
comfort letter delivered to such underwriter or underwriters.
Section 1.05. Stop Orders; Sale Notices; Suspension of Registration
Requirement.
(a) The Company shall promptly notify each Holder of, and
confirm in writing, the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the initiation of any
proceedings for that purpose. The Company shall use reasonable best efforts to
obtain the withdrawal of any order suspending the effectiveness of the
Registration Statement as soon as is practicable.
(b) Notwithstanding anything to the contrary set forth in
this Agreement, the Company's obligation under this Agreement to use best
efforts to cause a Registration Statement and any filings with any state
securities commission to be made or to become effective or to amend or
supplement Registration Statement shall be suspended in the event and during
such period pending negotiations relating to, or consummation of, a transaction
or the occurrence of an event if the Company has been advised by legal counsel
that such filing, amendment or supplement would require a special audit or the
disclosure of a material impending transaction or other matter and the Company
determines reasonably and in good faith that such disclosure would have a
material adverse effect on the Company (such circumstances being hereinafter
referred to as a "Suspension Event"), but such suspension shall continue only
for so long as such event or its effect is continuing. The Company shall have
the right to withdraw and terminate any effective Registration Statement if a
Suspension Event has occurred and is continuing; provided, however, that upon
the conclusion of such Suspension Event the Company shall promptly file a new
Registration Statement with respect to any Registrable Securities then
outstanding and to keep such
Page 15 of 26 Pages
<PAGE>
registration effective for the time period prescribed by Section 1.01(a), which
Registration Statement shall be subject to all of the terms and conditions of
this Agreement.
(c) Each Holder whose Registrable Securities are covered by a
Registration Statement agrees, if requested by the managing underwriter or
underwriters in an underwritten offering (an "Underwritten Offering"), not to
effect any public sale or distribution of any of the securities of the Company
of any class included in such Underwritten Offering, including a sale pursuant
to Rule 144 or Rule 144A under the Securities Act (except as part of such
Underwritten Offering), during the 15-day period prior to, and during the
120-day period beginning on, the date of pricing of each Underwritten Offering,
to the extent timely notified in writing by the Company or the managing
underwriters (or the Company on behalf of such managing underwriters).
Section 1.06. Notice of Sales; Black-Out Period. Following the
effectiveness of the Registration Statement and any filings with any state
securities commissions, the Holders agree that they will not effect any sales
of the Registrable Securities pursuant to the Registration Statement or any
such filings at any time unless they have provided to the Company written
notice of such proposed sale not later than one (1) business day prior to such
proposed sale and the Company has notified such selling Holder that no
Suspension Event has occurred and is continuing. If the Company notifies the
selling Holder that a Suspension Event has occurred and is continuing, the
Company will notify such selling Holder as soon as practicable after the
termination of such Suspension Event and any necessary supplements or
amendments to the Registration Statement have been made pursuant to Section
1.04.
Section 1.07. Indemnification; Contribution.
(a) Incident to any registration statement referred to in
this Agreement, and subject to applicable law, the Company will indemnify and
hold harmless each underwriter, each Holder of Registrable Securities
(including its respective directors, officers, employees and agents) so
registered, and each person who controls any of them within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act of 1934, as
amended, and the rules and regulations promulgated thereunder (the "Exchange
Act"), from and against any and all losses, claims, damages, expenses and
liabilities, joint or several (including any investigation, legal and other
expenses incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted), to which they, or any of
them, may become subject under the Securities Act, the Exchange Act or other
federal or state statutory law or regulation, at common law or otherwise,
insofar as such losses, claims, damages or liabilities arise out of or are
based on (i) any untrue statement or alleged untrue statement of a material
fact contained in such registration statement (including any related
preliminary or definitive prospectus, or any amendment or supplement to such
registration statement or prospectus), (ii) any omission or alleged omission to
state in such document a material fact required to be stated in it or necessary
to make the statements in it not misleading, or (iii) any violation or alleged
violation by the Company of the Securities Act, any state securities or "blue
sky" laws or any rule or regulation thereunder in connection with such
registration, provided, however, that the Company will not be liable to such
underwriter, Holder or controlling person to the extent that such loss, claim,
damage, expense or liability arises from and is based on (A) an untrue
statement or omission or alleged untrue statement or omission made in reliance
on and in conformity with information furnished in writing to the Company by
such underwriter, Holder or controlling person expressly for use in such
registration statement or (B) any preliminary prospectus, to the extent that
any such loss, claim, damage or liability results solely from an untrue
statement of a material fact contained in, or the omission of a material fact
from, such preliminary prospectus which untrue statement or omission was
corrected in the final prospectus, if the Company shall sustain the burden of
proving that a Holder sold Registrable Securities to the person alleging such
loss, claim, damage or liability without sending or giving, at or prior to the
written confirmation of such sale, a copy of the final prospectus. With respect
to such untrue statement or omission or alleged untrue statement or omission in
the information furnished in writing to the Company
Page 16 of 26 Pages
<PAGE>
by such Holder expressly for use in such registration statement, such Holder
will indemnify and hold harmless each underwriter, the Company (including its
directors, officers, employees and agents), each other Holder of Registrable
Securities (including its respective directors, officers, employees and agents)
so registered, and each person who controls any of them within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and
against any and all losses, claims, damages, expenses and liabilities, joint or
several, to which they, or any of them, may become subject under the Securities
Act, the Exchange Act or other federal or state statutory law or regulation, at
common law or otherwise to the same extent provided in the immediately
preceding sentence. In no event, however, shall the liability of a Holder for
indemnification under this Section 1.07(a) exceed the lesser of (i) that
proportion of the total of such losses, claims, damages or liabilities
indemnified against equal to the proportion of the total Registrable Securities
sold under such registration statement which is being sold by such Holder or
(ii) the proceeds received by such Holder from its sale of Registrable
Securities under such registration statement.
(b) If the indemnification provided for in Section 1.07(a)
above for any reason is held by a court of competent jurisdiction to be
unavailable to an indemnified party in respect of any losses, claims, damages,
expenses or liabilities referred to therein, then each indemnifying party under
this Section 1.07, in lieu of indemnifying such indemnified party thereunder,
shall contribute to the amount paid or payable by such indemnified party as a
result of such losses, claims, damages, expenses or liabilities in such
proportion as is appropriate to reflect the relative fault of the Company, the
selling Holders and the underwriters in connection with the statements or
omissions which resulted in such losses, claims, damages, expenses or
liabilities, as well as any other relevant equitable considerations. The
relative fault of the Company, the selling Holders and the underwriters shall
be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by the Company, the
selling Holders or the underwriters and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. The Company, the Holders, and the underwriters agree
that it would not be just and equitable if contribution pursuant to this
Section 1.07(b) were determined by pro rata or per capita allocation or by any
other method of allocation which does not take account of the equitable
considerations referred to in the immediately preceding sentences. In no event,
however, shall a Holder be required to contribute any amount under this Section
1.07(b) in excess of the lesser of (i) that proportion of the total of such
losses, claims, damages or liabilities indemnified against equal to the
proportion of the total Registrable Securities sold under such registration
statement which is being sold by such Holder or (ii) the proceeds received by
such Holder from its sale of Registrable Securities under such registration
statement. No person found guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.
(c) The indemnification and contribution provided for in this
Section 1.07 will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified parties or any officer,
director, employee, agent or controlling person of the indemnified parties.
Section 1.08. Rule 144 Requirements. The Company will use its best
efforts to file with the Commission such information as the Commission may
require under the reporting requirements of Sections 13 and 15(d) of the
Exchange Act; and the Company shall use its best efforts to take all action as
may be required as a condition to the availability of Rule 144 or Rule 144A
under the Securities Act (or any successor or similar exemptive rules hereafter
in effect). The Company shall furnish to any Holder of Registrable Securities
upon request a written statement executed by the Company as to the steps it has
taken to comply with the current public information requirement of Rule 144 or
Rule 144A or such successor rules.
Section 1.09. Transfer of Registration Rights. The registration
rights and related obligations
Page 17 of 26 Pages
<PAGE>
under this Article I of each of the Holders with respect to any of its
Registrable Securities may be assigned by it, and upon such transfer the
relevant transferee shall be deemed to be included within the definition of a
"Holder" solely for purposes of this Article I. The transferring Holder and any
subsequent transferee shall notify the Company at the time of such transfer.
ARTICLE II. MISCELLANEOUS.
Section 2.01. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without regard
to the conflicts of law principles thereof.
Section 2.02. Further Assurances. Each of the parties hereto agrees to
execute all such further instruments and documents and to take all such further
action as any other party may reasonably require in order to effectuate the
terms and purposes of this Agreement.
Section 2.03. Rights of Third Parties. Except as set forth in Section
1.09, nothing expressed or implied in this Agreement is intended or shall be
construed to confer upon or give any person or entity other than the parties
hereto any rights or remedies under or by reason of this Agreement.
Section 2.04. Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
taken to be an original and all such counterparts shall be taken to constitute
one and the same document.
Section 2.05. Severability. In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstances,
is held invalid, illegal or unenforceable in any respect for any reason, the
validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be in any
way impaired thereby, it being intended that all of the rights and privileges
of the Holders shall be enforceable to the fullest extent permitted by law.
Section 2.06. Entire Agreement. This Agreement is intended by the
parties as a final expression of their agreement and is intended to be the
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein. There are no
restrictions, promises, warranties or undertakings, other than those set forth
or referred to herein. This Agreement supersedes all prior agreements and
understandings between the parties with respect to such subject matter.
Section 2.07. Attorneys' Fees. In any action or proceeding brought to
enforce any provision of this Agreement or where any provision hereof is
validly asserted as a defense, the successful party shall, to the extent
permitted by applicable law, be entitled to recover reasonable attorneys' fees
in addition to any other available remedy.
Section 2.08. Remedies. In the event of a breach or a threatened
breach by any party to this Agreement of its obligations under this Agreement,
any party injured or to be injured by such breach will be entitled to specific
performance of its rights under this Agreement or to injunctive relief, in
addition to being entitled to exercise all rights provided in this Agreement
and granted by law. The parties agree that the provisions of this Agreement
shall be specifically enforceable, it being agreed by the parties that the
remedy at law, including monetary damages, for objection in any action for
specific performance or injunctive relief that a remedy at law would be
adequate is waived.
Section 2.09. Representations and Warranties of the Company. The
Company hereby represents and warrants to each of the Holders as follows:
Page 18 of 26 Pages
<PAGE>
(a) The Company is a corporation duly incorporated, validly
existing and in good standing under the laws of the State of Delaware.
(b) The Company has full corporate power and authority to
enter into this Agreement and to carry out the transactions contemplated
hereby. The execution and delivery of this Agreement and the consummation of
the transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of the Company. This Agreement constitutes the
legal and binding obligation of the Company enforceable against the Company in
accordance with its terms except as such enforceability may be limited by (i)
applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent
conveyance or similar laws in effect which affect the enforcement of creditors
rights generally, (ii) general principles of equity, whether considered in a
proceeding at law or in equity and (iii) state or federal securities laws or
policies relating to the non-enforceability of the indemnification or
contribution provisions contained herein.
(c) The execution and delivery and performance by the Company
of the Agreement and the transactions contemplated hereby do not and will not
violate the charter or by-laws of the Company or any contract or other
agreement to which the Company is a party or by which its assets are bound or
any laws, rules, regulations of any jurisdiction applicable to the Company or
require the Company to obtain any approval, consent or waiver of, or to make
any filing with, any person or entity (governmental or otherwise).
Page 19 of 26 Pages
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
THE GENERAL CHEMICAL GROUP, INC.
By: /s/Ralph M. Passino
----------------------------
Name: Ralph M. Passino
Title: Vice President
Page 20 of 26 Pages
<PAGE>
HOLDERS:
If a corporation, partnership, trust or entity:
MASSMUTUAL Life Ins. Co.
Name of Holder
By: /s/Mark A. Ahmed
Name: Mark A. Ahmed
Title: Managing Director
If a corporation, partnership, trust or entity:
MASSMUTUAL Corporate Value Partners*
Name of Holder
By: /s/Mark A. Ahmed
Name: Mark A. Ahmed
Title: Managing Director
* By MASSMUTUAL Life Ins. Co., its
Investment Manager
If a corporation, partnership, trust or entity:
MASSMUTUAL High Yield Partners LLC*
Name of Holder
By: /s/Mark A. Ahmed
Name: Mark A. Ahmed
Title: Managing Director
* By HYP Management, Inc. as Manager
If a corporation, partnership, trust or entity:
JO Hambro & Partners Ltd. a/c North
Altantic Smaller Companies Investment
Trust plc
Name of Holder
By: /s/Claudia Perkins
Name: Claudia Perkins
Title: Director
Page 21 of 26 Pages
<PAGE>
If a corporation, partnership, trust or entity:
JO Hambro & Partners Ltd. a/c
American Opportunity Trust PLC
Name of Holder
By: /s/Claudia Perkins
Name: Claudia Perkins
Title: Director
If a corporation, partnership, trust or entity:
JO Hambro & Partners Ltd. Main Account
Name of Holder
By: /s/Claudia Perkins
Name: Claudia Perkins
Title: Claudia Perkins
If a corporation, partnership, trust or entity:
JO Hambro & Partners Ltd. a/c Isle of Man
Name of Holder
By: /s/Claudia Perkins
Name: Claudia Perkins
Title: Director
If a corporation, partnership, trust or entity:
Bank of Bermuda (Guernsey) Limited
Name of Holder
By: /s/C.M. Butt
Name: C.M. Butt
Title: Officer Operatoins
By: /s/D. Cherry
Name: D. Cherry
Title: Senior Settlements Administrator
Page 22 of 26 Pages
<PAGE>
If a corporation, partnership, trust or entity:
The Tail Wind Fund Ltd.
Name of Holder
By: /s/Michael M. Darville
Name: Michael M. Darville
Title: Director
By: /s/Anita M. Donalds
Name: Anita M. Donalds
Title:
If a corporation, partnership, trust or entity:
Chelverton Fund Ltd.
Name of Holder
By: /s/James Morton
Name: R.J.P. Morton
Director of European American
Securities, Inc. Manager of the
Title: Chelverton Fund
If a corporation, partnership, trust or entity:
Equitable Life Assurance Society
Name of Holder
By: /s/Paul Gaunt
Name: Paul Gaunt
Title: Assistant General Manager
If a corporation, partnership, trust or entity:
Swiss Bank Corporation (Luxembourg)
Ltd.
Name of Holder
By: /s/Authorized Signatory
Name: Authorized Signatory
Title:
Page 23 of 26 Pages
<PAGE>
If a corporation, partnership, trust or entity:
Waterstock Asset Management Ltd.
Name of Holder
By: /s/Jan Lundqvist
Name: Jan Lundqvist
Title: MD
If a corporation, partnership, trust or entity:
First Chicago Capital Corporation
Name of Holder
By: /s/Geoffrey L. Stringer
Name: Geoffrey L. Stringer
Title: Chairman and CEO
If a corporation, partnership, trust or entity:
EOS Partners LP
Name of Holder
By: /s/Steven M. Friedman
Name: Steven M. Friedman
Title: General Partner
If a corporation, partnership, trust or entity:
C.S.L. Associates, L.P.
Name of Holder
By: /s/Charles S. Lipson
Name: Charles S. Lipson
Title: General Partner
If a corporation, partnership, trust or entity:
NUFI
Name of Holder
By: /s/David B. Pinkerton
Name: David B. Pinkerton
Title: Vice President
Page 24 of 26 Pages
<PAGE>
If a corporation, partnership, trust or entity:
Network Fund III, Ltd.
Name of Holder
By: /s/William P. O'Donnell
Name: William P. O'Donnell
Title: Managing Partner
If An Individual:
/s/John W. Gildea
Name:
If a corporation, partnership, trust or entity:
Gildea Investment Company Defined
Benefits Plan
Name of Holder
By: /s/John W. Gildea
Name: John W. Gildea
Title:
If An Individual:
/s/William P. O'Donnell
Name:
If An Individual:
/s/Steven L. and Stephanie D. Volla JT
Name:
Page 25 of 26 Pages
<PAGE>
APPENDIX A
Number of
Name of Holder Registrable Securities
- -------------- ----------------------
MASSMUTUAL Long Term Pool 138,450
MASSMUTUAL Corporate Value Partners Limited 69,250
MASSMUTUAL High Yield Partners LLC 92,300
North Atlantic Smaller Companies 275,000
American Opportunity Trust 100,000
JO Hambro & Partners - Main Account 8,000
JO Hambro & Partners - Isle of Man Account 2 42,000
ORYX International Growth Fund 75,000
The Tail Wind Fund Ltd. 19,000
The Chelverton Fund Limited 6,000
Equitable Life Assurance Society 650,000
Swiss Bank Corporation (Luxemborg) SA Luxemborg 225,000
Banque Edouard Constant SA, Geneva 25,000
First Chicago Capital Corporation 500,000
EOS Partners, LP 50,000
CSL Associates, LP 15,000
NUFI 150,000
Network Fund III, Ltd. 500,000
John W. Gildea 75,000
Gildea Investment Company Defined Benefit Plan 25,000
William P. O'Donnell 10,000
Steven L. Volla and Stephanie D. Volla JT 50,000
Total: 3,100,000
=========
Page 26 of 26 Pages
