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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1997
REGISTRATION STATEMENT NO. 333 -[ ]
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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THE GENERAL CHEMICAL GROUP INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 02-0423437
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
(603) 929-2606
(Address, including zip code and telephone
number, including area code, of Registrant's
principal executive offices)
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RICHARD R. RUSSELL
President and Chief Executive Officer
The General Chemical Group Inc.
Liberty Lane
Hampton, New Hampshire 03842
(603) 929-2606
(Name, address, including zip code, and telephone number,
including area code of agent for service)
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Copies of all communications should be sent to:
RAYMOND C. ZEMLIN, P.C.
Goodwin, Procter & Hoar LLP
Exchange Place
Boston, Massachusetts 02109-2881
(617) 570-1000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Proposed
Title of Each Class of Amount Maximum Maximum Amount of
Securities to Be to Offering Price Aggregate Registration
Registered Be Registered Per Share(1) Offering Price(1) Fee
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------
Common Stock, $0.01 par value 3,100,000 Shares $25.75 $79,825,000 $24,189.39
============================================================================================================
</TABLE>
(1) Based upon the average of the high and low sale prices reported on The New
York Stock Exchange on June 30, 1997 and estimated solely for purposes of
calculating the registration fee in accordance with Rule 457(c) under the
Securities Act of 1933.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
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PROSPECTUS
THE GENERAL CHEMICAL GROUP INC.
3,100,000 Shares of Common Stock
This Prospectus relates to 3,100,000 shares (the "Shares") of Common
Stock, $0.01 par value per share (the "Common Stock"), of The General Chemical
Group Inc. (the "Company") to be sold by certain stockholders of the Company
(the "Selling Stockholders") from time to time. The Selling Stockholders may
sell the Shares from time to time in transactions on The New York Stock
Exchange, in negotiated transactions or by a combination of these methods, at
fixed prices that may be changed, at market prices at the time of sale, at
prices related to market prices or at negotiated prices. The Selling
Stockholders may effect these transactions by selling the Shares to or through
broker-dealers, who may receive compensation in the form of discounts or
commissions from the Selling Stockholders or from the purchasers of the Shares
for whom the broker-dealers may act as an agent or to whom they may sell as a
principal, or both. See "Selling Stockholders" and "Plan of Distribution." The
Common Stock of the Company is traded under the symbol "GCG" on The New York
Stock Exchange. On June 30, 1997, the reported closing price for the Common
Stock on The New York Stock Exchange was $26.75.
The Company will not receive any of the proceeds from the sale of the
Shares. The Company has agreed to bear all of the expenses in connection with
the registration and sale of the Shares (other than underwriting discounts and
selling commissions, any applicable transfer taxes and the fees and expenses of
counsel to the Selling Stockholders).
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS WHICH SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS IN PURCHASING THE
SHARES OF COMMON STOCK OFFERED HEREBY.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
--------------------
THE DATE OF THIS PROSPECTUS IS JULY 1, 1997.
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, a Registration Statement (which term
shall include all amendments, exhibits and schedules thereto) on Form S-3 under
the Securities Act of 1933, as amended (the "Securities Act") with respect to
the shares of Common Stock offered hereby. This Prospectus, which constitutes a
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission, to which
Registration Statement reference is hereby made. For further information with
respect to the Company and the securities covered hereby, reference is made to
the Registration Statement and to the exhibits thereto filed as a part thereof.
The Registration Statement and the exhibits thereto may be inspected and copied
at prescribed rates at the public reference facilities maintained by the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC
20549 and at the regional offices of the Commission located at Seven World Trade
Center, 13th Floor, New York, New York 10048 and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661, and copies may be obtained at the prescribed
rates from the Public Reference section of the Commission at its principal
office in Washington, DC. The Commission also maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants, including the Company, that file
electronically with the Commission. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is made to
the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files proxy statements, reports and other information with
the Commission. Such proxy statements, reports and other information filed by
the Company may be inspected and copied at prescribed rates at the
aforementioned public reference facilities maintained by the Commission. The
Common Stock of the Company is traded on The New York Stock Exchange under the
symbol "GCG." Reports and other information concerning the Company may be
inspected at The New York Stock Exchange, Inc., 20 Broad Street, New York, NY
10005.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in, and made a part of, this Prospectus by reference as of their
respective dates: (1) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996; (2) the Company's Quarterly Report on Form 10-Q
for the fiscal quarter ended March 31, 1997; (3) the definitive Proxy Statement
of the Company for the Annual Meeting of Stockholders held May 13, 1997; and (4)
the description of the Common Stock of the Company contained in the Company's
Registration Statement on Form S-1, dated March 15, 1996 (File No. 33-83766),
including all amendments and reports updating such description.
Each document filed subsequent to the date of this Prospectus pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this offering shall be deemed to be incorporated by reference in
this Prospectus and shall be a part hereof from the date of filing of such
document. The Company will furnish without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon request, a copy of
any or all of the documents that have been incorporated by reference to the
Registration Statement of which this Prospectus is a part, other than exhibits
to such documents. Requests should be addressed to: The General Chemical Group
Inc., Liberty Lane, Hampton, New Hampshire 03842, Attention: Corporate Secretary
(telephone number (603) 929-2606).
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THE COMPANY
The General Chemical Group Inc. (the "Company"), which has a history
dating back to 1899, is a diversified manufacturing company predominantly
engaged in the production of inorganic chemicals, with manufacturing facilities
located in the United States and Canada. Through its Chemical Segment, the
Company is a leading producer of soda ash in North America, and a major North
American supplier of calcium chloride, sodium and ammonia salts, sulfites,
nitrites, aluminum-based chemical products, printing plates and refinery and
chemical regeneration services to a broad range of industrial and municipal
customers. Through its Manufacturing Segment, the Company manufactures precision
and highly engineered stamped and machined metal products, principally
automotive engine parts.
The Company was organized in 1988 as a Delaware corporation. The
Company's principal operating subsidiaries were transferred in 1986 by
AlliedSignal to a predecessor of the Company, at which time new operating
management was installed.
CHEMICAL SEGMENT
The Company's Chemical Segment accounted for approximately 86 percent of
the Company's consolidated 1996 net revenues. Within the Chemical Segment, the
industrial chemical product lines consisting of soda ash and calcium chloride
accounted for approximately 47 percent of the Company's consolidated 1996 net
revenues. Soda ash, an inorganic chemical also referred to as sodium carbonate
or alkali, is used in the manufacture of many familiar consumer products found
in virtually every home, including glass, soap, detergent, paper, textiles and
food. The Company produces natural soda ash through a 51 percent-owned
partnership, General Chemical (Soda Ash) Partners ("GCSAP"), at its plant in
Green River, Wyoming, and synthetic soda ash through its wholly owned Canadian
subsidiary at its plant in Amherstburg, Ontario. General Chemical is the
managing partner of GCSAP. Calcium chloride, a co-product of the synthetic soda
ash process, is sold primarily for use on Canada's extensive network of unpaved
roads for dust control and roadbed stabilization during the summer and on
highways for melting ice in the Northeast United States during the winter.
The Company's Chemical Segment also includes the derivative products and
services product lines which accounted for approximately 39 percent of the
Company's consolidated 1996 net revenues. The derivative products and services
product lines encompass a wide range of products, including sulfuric acid,
sodium and ammonia salts, sulfites, aluminum-based chemical products and
nitrites, that are derived principally from the Company's production of soda ash
and regeneration of sulfuric acid. These derivative products are categorized
into five major product line groups whose end markets include refinery and
chemical sulfuric acid regeneration, water treatment, photo chemicals, pulp and
paper, chemical processing, semiconductor devices and printing.
MANUFACTURING SEGMENT
The Company's Manufacturing Segment accounted for approximately 14
percent of the Company's consolidated 1996 net revenues and specializes in the
manufacture of precision and highly engineered stamped and machined metal
products for the automotive industry. These products consist primarily of
automotive engine components such as rocker arms, roller rocker arms and roller
followers.
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This Prospectus, including the information incorporated herein by
reference, contains forward-looking statements within the meaning of Section 27A
of the Securities Act and Section 21E of the Exchange Act. The Company's actual
results could differ materially from those projected in the forward-looking
statements set forth in this Prospectus including the information incorporated
herein by reference. Investors should carefully consider the discussion of risk
factors below, in addition to the other information contained in this
Prospectus, in connection with an investment in the Shares offered hereby.
RISK FACTORS
In addition to the other information contained or incorporated by
reference in this Prospectus, the following factors should be considered
carefully in evaluating an investment in the shares of Common Stock offered by
this Prospectus.
Prospective purchasers should carefully consider all the information in
this Prospectus and in particular the following before deciding to purchase any
Shares.
INDUSTRY CYCLICALITY AND COMPETITION
The chemical industry has historically experienced periodic downturns
that have had an adverse effect on the industry as a whole and on the Company
and its profits. Furthermore, certain of the businesses in which the Company
engages are highly competitive.
The profitability of the Company's 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
Company's control -- such as increases in industry capacity, decreases in demand
for soda ash (or its end-use products such as glass, sodium based chemicals and
detergents) and the change in price and/or availability of substitute products
- -- the effect of which cannot be accurately predicted.
Historically, the price of soda ash has fluctuated based on the rate of
industry capacity utilization by U.S. producers. In general, over time,
profitability increases and decreases with concomitant increases and decreases
in the industry utilization rate. Although pricing is lower in 1997 due to
recent expansions by several producers, industry operating rates are expected to
remain high.
In addition, several existing U.S. natural soda ash producers have
announced capacity expansions totaling in excess of 2.0 million tons over the
1998-2003 time frame. While it is uncertain whether all the expansions will
occur, based on current market conditions, the Company believes that export
growth, the closure of additional synthetic soda ash facilities outside North
America and new customer applications for soda ash will increase demand for U.S.
soda ash to absorb the potential new capacity. Absent such improvements, if
completed, the announced expansions would likely lower the industry utilization
rate.
In addition, in 1993, a company controlled by a private entrepreneur
announced plans to construct a 1.0 million-ton trona-benefication plant at Green
River, Wyoming, employing new (and yet to be commercialized) technology. While
there can be no assurance that this plant will not proceed, its construction is
contingent upon obtaining all of the necessary regulatory approvals and permits,
mineral leases and financing. It is uncertain at this time whether any or all of
these requirements have been or will be met.
The soda ash industry, like other domestic industries with significant
export volume, faces certain competitive pressures overseas. In this regard,
fluctuations in the value of the U.S. dollar can alter the competitiveness of
U.S. soda ash sold in overseas markets.
With respect to calcium chloride, the Company, with 450,000 tons of
capacity, is the largest producer of calcium chloride in Canada and the second
largest in North America. Its major competitors are Dow Chemical, Tetra
Technologies and local producers in Western Canada. In 1996, total industry
capacity in the United States and Canada
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was approximately 1.9 million tons. During 1997, Ambar, Inc., an oil services
company, began production of calcium chloride in Michigan with an announced
plant capacity of 300,000 tons.
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 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 the insurance
policies described below, has agreed to make available a maximum of $180 million
to implement the settlement. Various "funds" and "pools" are established by the
settlement agreement to compensate claimants in different subclasses who meet
certain requirements. Of this amount, $24 million has been allocated for
punitive damages, notwithstanding the Company's strong belief that punitive
damages are not warranted. The settlement also makes available $23 million of
this $180 million for the payment of legal fees and litigation costs to class
counsel and the plaintiffs' management committee.
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.
Approximately 2,800 claimants, which constitutes less than 5 percent of the
total number of claimants, have elected to so opt out. Except with respect to
compensatory damage claims by claimants electing to opt out, the settlement
fully releases from all claims arising out of the July 26, 1993 incident the
Company and all of its related entities, shareholders, directors, officers and
employees, and all other entities who have been or could have been sued as a
result of the July 26th incident, including all those who have sought or could
seek indemnity from the Company.
Notices of appeal of all or portions of the settlement approved by the
court have been filed by five law firms representing approximately 2,750 of the
opt-outs, with 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 the plaintiffs' attorneys' fees on the ground that the
appealing attorneys lacked standing to appeal. The Court of Appeals also
dismissed each of the other grounds for appeal, 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 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 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 18, 1997, the
California Court of Appeals denied a petition for review of the dismissals filed
by attorneys for the dismissed opt-out claimants, thereby electing not to review
the decision. The same attorneys have filed a petition with the California
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Supreme Court for review of the California Court of Appeals' denial of their
prior petition, and the California Supreme Court denied this petition on June
11, 1997.
The settlement includes various terms and conditions designed to protect
the Company in the event that the settlement as approved by the court is
overturned or modified on appeal. If such an overturn or modification occurs,
the Company has the right to terminate the settlement and make no further
settlement payments, and any then unexpended portions of the settlement proceeds
(including, without limitation, the $24 million punitive damage fund) would be
available to address any expenses and liabilities that might arise from any such
an overturn or modification. In addition, in the event that the settlement as
approved by the court is overturned or modified on appeal, the release document
signed by settling claimants contains language which fully releases the Company
from any further claims, either for compensatory or punitive damages, arising
out of the July 26, 1993 incident. The Company has presently obtained releases
from over 94 percent of the settling claimants and believes that it will have
obtained the majority of releases from the remaining settling claimants prior to
any such appeal being ruled on by an appellate court.
It is possible that one or more of the opt-out 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 California Court of Appeals.
While there can be no assurances regarding how an appellate court might rule in
the event of a refiling of an appeal of the settlement, the Company believes
that the settlement will be upheld on appeal. In the event of a 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 overturned 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 million. The first two layers of coverage total $25 million with a
sublimit of $12 million applicable to the July 26, 1993 incident, and the
Company also has excess insurance policies of $175 million 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 million in settlement of all
claims the Company had against that carrier. In the third quarter of 1994, the
Company recorded a $9 million 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.
LEVERAGE
The Company had $234.6 million of total long-term debt at December 31,
1996. The Company will be required to repay $17.4 million of long-term debt in
1997. The high level of the Company's indebtedness poses risks to investors in
the Shares, including the risks that the Company might not generate sufficient
cash flow to service the Company's obligations, that the Company might not be
able to obtain additional financing in the future and that the Company may be
more highly leveraged than certain of its competitors which may put it at a
competitive disadvantage. The Company's ability to service its debt will depend
on its future performance, which will be subject to prevailing economic and
competitive conditions and to other factors.
VOTING CONTROL BY AND RELATIONSHIP WITH PRINCIPAL STOCKHOLDERS; ANTI-TAKEOVER
EFFECT OF DUAL CLASSES OF STOCK
Holders of Common Stock are entitled to one vote per share and holders
of Class B Common Stock are entitled to 10 votes per share. Paul M. Montrone,
Chairman of the Board of Directors, and a grantor retained annuity trust (the
"GRAT") of which Mr. Montrone is a beneficiary and currently a co-trustee,
beneficially own approximately 59% and 41%, respectively, of the outstanding
Class B Common Stock. These holdings of Class B Common Stock represent in the
aggregate approximately 90% of the combined voting power of the outstanding
shares of Common
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Stock and Class B Common Stock. Accordingly, Mr. Montrone alone has sufficient
voting power (without the consent of any other stockholder of the Company) to
elect the entire Board of Directors of the Company 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 in control of the Company. Mr. Montrone's ability to
affect the business affairs and operations of the Company is increased by his
position as Chairman of the Company's Board of Directors. In addition, Mr.
Montrone may from time to time acquire shares of Common Stock or warrants,
options or rights to acquire shares of Common Stock in the open market or in
privately negotiated transactions, and the Company has entered into an agreement
with Mr. Montrone pursuant to which the Company has agreed not to take any
actions attempting to interfere with any such acquisitions. In April 1996, the
Company entered into a Stockholder Agreement with the GRAT pursuant to which the
GRAT granted to the Company a right of first refusal with respect to any
transfer of shares of Common Stock by the GRAT through March 31, 2001. In
exchange, the Company agreed to register for sale under the Securities Act of
1933, as amended, at any time beginning on March 1, 1997 and ending on March 1,
2001, shares of Common Stock which the GRAT may from time to time distribute to
Mr. Montrone or his assignees, although Mr. Montrone would not be obligated to
sell any such shares of Common Stock.
Mr. Montrone and Paul Meister, a Director of the Company, are Managing
Directors of Latona Associates Inc. (the "Management Company"), a management
company controlled by Mr. Montrone. On January 1, 1995, the Company entered into
an agreement with the Management Company to provide the Company with strategic
guidance and advice related to financings, security offerings, recapitalizations
and restructures, tax, corporate secretarial, employee benefit and other
administrative services as well as to provide advice regarding the Company's
automotive parts manufacturing businesses. In 1996, Mr. Meister joined the
Management Company with the objective of enhancing its ability to provide these
strategic services and to develop and pursue acquisitions and business
combinations designed to enhance the long-term growth prospects and value of the
Company.
Under its agreement with the Management Company, the Company agreed to
pay (and did pay during 1996) the Management Company an annual fee of $5.6
million, payable quarterly in advance, adjusted annually after 1995 for
increases in the U.S. Department of Labor, Bureau of Labor Statistics, Consumer
Price Index. In addition, in connection with any acquisition or business
combination with respect to which the Management Company advises the Company,
the Company has agreed to pay the Management Company additional fees comparable
to those received by investment banking firms for such services (subject to the
approval of a majority of the independent directors of the Company). The
agreement extends through December 31, 2004. The agreement may be terminated by
either party 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. The agreement may also be terminated by
the Company if Mr. Montrone ceases to hold, directly or indirectly, shares of
the Company's capital stock constituting at least 20 percent of the total of all
shares of Common Stock and Class B Common Stock then issued and outstanding. The
terms of the agreement between the Company and the Management Company were not
the result of arm's length negotiations. The Company has adopted a policy that
any amendment to, waiver of, extension of or other change in the terms of the
agreement with the Management Company, as well as any transactions perceived to
involve potential conflicts of interest, will require the approval of a majority
of the independent directors of the Company.
ENVIRONMENTAL CONSIDERATIONS
General. The Company's operations are subject to numerous laws and
regulations relating to the protection of human health and the environment in
the U.S. and Canada. The Company believes that it is in substantial compliance
with such laws and regulations. However, as a result of the Company's
operations, it is involved from time to time in administrative and judicial
proceedings and inquiries relating to environmental matters. These include
several currently pending administrative proceedings concerning alleged
environmental violations at the Company's facilities. Based on information
available at this time with respect to potential liability involving these
proceedings and inquires, the Company believes that any such liability would not
have a material adverse effect on its financial position or results of
operations. 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, as well as the discovery of additional or
unknown environmental contamination, if any, at the Company's facilities, could
require expenditures which might be material to or otherwise impact the
Company's operations.
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Accruals/Insurance. The Company's 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 liability can be reasonably estimated. Accruals for environmental
matters were $16.6 million and $16.3 million at December 31, 1995 and 1996,
respectively. The Company 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 catastrophic occurrences such as the July 26, 1993
Richmond, California, incident. The Company does not maintain any insurance
related specifically to remediation of existing or future environmental
contamination, if any.
LABOR RELATIONS
As of December 31, 1996, of the Company's 2,256 employees, 1,248 were
represented by ten different unions through 25 separate contracts. As a result,
the Company may be subject to work stoppages, strikes or other labor
disruptions. Since the beginning of 1986, the Company has been involved in a
total of 119 labor negotiations, only five of which have resulted in labor
disruptions. During each of these labor disruptions, Company management has
operated the plants and supplied customers without interruption until the labor
disruption was settled and a new contract agreed upon. In this respect, several
contracts, including contracts covering employees at the Company's North
Claymont, Delaware and Richmond, California facilities are up for renewal during
1997.
EFFECT OF CERTAIN ANTITAKEOVER PROVISIONS
Certain provisions of the Company's certificate of incorporation and
By-Laws could delay or frustrate the removal of incumbent directors and could
make more difficult a merger, tender offer or proxy contest, involving the
Company, even if such events would be beneficial, in the short term, to the
interests of the stockholders. The Company's certificate of incorporation and
By-Laws provide for, among other things, two classes of Common Stock, exclusive
authority of the Chairman of the Board of Directors, the President or a majority
of directors, unless otherwise required by law, to call special meetings of the
stockholders, and certain advance notice requirements for stockholder proposals,
including nominations for election to the Board of Directors. In addition, the
Company's Board of Directors has the authority to issue up to 10,000,000 shares
of Preferred Stock in one or more series and to fix the voting powers,
designations, preferences and relative, participating, option or other special
rights and qualifications, limitations or restrictions thereof without
stockholder approval.
OPERATING HAZARDS
The Company's revenues are dependent on the continued operation of its
various manufacturing facilities. The operation of chemical manufacturing plants
involves many risks, including the breakdown, failure or substandard performance
of equipment, natural disasters and the need to comply with directives of
government agencies. The occurrence of material operational problems, including
but not limited to the above events, may have a material adverse effect on the
productivity and profitability of a particular manufacturing facility, or with
respect to certain facilities, the Company as a whole, during the period of such
operational difficulties.
The Company's operations are also subject to various hazards incident to
the production of industrial 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.
Claims arising from any future catastrophic occurrence may result in the Company
being named as a defendant in lawsuits asserting potentially large claims.
GENERAL LITIGATION EXPENSE
In addition to the matters discussed above, because the production of
certain chemicals involves the use, handling, processing, storage and
transportation of hazardous materials, and because certain of the Company's
products constitute or contain hazardous materials, the Company has been subject
to claims of injury from direct exposure to such materials and from indirect
exposure when such materials are incorporated into other companies' products.
There can be no assurance that as a result of past or future operations, there
will not be additional claims of injury by employees or members of the public
due to exposure, or alleged exposure, to such materials.
8
<PAGE>
<PAGE>
Furthermore, the Company also has exposure to present and future claims with
respect to workplace exposure, workers' compensation and other matters, arising
from events both prior to and after the Offering. There can be no assurance as
to the actual amount of these liabilities or the timing thereof.
9
<PAGE>
<PAGE>
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Shares by
the Selling Stockholders.
REGISTRATION RIGHTS
The registration of the Shares pursuant to the Registration Statement of
which this Prospectus is a part will discharge certain of the Company's
obligations under the terms of a Registration Rights Agreement, dated April 22,
1997, which the Company entered into in connection with the sale by a
stockholder of the Company of 3,100,000 shares of Common Stock to the Selling
Stockholders (the "Registration Rights Agreement").
Pursuant to the Registration Rights Agreement, the Company has agreed to
pay all expenses of registering the Shares (other than brokerage and
underwriting commissions, taxes of any kind and any legal, accounting and other
expenses incurred by a holder thereunder). The Company also has agreed under the
Registration Rights Agreement to indemnify each Selling Stockholder and its
directors, officers, employees and agents and any person who controls any
Selling Stockholder against losses, claims, damages, expenses and liabilities
arising under the securities laws in connection with the Registration Statement
or this Prospectus, except to the extent that such liabilities arise out of or
are based upon any untrue or alleged untrue statement or omission in any
information furnished in writing to the Company by the Selling Stockholder
expressly for use in the Registration Statement or this Prospectus or an
amendment or supplement thereto. In addition, each Selling Stockholder under the
Registration Rights Agreement agreed to indemnify the Company and each other
Stockholder and each of their respective directors, officers, employees and
agents and any person who controls any of them, against all losses, claims,
damages, expenses and liabilities arising under the securities laws insofar as
such losses, claims, damages or liabilities relate to information furnished to
the Company by such Selling Stockholder for use in the Registration Statement or
Prospectus or an amendment or supplement thereto.
10
<PAGE>
<PAGE>
SELLING STOCKHOLDERS
The Shares are to be offered by and for the respective accounts of the
Selling Stockholders. The following table sets forth the name and number of
shares of Common Stock owned by each Selling Stockholder as of April 22, 1997.
The Shares offered by this Prospectus may be offered from time to time by the
Selling Stockholders. Because the Selling Stockholders may sell all, some or
none of the Shares, the Company has assumed that the Selling Stockholders will
sell all of the Shares in determining the number and percentage of shares of
Common Stock that each Selling Stockholder will own upon completion of the
offering to which this Prospectus relates. The amounts set forth below are based
upon information provided by the Selling Stockholders and are accurate to the
best knowledge of the Company.
Mr. John W. Gildea, one of the Selling Stockholders set forth below, is a
director of the Company. In addition, Mr. Gildea is the Chairman of the Board of
Directors, Chief Executive Officer, President, a director and sole stockholder
of Gildea Management Company, a Delaware corporation ("GMC"), which corporation
has the power to dispose of the 500,000 shares of Common Stock owned by Network
Fund III, Ltd., one of the Selling Stockholders set forth below, by virtue of an
Investment Advisory Agreement between GMC and Network Fund III, Ltd.
<TABLE>
<CAPTION>
Shares of
Shares of Common Stock Owned
Common Stock Shares of After the Offering
Beneficially Owned Common Stock ---------------------
Selling Stockholder as of April 22, 1997 Offered Hereby Number Percent
- ------------------- -------------------- -------------- ------ -------
<S> <C> <C> <C> <C>
American Opportunity Trust 100,000 100,000 0 0%
Banque Edouard Constant SA, Geneva 25,000 25,000 0 0
CSL Associates, LP 15,000 15,000 0 0
EOS Partners, LP 50,000 50,000 0 0
Equitable Life Assurance Society 650,000 650,000 0 0
First Chicago Capital Corporation 500,000 500,000 0 0
Gildea Investment Company Defined Benefit Plan 25,000 25,000 0 0
Gildea, John W. 75,000 75,000 0 0
JO Hambro & Partners - Isle of Man Account 2 42,000 42,000 0 0
JO Hambro & Partners - Main Account 8,000 8,000 0 0
Massachusetts Mutual Life Insurance Company 69,250 69,250 0 0
MASSMUTUAL High Yield Partners LLC 92,300 92,300 0 0
MASSMUTUAL Long Term Pool 138,450 138,450 0 0
Network Fund III, Ltd. 500,000 500,000 0 0
North Atlantic Smaller Companies 275,000 275,000 0 0
NUFI 150,000 150,000 0 0
O'Donnell, William P. 10,000 10,000 0 0
ORYX International Growth Fund 75,000 75,000 0 0
Swiss Bank Corporation (Luxembourg) SA Luxembourg 225,000 225,000 0 0
The Chelverton Fund Limited 6,000 6,000 0 0
The Tail Wind Fund Ltd. 19,000 19,000 0 0
Volla, Steven L. and Volla, Stephanie D. JT 50,000 50,000 0 0
--------- --------- --- ---
Total 3,100,000 3,100,000 0 0%
========= ========= === ===
</TABLE>
11
<PAGE>
<PAGE>
PLAN OF DISTRIBUTION
Shares of Common Stock covered hereby may be offered and sold from time
to time by the Selling Stockholders. The Selling Stockholders will act
independently of the Company in making decisions with respect to the timing,
manner and size of each sale. Such sales may be made in transactions on The New
York Stock Exchange or otherwise at prices related to the then current market
price or in negotiated transactions. The Selling Stockholders may also make
private sales either directly or through a broker or brokers. Sales may also be
made through the writing of options. Sales to or through a broker may be
effected by one or more of the following methods: (a) purchases by the
broker-dealer as principal and resale by such broker or dealer for its account
pursuant to this Prospectus; (b) ordinary brokerage transactions and
transactions in which the broker solicits purchasers; and (c) block trades in
which the broker-dealer so engaged will attempt to sell the Shares as agent, but
may position and resell a portion of the block as principal to facilitate the
transaction. The Company has been advised by the Selling Stockholders that they
have not, as of the date hereof, made any arrangements relating to the
distribution of the Shares covered by this Prospectus. In effecting sales,
broker-dealers engaged by the Selling Stockholders may arrange for other
broker-dealers to participate. Broker-dealers will receive commissions or
discounts from the Selling Stockholders in amounts to be negotiated prior to the
sale.
In offering the shares of Common Stock covered hereby, the Selling
Stockholders and any broker-dealers who execute sales for the Selling
Stockholders may be deemed to be "underwriters" within the meaning of the
Securities Act in connection with such sales, and any profits realized by the
Selling Stockholders and the compensation of such broker-dealer may be deemed to
be underwriting discounts and commissions under the Securities Act.
The Company has agreed to indemnify each Selling Stockholder against any
liabilities, under the Securities Act or otherwise, arising out of or based upon
any untrue or alleged untrue statement of a material fact in the Registration
Statement or this Prospectus or by any omission of a material fact required to
be stated therein except to the extent that such liabilities arise out of or are
based upon any untrue or alleged untrue statement or omission in any information
furnished in writing to the Company by the Selling Stockholder expressly for use
in the Registration Statement or this Prospectus or an amendment or supplement
thereto.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company, the Company has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
LEGAL MATTERS
The validity of the issuance of the Shares offered hereby will be passed
upon for the Company by its counsel, Goodwin, Procter & Hoar LLP, Exchange
Place, Boston, Massachusetts 02109-2881.
EXPERTS
The consolidated financial statements of The General Chemical Group Inc.
and its subsidiaries included in the Company's Annual Report on Form 10-K for
the year ended December 31, 1996 have been incorporated by reference herein and
in the Registration Statement in reliance upon the report, dated February 14,
1997, of Deloitte & Touche LLP, independent certified public accountants,
incorporated by reference herein and given upon the authority of said firm as
experts in accounting and auditing.
12
<PAGE>
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No dealer, sales representative or any other person has been authorized to
give any information or to make any representations in connection with this
offering other than those contained in this Prospectus, and, if given or made,
such information or representations must not be relied upon as having been
authorized by the Company or any other person. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
other than the shares of Common Stock to which it relates or an offer to, or a
solicitation of, any person in any jurisdiction where such an offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
sale made hereunder shall, under any circumstances, create any implication that
there has been no change in the affairs of the Company or that information
contained herein is correct as of any time subsequent to the date hereof.
---------------------------
TABLE OF CONTENTS
---------------------------
<TABLE>
<CAPTION>
Page
----
<S> <C>
Available Information....................................................................................................2
Incorporation of Certain Documents by Reference..........................................................................2
The Company..............................................................................................................3
Risk Factors.............................................................................................................4
Use of Proceeds.........................................................................................................10
Registration Rights.....................................................................................................10
Selling Stockholders....................................................................................................11
Plan of Distribution....................................................................................................12
Legal Matters...........................................................................................................12
Experts.................................................................................................................12
</TABLE>
---------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
3,100,000 Shares
THE GENERAL CHEMICAL
GROUP INC.
COMMON STOCK
---------------------------
PROSPECTUS
---------------------------
July 1, 1997
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. (1)
The following are the estimated expenses of issuance and distribution of
the Shares registered hereunder on Form S-3:
<TABLE>
<S> <C>
SEC Registration Fee........................................................ $24,190
Legal Fees and Expenses..................................................... 30,000
Blue Sky Qualification Fees and Expenses.................................... 2,500
Miscellaneous............................................................... 25,000
-------
Total................................................................. $81,690
=======
</TABLE>
(1) The amounts set forth above, except for the SEC Registration Fee, are
estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The By-Laws of the Company provide that Directors and officers of the
Company shall be, and at the discretion of the Board of Directors non-officer
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 By-Laws of the Company 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 By-Law, agreement, vote of stockholders or otherwise. The Company's
Certificate of Incorporation 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.
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
5 Opinion of Goodwin, Procter & Hoar LLP
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5)
24 Power of Attorney (included on signature page)
99.1 Registration Rights Agreement, dated April 22, 1997, between the Company and the Selling
Stockholders
</TABLE>
II-1
<PAGE>
<PAGE>
ITEM 17. UNDERTAKINGS.
A. The undersigned Registrant hereby undertakes to:
1. File, during any period in which offers and sales are
being made, a post-effective amendment to this
Registration Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) to reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement which,
individually or in the aggregate, represent
a fundamental change in the information set
forth in the Registration Statement.
Notwithstanding the foregoing, any increase
or decrease in volume of securities offered
(if the total dollar value of securities
offered would not exceed that which was
registered) and any deviation from the low
or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20 percent change
in the maximum aggregate offering price set
forth in the "Calculation of Registration
Fee" table in the effective Registration
Statement.
(iii) to include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement.
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii)
herein do not apply if the information required in a
post-effective amendment is incorporated by reference from
periodic reports filed by the undersigned Registrant under the
Exchange Act.
2. For determining liability under the Securities Act,
treat each post-effective amendment as a new
registration statement of the securities offered, and
the offering of the securities at that time to be the
initial bona fide offering.
3. File a post-effective amendment to remove from
registration any of the securities that remain unsold
at the end of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
II-2
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Hampton, state of New Hampshire, on July 1, 1997.
THE GENERAL CHEMICAL GROUP INC.
By: /s/ Ralph M. Passino
----------------------------
Ralph M. Passino
Vice President and
Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, each of the undersigned officers and
Directors of The General Chemical Group Inc. hereby severally constitutes
Richard R. Russell and Ralph M. Passino and each of them singly, his true and
lawful attorneys with full power to them, and each of them singly, to sign for
the undersigned and in his name in the capacity indicated below, the
Registration Statement filed herewith and any and all amendments to said
Registration Statement, and generally to do all such things in his name and in
his capacity as an officer or Director to enable The General Chemical Group Inc.
to comply with the provisions of the Securities Act of 1933, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming his signature as it may be signed by his said attorney, or any of
them, to said Registration Statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Paul M. Montrone Chairman of the Board and Director July 1, 1997
- ------------------------------
Paul M. Montrone
/s/ Richard R. Russell President, Chief Executive Officer July 1, 1997
- ------------------------------ and Director (Principal Executive
Richard R. Russell Officer)
/s/ Ralph M. Passino Vice President and Chief Financial July 1, 1997
- ------------------------------ Officer (Principal Financial and
Ralph M. Passino Accounting Officer)
/s/ Philip E. Beekman Director July 1, 1997
- ------------------------------
Philip E. Beekman
/s/ John W. Gildea Director July 1, 1997
- ------------------------------
John W. Gildea
/s/ Gerald J. Lewis Director July 1, 1997
- ------------------------------
Gerald J. Lewis
</TABLE>
II-3
<PAGE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Paul M. Meister Director July 1, 1997
- ------------------------------
Paul M. Meister
/s/ Scott M. Sperling Director July 1, 1997
- ------------------------------
Scott M. Sperling
/s/ Ira Stepanian Director July 1, 1997
- ------------------------------
Ira Stepanian
</TABLE>
II-4
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C>
5 -Opinion of Goodwin, Procter & Hoar LLP
23.1 -Consent of Deloitte & Touche LLP
23.2 -Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5)
24 -Power of Attorney (included on signature page)
99.1 -Registration Rights Agreement, dated April 22, 1997, between the Company and the Selling
Stockholders
</TABLE>
II-5
<PAGE>
<PAGE>
[LETTERHEAD OF GOODWIN, PROCTOR & HOAR LLP]
June 27, 1997
The General Chemical Group Inc.
Liberty Lane
Hampton, NH 03842
Ladies and Gentlemen:
This opinion is furnished in our capacity as special counsel to The
General Chemical Group Inc., a Delaware corporation (the "Company"), in
connection with the registration, pursuant to the Securities Act of 1933, as
amended (the "Securities Act"), of 3,100,000 shares (the "Shares") of common
stock, par value $0.01 per share, of the Company.
In connection with rendering this opinion, we have examined the Amended
and Restated Certificate of Incorporation and the Amended and Restated By-Laws
of the Company, both as amended to date; such records of the corporate
proceedings of the Company as we have deemed material; a registration statement
on Form S-3 under the Securities Act relating to the Shares (the "Registration
Statement") and the prospectus contained therein; and such other certificates,
receipts, records and documents as we considered necessary for the purposes of
this opinion.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdiction
other than the laws of the United States of America, the laws of The
Commonwealth of Massachusetts and the Delaware General Corporation Law.
Based upon the foregoing, we are of the opinion that the Shares are
duly authorized, validly issued and fully paid and non-assessable.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Securities Act and applicable requirements of state
laws regulating the offer and sale of securities.
<PAGE>
<PAGE>
[LETTERHEAD OF GOODWIN, PROCTOR & HOAR LLP]
The General Chemical Group Inc.
June 27, 1997
Page 2
We hereby consent to being named as counsel to the Company in the
Registration Statement, to the reference therein to our firm under the caption
"Legal Matters" and to the inclusion of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ GOODWIN, PROCTOR & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
<PAGE>
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The General Chemical Group Inc. on Form S-3 of our report dated
February 14, 1997, appearing in the Annual Report on Form 10-K of The General
Chemical Group Inc. for the year ended December 31, 1996, and to the reference
to us under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
Deloitte & Touche LLP
Parsippany, New Jersey
June 30, 1997
<PAGE>
<PAGE>
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT made as of this 22nd day 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
<PAGE>
<PAGE>
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 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
2
<PAGE>
<PAGE>
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 than 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 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
3
<PAGE>
<PAGE>
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 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;
4
<PAGE>
<PAGE>
(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,
5
<PAGE>
<PAGE>
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
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
6
<PAGE>
<PAGE>
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 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
7
<PAGE>
<PAGE>
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 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.
8
<PAGE>
<PAGE>
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
9
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<PAGE>
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:
(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).
10
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<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>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Mass Mutual Life Ins. Co.
----------------------------------------------
Name of Holder
By: /s/ Mark A. Ahmed
-------------------------------------------
Name: Mark A. Ahmed
-----------------------------------------
Title: Managing Director
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Mass Mutual Corporate Value Partner*
----------------------------------------------
Name of Holder
By: /s/ Mark A. Ahmed
-------------------------------------------
Name: Mark A. Ahmed
-----------------------------------------
Title: Managing Director
----------------------------------------
* By Mass Mutual Life Ins. Co., its Investment Manager
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Mass Mutual 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
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
JO Hambro & Partners Ltd a/c
North Atlantic Smaller Companies
Investment Trust plc
----------------------------------------------
Name of Holder
By: /s/ Claudia Perkins
-------------------------------------------
Name: Claudia Perkins
-----------------------------------------
Title: Director
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
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
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
JO Hambro & Partners Ltd
Main Account
----------------------------------------------
Name of Holder
By: /s/ Claudia Perkins
-------------------------------------------
Name: Claudia Perkins
-----------------------------------------
Title: Director
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
JO Hambro & Partners Ltd
a/c Isle of Man 2
----------------------------------------------
Name of Holder
By: /s/ Claudia Perkins
-------------------------------------------
Name: Claudia Perkins
-----------------------------------------
Title: Director
----------------------------------------
<PAGE>
<PAGE>
HOLDERS: -- PURCHASERS
Bank of Bermuda (Guernsey) Limited
----------------------------------------------
Name of Holder
By: /s/ C.M. Butt
-------------------------------------------
Name: C.M. Butt
-----------------------------------------
Title: Officer Operations
----------------------------------------
By: /s/ D. Cherry
-------------------------------------------
Name: D. Cherry
-----------------------------------------
Title: Senior Settlements Administrator
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
The Tail Wind Fund Ltd.
----------------------------------------------
Name of Holder
BRIGHTON HOLDINGS LIMITED AS SOLE DIRECTOR
By: /s/ Michael M. Darville
-------------------------------------------
Name: Michael M. Darville
-----------------------------------------
Title: Director
----------------------------------------
By: /s/ Anita M. Donald
-------------------------------------------
Name: Anita M. Donald
-----------------------------------------
Title: Director
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Chelverton Fund Ltd.
----------------------------------------------
Name of Holder
By: /s/ James Morton
-------------------------------------------
Name: R.J.P. Morton
-----------------------------------------
Title:
----------------------------------------
----------------------------------------
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
----------------------------------------------
Name of Holder
By: /s/
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
----------------------------------------------
Name of Holder
By: /s/
-------------------------------------------
Name: Swiss Bank Corporation (Luxembourg) Ltd
-----------------------------------------
Title:
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Waterstock Asset Management Ltd
----------------------------------------------
Name of Holder
By: /s/ Jan Lundquist
-------------------------------------------
Name: Jan Lundquist
-----------------------------------------
Title: MD
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
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
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
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
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
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
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
National Union Fire Insurance Company of
----------------------------------------------
Pittsburgh, Pa.
----------------------------------------------
Name of Holder
By: /s/ David B. Pinkerton
-------------------------------------------
Name: David B. Pinkerton
-----------------------------------------
Title: Vice President
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
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 Director
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
John W. Gildea
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
----------------------------------------------
Name of Holder
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
Gildea Inv. Co. Defined Benefit
----------------------------------------------
Name of Purchaser
By: /s/ John W. Gildea
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
William P. O'Donnell
----------------------------------------------
Name:
If a corporation, partnership, trust or
entity:
----------------------------------------------
Name of Holder
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
<PAGE>
<PAGE>
HOLDERS:
If An Individual:
/s/ Steven L. and Stephanie D. Volla
----------------------------------------------
Name: Steven L. and Stephanie D. Volla JT
If a corporation, partnership, trust or
entity:
----------------------------------------------
Name of Holder
By:
-------------------------------------------
Name:
-----------------------------------------
Title:
----------------------------------------
<PAGE>
<PAGE>
APPENDIX A
<TABLE>
<CAPTION>
Number of
Name of Holder Registrable Securities
- -------------- ----------------------
<S> <C>
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 (Luxemburg) SA Luxemburg 225,000
Banque Edouard Constant S.A., Geneva 25,000
First Chicago Capital Corpration 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
=========
</TABLE>
<PAGE>
