UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(Rule 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
The General Chemical Group
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
369332 10 1
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(CUSIP Number)
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* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 6 Pages
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SCHEDULE 13G
CUSIP No. 369332 10 1
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1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Paul M. Montrone
Sandra G. Montrone
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2 Check the Appropriate Box If a Member of a Group* a. |_|
b. |X|
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3 SEC Use Only
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4 Citizenship or Place of Organization
United States of America
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5 Sole Voting Power
Number of
Shares 9,327,257
Beneficially --------------------------------------------------------
Owned By 6 Shared Voting Power
Each
Reporting 4,984,210
Person --------------------------------------------------------
With 7 Sole Dispositive Power
4,884,211
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8 Shared Dispositive Power
4,984,210
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9 Aggregate Amount Beneficially Owned by Each Reporting Person
14,311,467
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10 Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares* |_|
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11 Percent of Class Represented By Amount in Row (9)
64.3%
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12 Type of Reporting Person*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 6 Pages
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Item 1. Identity of Issuer
(a) The name of the issuer is General Chemical Group Inc. (the
"Issuer").
(b) The address of the Issuer's principal executive office is
Liberty Lane, Hampton, New Hampshire 03842.
Item 2. Identity of Person Filing
(a)-(c) This report is being filed by Paul M. Montrone ("Mr.
Montrone") and Sandra G. Montrone ("Mrs. Montrone"), each
with a business address of Liberty Lane, Hampton, New
Hampshire 03842 (each individually a "Reporting Person" and
together the "Reporting Persons"). Each Reporting Person is
a citizen of the United States of America. Pursuant to Rule
13d-1(f)(iii) under the Securities Exchange Act of 1934, as
amended (the "Act"), each Reporting Person hereby affirms
that this report is being filed on such Reporting Person's
behalf.
(d)-(e) This report covers the Issuer's Common Stock, par value $.01
per share (the "Common Stock"). The CUSIP number of the
Common Stock is 369332 10 1. The Issuer also has issued
Class B Common Stock, par value $.01 per share (the "Class B
Common Stock"). As described in Item 4(b) below, each share
of Class B Common Stock is convertible at the option of the
holder into one share of Common Stock and is automatically
converted into one share of Common Stock upon transfer to a
person who is not a Permitted Transferee, as that term is
defined in the Issuer's Certificate of Incorporation. Based
upon this conversion feature of Class B Common Stock, the
Reporting Person is, pursuant to Rule 13d-3(d)(1)(i)(B) of
the Act, deemed for purposes of this filing to be the
beneficial owner of such shares of Common Stock as would be
issued upon conversion. The Common Stock and Class B Common
Stock are substantially identical except for disparity in
voting power (see Item 4(b) below), and the holders of
Common Stock and Class B Common Stock vote as a single class
on all matters submitted to a vote of stockholders except as
otherwise provided by law.
Item 3.
Not Applicable.
Item 4. Ownership
(a) The Reporting Persons beneficially own 14,311,467 shares of
Common Stock as follows: (i) 4,884,211 shares of Class B
Common Stock held directly by Mr. Montrone; (ii) 4,443,046
shares of Class B Common Stock held by Stonor Group Limited
("Stonor") for which Mr. Montrone has been given a voting
proxy pursuant to the Voting Agreement, dated as of December
16, 1996 (the "Voting Agreement"), between Stonor and Mr.
Montrone; (iii) 4,934,210 shares of Class B Common Stock
held indirectly by the Reporting Persons as co-trustees of
The Paul M. Montrone 1996 Annuity Trust; and (iv) 50,000
shares of Common Stock held indirectly by the Reporting
Persons as directors of a foundation, of which Mrs. Montrone
is also an officer. Mrs. Montrone's only beneficial
ownership interests in Common Stock arise in consequence of
(i) the 4,934,210 shares of Class B Common Stock she holds
indirectly as a co-trustee of The Paul M. Montrone 1996
Annuity Trust; and (ii) the 50,000 shares of Common Stock
held indirectly by her as a director of a foundation, of
which she is also an officer.
Page 3 of 6 Pages
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(b) Each share of Class B Common Stock is convertible at the
option of the holder into one share of Common Stock and is
automatically converted into one share of Common Stock upon
transfer to a person who is not a Permitted Transferee, as
that term is defined in the Issuer's Certificate of
Incorporation. Assuming conversion of all such shares of
Class B Common Stock beneficially owned by the Reporting
Persons, the Reporting Persons would beneficially own
14,311,467 shares of Common Stock, which would constitute
64.3% of the number of shares of Common Stock outstanding.
Each share of Common Stock entitles the holder to one vote
and each share of Class B Common Stock entitles the holder
to ten votes at each annual or special meeting of
stockholders, in the case of any written consent of
stockholders, and for all other purposes, including the
election of directors of the Issuer. The Common Stock and
Class B Common Stock are substantially identical except for
disparity in voting power, and the holders of Common Stock
and Class B Common Stock vote as a single class on all
matters submitted to a vote of stockholders except as
otherwise provided by law. Assuming no conversion of any of
the outstanding shares of Class B Common Stock, the 50,000
shares of Common Stock and the 14,261,467 shares of Class B
Common Stock for which the Reporting Persons have or share
voting power constitute 94.7% of the aggregate voting power
of the Issuer.
(c)(i) Mr. Montrone has sole voting power with respect to 9,327,257
shares of Common Stock (all of which is currently held as
Class B Common Stock) as follows: (i) 4,884,211 shares of
Class B Common Stock held directly by Mr. Montrone and (ii)
4,443,046 shares of Class B Common Stock held by Stonor for
which Mr. Montrone has been given a voting proxy pursuant to
the Voting Agreement.
(ii) The Reporting Persons share voting power with one another,
as co-trustees of The Paul M. Montrone 1996 Annuity Trust,
with respect to 4,934,210 shares of Common Stock (all of
which is currently held as Class B Common Stock) held by The
Paul M. Montrone 1996 Annuity Trust. The Reporting Persons
share voting power with respect to 50,000 shares of Common
Stock held indirectly as directors of a foundation, of which
Mrs. Montrone is also an officer.
(iii) Mr. Montrone has sole dispositive power with respect to
4,884,211 shares of Common Stock (all of which is currently
held as Class B Common Stock) held directly by Mr. Montrone.
(iv) The Reporting Persons share dispositive power with one
another, as co-trustees of The Paul M. Montrone 1996 Annuity
Trust, with respect to 4,934,210 shares of Common Stock (all
of which is currently held as Class B Common Stock) held by
The Paul M. Montrone 1996 Annuity Trust. The Reporting
Persons share dispositive power with respect to 50,000
shares of Common Stock held indirectly as directors of a
foundation, of which Mrs. Montrone is also an officer.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Page 4 of 6 Pages
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Item 6. Ownership of More than Five Percent on Behalf of Another Person
Stonor has the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of the 4,443,046 shares of
Common Stock (all currently held as Class B Common Stock) covered by
the Voting Agreement.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Not Applicable.
Item 8. Identification and Classification of Members of the Group
See Exhibit A hereto for the identity of each person filing this report
pursuant to Rule 13d-1(c) under the Act. See Exhibit B for the written
acknowledgement of the persons filing this report that such report is
filed on behalf of each of them.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
Not Applicable.
Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 14 , 1997 /s/ Paul M. Montrone
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Paul M. Montrone
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: February 14 , 1997 /s/ Sandra G. Montrone
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Sandra G. Montrone
Page 6 of 6 Pages
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EXHIBIT INDEX
Exhibit A - List of persons filing Schedule 13G pursuant to Rule 13d-1(c) under
the Act.
Exhibit B - Acknowledgment of persons filing Schedule 13G that it is filed on
behalf of each of them.
EXHIBIT A
List of Persons filing Schedule 13G
pursuant Rule 13d-1(c) under the Act
Paul M. Montrone
Sandra G. Montrone
EXHIBIT B
Acknowledgment
WHEREAS, pursuant to Rule 13d-1(f)(iii) under the Securities Exchange Act
of 1934, as amended, each of the undersigned does hereby individually
acknowledge that the Schedule 13G, bearing such person's signature and filed on
February 14, 1997, in respect of the Common Stock, par value $.01 per share, of
The General Chemical Group Inc. is filed on such person's behalf.
IN WITNESS WHEREOF, each of the undersigned has caused this Acknowledgment
to be executed as of the date set forth beside its name.
Date: February 14, 1997 /s/ Paul M. Montrone
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Paul M. Montrone
Date: February 14, 1997 /s/ Sandra G. Montrone
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Sandra G. Montrone
