<PAGE> 1
THIS DOCUMENT IS A COPY OF
SCHEDULE 13G FILED ON
FEBRUARY 18, 1997, PURSUANT TO
A RULE 201 TEMPORARY HARDSHIP
EXEMPTION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
-------------
The General Chemical Group Inc.
-----------------------------------------
(Name of Issuer)
Class B Common Stock, par value $.01 per share
----------------------------------------------
(Title of Class of Securities)
369332 10 1
-----------------------------------------
(CUSIP Number)
-------------
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 the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Continued on Following Pages
Page 1 of 6 Pages
<PAGE> 2
CUSIP NO. 369332 10 1 SCHEDULE 13G PAGE 2 OF 6 PAGES
--------------------- ----- -----
(1) NAMES OF REPORTING PERSON: Stonor Group Limited
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS:
---------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions): (b) [ x ]
---------------------------------------------------------------------
(3) SEC USE ONLY
---------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION:
Liberia
---------------------------------------------------------------------
(5) SOLE VOTING POWER:
NUMBER OF -0-
SHARES --------------------------------------------------------
BENEFICIALLY (6) SHARED VOTING POWER:
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (7) SOLE DISPOSITIVE POWER:
PERSON WITH 4,443,046
--------------------------------------------------------
(8) SHARED DISPOSITIVE POWER:
4,443,046
--------------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
4,443,046
---------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES: [ ]
---------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
19.95%
---------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON (See Instructions):
CO
---------------------------------------------------------------------
<PAGE> 3
Item 1. Identity of Issuer
(a) The name of the Issuer is The 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 Stonor Group Limited
("Stonor") with an address of 80 Broad Street,
Monrovia, Liberia (the "Reporting Person"). The
Reporting Person is a Liberian corporation.
(d)-(e) This report covers the Issuer's Class B Common Stock,
par value $.01 per share (the "Class B Common Stock").
The CUSIP number of the Class B Common Stock is 369332 10 1.
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, par value $.01 per share
of the Issuer (the "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)
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 Person beneficially owns 4,443,046 shares of
Class B Common Stock. The 4,443,046 shares of Class B Common
Stock held by the Reporting Person are under a voting proxy
given to Paul M. Montrone ("Mr. Montrone") pursuant to the
Voting Agreement dated as of December 16, 1996 (the "Voting
Agreement"), between the Reporting Person and Mr. Montrone.
Mr. Montrone beneficially owns 14,261,467 shares of Class B
Common Stock and 50,000 shares of Common Stock.
Page 3 of 6 Pages
<PAGE> 4
(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 owned by the Reporting Person, the
Reporting Person would beneficially own 4,443,046 shares
of Common Stock, which would constitute 19.95% 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 4,443,046 shares of Class B Common Stock
represents voting power of approximately 29.5% of the
aggregate voting power of the Issuer.
(c)(i) Mr. Montrone has sole voting power with respect to the 4,443,046
shares of Class B Common Stock under a voting proxy pursuant
to the Voting Agreement.
(ii) None
(iii) The Reporting Person has sole dispositive power with respect to
the 4,443,046 shares of Class B Common Stock.
(iv) None
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Page 4 of 6 Pages
<PAGE> 5
Item 6. Ownership of More than Five Percent on Behalf of Another Person
Not Applicable.
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
Not Applicable.
Item 9. Notice of Dissolution of Group
Not Applicable.
Item 10. Certification
Not Applicable.
Page 5 of 6 Pages
<PAGE> 6
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.
STONOR GROUP LIMITED
/s/ R. John Whillis
-------------------------
R. John Whillis, Director
Date: February 14, 1997
Page 6 of 6 Pages
