<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
The General Chemical Group Inc.
-----------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
-----------------------------------------
(Title of Class of Securities)
369332 10 1
-----------------------------------------
(CUSIP Number)
Mr. John W. Gildea
115 East Putnam Avenue, Greenwich, Connecticut 06830
(203) 661-6945
-----------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 31, 1998
-----------------------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter disclosure
provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
<PAGE>
CUSIP No. 369332 10 1
1 Name of Reporting Person(1)
S.S. or I.R.S. Identification No. of Above Person
John W. Gildea
2 Check the Appropriate Box If a Member of a Group
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds
N/A
5 Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
U.S.A.
7 Sole Voting Power
Number of 590,996
Shares
Beneficially 8 Shared Voting Power
Owned By
Each 0
Reporting
Person 9 Sole Dispositive Power
With
590,996
10
Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
590,996
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
/ /
13 Percent of Class Represented By Amount in Row (11)
5.3%
14 Type of Reporting Person
IN
- ----------
(1) Filing jointly pursuant to Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended, with Network Fund
III, Ltd.
Page 2 of 6 Pages
<PAGE>
CUSIP No. 369332 10 1
1 Name of Reporting Person(2)
S.S. or I.R.S. Identification No. of Above Person
Network Fund III, Ltd.
2 Check the Appropriate Box If a Member of a Group
a. / /
b. /x/
3 SEC Use Only
4 Source of Funds
WC
5 Check If Disclosure of Legal Proceedings Is Required Pursuant to
Items 2(d) or 2(e) / /
6 Citizenship or Place of Organization
Cayman Islands
7 Sole Voting Power
470,996
Number of
Shares 8 Shared Voting Power
Beneficially
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person
470,996
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
470,996
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares
/ /
13 Percent of Class Represented By Amount in Row (11)
4.2%
14 Type of Reporting Person
CO
- --------
(2) Filing jointly pursuant to Rule 13d-1(f)(1) under the
Securities Exchange Act of 1934, as amended, with John W.
Gildea.
Page 3 of 6 Pages
<PAGE>
Item 1. Security and Issuer.
This Amendment No. 1 to the Statement on Schedule 13D
originally filed with the Securities and Exchange Commission
on May 2, 1997 (as amended, the "Schedule 13D") relates to the
Common Stock, par value $.01 per share (the "Common Stock"),
of The General Chemical Group Inc., a Delaware corporation
(the "Company"). The address of the principal executive
offices of the Company is Liberty Lane, Hampton, New Hampshire
03842.
Item 2. Identity and Background.
This Schedule 13D is filed jointly on behalf of John W.
Gildea, a United States citizen ("Gildea"), and Network Fund
III, Ltd., a Cayman Islands exempt company ("Network Fund
III"), pursuant to Rule 13d-1(f)(1) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act").
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 470,996
shares of Common Stock (the "Network Shares") beneficially
owned by Network Fund III, by virtue of an Investment Advisory
Agreement, dated February 26, 1996, between GMC and Network
Fund III (the "Investment Advisory Agreement"). Gildea also
beneficially owns 95,000 shares of Common Stock in his
individual capacity of which 10,000 are in the form of options
which have an exercise price of $24.56 per share and expire on
May 27, 2008 and 10,000 are in the form of options which have
an exercise price of $16.72 per share and expire on December
2, 2008 (collectively, the "Gildea Direct Shares"). In
addition, Gildea is the indirect beneficial owner of 25,000
shares of Common Stock (the "Gildea Indirect Shares" and,
together with the Gildea Direct Shares, the "Gildea Shares")
held by a defined benefit plan of Gildea Investment Company, a
Connecticut S corporation of which Gildea is an officer and
the sole stockholder.
Mr. William P. O'Donnell ("O'Donnell") is an officer and
director of GMC and owns 10,000 shares of Common Stock (the
"O'Donnell Shares"). Gildea and Network Fund III disclaim any
existence of a group (within the meaning of Section 13(d) of
the Exchange Act) with, between or among each other, Mr.
O'Donnell or any other person or entity.
Mr. Gildea is a member of the Board of Directors of the
Company.
Item 5. Interest in Securities of the Issuer.
(a) (i) The 470,996 Network Shares and the 120,000 Gildea
Shares beneficially owned by Gildea represent 5.3% of
the 11,205,991 shares of Common Stock of the Company
outstanding on the date hereof, based upon
information provided by the Company and calculated in
accordance with Rule 13d-3(d)(1) under the Exchange
Act.
(ii) The 10,000 O'Donnell Shares represent less than one
percent of the 11,205,991 of Common Stock of the
Company outstanding on the date hereof, based upon
information provided by the Company and calculated in
accordance with Rule 13d-3(d)(1) under the Exchange
Act.
Page 4 of 6 Pages
<PAGE>
(iii) The 470,996 Network Shares represent 4.2% of the
11,205,991 Shares of Common Stock of the Company
outstanding on the date hereof, based upon
information provided by the Company and calculated in
accordance with Rule 13d-3(d)(1) under the Exchange
Act.
(c) Except as set forth in this Schedule 13D none of Gildea,
Network Fund III, O'Donnell, or, to the best knowledge of such
parties, any of the persons named on Schedule I hereto, owns
any shares of the capital stock of the Company or has
purchased or sold any shares of the capital stock of the
Company during the past 60 days. On December 2, 1998, Mr.
Gildea received options to purchase 10,000 shares of Company
Common Stock with an exercise price of $16.72 per share which
expire on December 2, 2008.
Page 5 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: February 16, 1999
By: /s/ John W. Gildea
--------- -----------
John W. Gildea
NETWORK FUND III, LTD.
By: GILDEA MANAGEMENT COMPANY,
Investment Advisor
By: /s/ John W. Gildea
----------------------
Name: John W. Gildea
Title: President
Page 6 of 6 Pages
