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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
THE GENERAL CHEMICAL GROUP INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
369332-10-1
(CUSIP Number)
JUNE 12, 1998 AND DECEMBER 28, 1998
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[x] Rule 13d-1(d)
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 Notes).
* 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 page.
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SCHEDULE 13G
CUSIP No. 369332-10-1
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of above Person
Paul M. Montrone
Sandra G. Montrone
2 Check the Appropriate Box if a Member of a Group
(See Instructions) (a) / /
(b) /X/
3 SEC Use Only / /
4 Citizenship or Place of Organization
United States of America
5 Sole Voting Power
Paul M. Montrone 498,077 Shares
Number of Sandra G. Montrone 7,313,344 Shares
Shares
Beneficially 6 Shared Voting Power
Owned by 2,000,000 Shares
Each
Reporting 7 Sole Dispositive Power
Person with Paul M. Montrone 498,077 Shares
Sandra G. Montrone 7,313,344 Shares
8 Shared Dispositive Power
2,000,000 Shares
9 Aggregate Amount Beneficially Owned by Each Reporting
Person
9,811,421 Shares
10 Check Box If the Aggregate Amount in Row (11) Excludes / /
Certain Shares (See Instructions)
11 Percent of Class Represented by Amount in Row (11)
43.8%
12 Type of Reporting Person
IN
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SCHEDULE 13G
CUSIP No. 369332-10-1
Amendment No. 1 to Schedule 13G filed on February 14, 1997 (005-48197).
Item 1.
(a) Name of Issuer
The General Chemical Group Inc. (the "Issuer").
(b) Address of Issuer's Principal Executive Offices
Liberty Lane
Hampton, New Hampshire 03842.
Item 2.
(a) Name of Person Filing
Paul M. Montrone
Sandra G. Montrone
Mr. and Mrs. Montrone (each individually a "Reporting
Person" and together the "Reporting Persons") are husband
and wife.
(b) Address of Principal Business Office or, if none, Residence
Liberty Lane
Hampton, New Hampshire 03842
(c) Citizenship
United States of America
(d) Title of Class of Securities
This report covers the Issuer's Common Stock, par value
$.01 per share (the "Common Stock").
The Issuer has also 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 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 Transferree, as that term is defined in the
Issuer's Certificate of Incorporation. Based upon this
conversion feature of Class B Common Stock, the Reporting
Persons are, pursuant to Rule 13d-3(d)(1)(i)(B) of the
Act, deemed for purposes of this filing to be the
beneficial owners 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
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SCHEDULE 13G
CUSIP No. 369332-10-1
Common Stock vote as a single class on all matters
submitted to a vote of stockholders except as otherwise
provided by law.
(e) CUSIP Number
369332 10 1
Item 3. If this statement Is filed pursuant to Sections 240.13d-1(b) or
240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
(a) The Reporting Persons beneficially own 9,811,421 shares of
Common Stock as follows: (i) 475,077 shares of Class B
Common Stock are held directly by Mr. Montrone. (ii)
20,000 shares of Common Stock are held directly by Mr.
Montrone. (iii) 30,000 shares of Common Stock are held
directly by Mrs. Montrone. (iv) 3,000 shares of Common
Stock are held by a trust (the "Trust") of which Mr.
Montrone is the sole trustee and a beneficiary. (v)
3,283,344 shares of Class B Common Stock are held by a
grantor retained annuity trust formed in 1996 (the "1996
GRAT"), of which Mr. Montrone is the settlor and annuity
beneficiary. Mr. Montrone resigned as a co-trustee of the
1996 GRAT on June 12, 1998. Mrs. Montrone is the 1996
GRAT's sole trustee with investment and voting discretion.
(vi) 4,000,000 shares of Class B Common Stock are held by
a grantor retained annuity trust formed in February 1998
(the "February 1998 GRAT"), of which Mr. Montrone is the
settlor and annuity beneficiary. Mr. Montrone resigned as
a co-trustee of the February 1998 GRAT on June 12, 1998.
Mrs. Montrone is the February 1998 GRAT's sole trustee
with investment and voting discretion. (vii) 2,000,000
shares of Class B Common Stock are held by a grantor
retained annuity trust formed in December 1998 (the
"December 1998 GRAT"), of which Mr. Montrone is the
settlor and annuity beneficiary. The Reporting Persons are
co-trustees of the December 1998 GRAT.
An additional 100,000 shares of Common Stock are held by a
charitable foundation, of which Mr. Montrone is a director
and Mrs. Montrone is a director and officer. By virtue of
their positions with the foundation, the Reporting Persons
may be deemed to be beneficial owners of the shares of
Common Stock held by the foundation. The Reporting Persons
disclaim any beneficial ownership in the 100,000 shares of
Common Stock held by the foundation.
(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
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SCHEDULE 13G
CUSIP No. 369332-10-1
Incorporation. Assuming conversion of all such shares of
Class B Common Stock beneficially owned by the Reporting
Persons, the Reporting Persons would beneficially own
9,811,421 shares of Common Stock, which would constitute
43.8% 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
53,000 shares of Common Stock and the 9,758,421 shares of
Class B Common Stock for which the Reporting Persons have
or share voting power constitute 88.6% of the aggregate
voting power of the Issuer.
(c) (i) Mr. Montrone has sole voting power with
respect to 475,077 shares of Class B Common
Stock held directly by him, 20,000 shares of
Common Stock held directly by him and 3,000
shares of Common Stock held by the Trust.
Mrs. Montrone has sole voting power with
respect to 30,000 shares of Common Stock held
by her directly, 3,283,344 shares of Class B
Common Stock held by the 1996 GRAT and
4,000,000 shares of Class B Common Stock held
by the February 1998 GRAT.
(ii) The Reporting Persons share voting power with
one another, as co-trustees, with respect to
2,000,000 shares of Class B Common Stock held
by the December 1998 GRAT.
(iii) Mr. Montrone has sole dispositive power with
respect to the 475,077 shares of Class B Common
Stock held directly by him, the 20,000 shares
of Common Stock held directly by him and the
3,000 shares of Common Stock held by the Trust.
Mrs. Montrone has sole dispositive power with
respect to 30,000 shares of Common Stock held
by her directly, 3,283,344 shares of Class B
Common Stock held by the 1996 GRAT and
4,000,000 shares of Class B Common Stock held
by the February 1998 GRAT.
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SCHEDULE 13G
CUSIP No. 369332-10-1
(iv) The Reporting Persons share dispositive power
with one another, as co-trustees, with respect
to 2,000,000 shares of Class B Common Stock held
by the December 1998 GRAT.
Item 5. Ownership of Five Percent or less of a Class
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities beneficially owned by the
Reporting Persons.
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 2 hereto for the identity of person filing this
report pursuant to Rule 13d-1(d) under the Act. See Exhibit 1
for the agreement pursuant to which this report is filed on
behalf of each of them.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
Not applicable.
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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.
Dated: February 11, 1999
/s/ Paul M. Montrone
Paul M. Montrone
/s/ Sandra G. Montrone
Sandra G. Montrone
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INDEX OF EXHIBITS
1. Joint Filing Agreement, dated as of February 11, 1999, among the Filing
Persons.
2. List of Persons Filing Schedule 13G Pursuant to Rule 13d-1(d) under the Act.
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Exhibit 1
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities
Exchange Act of 1934, as amended, each of the undersigned agrees that the
Statement on Schedule 13G, to which this exhibit is attached, is filed its
behalf.
Dated: February 11, 1999
/s/ Paul M. Montrone
Paul M. Montrone
/s/ Sandra G. Montrone
Sandra G. Montrone
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Exhibit 2
List of Persons Filing Schedule 13G Pursuant to Rule 13d-1(d) under the Act
Paul M. Montrone
Sandra G. Montrone
