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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15 (d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 18, 1999
THE GENERAL CHEMICAL GROUP INC.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
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1-13404 02-0423437
(Commission File No.) (IRS employer identification no.)
Liberty Lane, Hampton, New Hampshire 03842
(Address of principal executive offices) (zip code)
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Registrant's telephone number, including area code: (603) 929-2606
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ITEM 2: ACQUISITION OR DISPOSITIONS OF ASSETS
The General Chemical Group Inc. (the "Company") intends to separate
its manufacturing and performance products segments from its industrial
chemicals segment through a spinoff (the "Spinoff"). The Company proposes to
accomplish the Spinoff by transferring its manufacturing and performance
products segments to its subsidiary, GenTek Inc. ("GenTek"), and distributing
the stock of GenTek to shareholders of the Company. After the Spinoff, the
Company and GenTek would be separate, independent companies; the Company would
own and operate the industrial chemicals segment, and GenTek would own and
operate the manufacturing and performance products segment. As a result, the
Company's activities and operations will be significantly different following
the Spinoff. Certain members of the Board of Directors of the Company will
resign and be elected as directors of GenTek as of the Spinoff. In addition, the
senior management of GenTek will include the effective officers of the Company
currently responsible for the GenTek Business.
On March 18, 1999, the Company received a favorable private letter
ruling from the Internal Revenue Service concerning the tax-free nature of the
Spinoff. The receipt of this ruling was a condition to proceeding with the
Spinoff.
The Company currently anticipates that the consummation of the
Spinoff will occur in the second quarter of 1999. The Spinoff, however, is
subject to a number of conditions, including, among other things, (i) the
effectiveness of GenTek's Registration Statement on Form 10 for the registration
of its Common Stock under the Securities Exchange Act of 1934, (ii) closings
under new financing facilities for each of GenTek and the Company and the
application of a portion of their proceeds to repay debt of the Company, and
(iii) approval by the Board of the Company of the final terms of the Spinoff,
including the formal declaration of a dividend to the Company's shareholders.
For additional information regarding the Spinoff, GenTek and the
Company's business and operations after the Spinoff, see Amendment No.1 to the
Registration Statement on Form 10 (file No. 001-14789) of GenTek filed with the
Securities and Exchange Commission on March 22, 1999, for the registration of
its Common Stock under the Securities Exchange Act of 1934 in connection with
the Spinoff, which is incorporated herein by reference.
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ITEM 7: EXHIBITS
The following document is filed as an exhibit hereto:
2.01 Amendment No. 1 to the Registration on Form 10 of GenTek, for
the registration of its Common Stock under the Securities
Exchange Act of 1934. This exhibit is incorporated herein by
reference to Amendment No. 1 to the Registration on Form 10
(File No. 001-14789) filed with the Securities and Exchange
Commission on March 22, 1999.
Pursuant to the requirements of the Securities Exchange of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE GENERAL CHEMICAL GROUP INC.
By: /s/ William C. Keightley
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Name: William C. Keightley
Title: Vice President and Chief Financial Officer
Dated: March 22, 1999
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