EXHIBIT 99.4
NOTICE OF GUARANTEED DELIVERY
FOR
SUBSCRIPTION WARRANTS ISSUED BY
THE GENERAL CHEMICAL GROUP INC.
This form is being distributed in connection with the offering by The
General Chemical Group Inc. ("GCG") of [__________] newly-issued shares of its
common stock (the "Common Stock"), for a subscription price of $[____] per share
(the "Subscription Price"), pursuant to subscription rights (the "Rights")
distributed by GCG to the holders of record of its Common Stock as of the close
of business on [__________], 2001. The Rights are described in the Prospectus,
dated [__], 2001 (the "Prospectus"), of GCG and are evidenced by subscription
warrants registered in the names of the record holders of Common Stock (or in
the name of their nominees).
A holder of Rights must use this Notice of Guaranteed Delivery form, or
one substantially equivalent hereto, if such holder desires to exercise all or a
portion of such Rights, but cannot deliver the subscription warrant(s)
evidencing the Rights to Mellon Bank, N.A., c/o Mellon Investor Services LLC,
the subscription agent for the offering, at or prior to [__________], 2001, at
5:00 p.m. New York City time, unless extended by GCG (the "Expiration Date").
This Notice of Guaranteed Delivery form must be delivered by hand or sent by
facsimile transmission or mail to Mellon Bank, N.A., c/o Mellon Investor
Services LLC, and must be received by Mellon Investor Services LLC (an affiliate
of Mellon Bank, N.A.) on or prior to the Expiration Date.
Whether or not a Notice of Guaranteed Delivery form is used by a holder of
Rights, payment of the Subscription Price for each share of Common Stock
subscribed for by such holder must be received by Mellon Investor Services LLC
(an affiliate of Mellon Bank, N.A.) in the manner specified in the Prospectus at
or prior to the Expiration Date. Please see the discussion set forth under "The
Rights Offering--Procedures to Exercise Rights" in the Prospectus.
Deliveries to Mellon Investor Services LLC (an affiliate of Mellon Bank,
N.A.) may be made as follows:
By hand delivery: By overnight courier:
By mail: 120 Broadway 85 Challenger Road
P.O. Box 3301 13th Floor Overpeck Center
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ 07660
By facsimile transmission:
1 (201) 296-4293
Your should confirm receipt of all facsimile transmissions by calling 1
(201) 296-4860.
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY FORM TO AN ADDRESS OTHER
THAN AS SET FORTH ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE OTHER
THAN AS SET FORTH, ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
Gentlemen:
The undersigned hereby represents that (i) he or she is the holder of one
or more subscription warrants representing ____________________ Rights and (ii)
that such subscription warrant(s) cannot be delivered to Mellon Bank, N.A., c/o
Mellon Investor Services LLC at or before the Expiration Date. Upon the terms
and subject to the conditions set forth in the prospectus for the offering,
receipt of which is hereby acknowledged, the undersigned hereby elects to
exercise (x) the Basic Subscription Privilege to subscribe for one share of
Common Stock for each whole Right represented by such Subscription Warrant and
(y) the Oversubscription Privilege relating to each such Right, to the extent
that shares of Common Stock are available, for an aggregate of up to
______________ shares of Common Stock. The undersigned understands that payment
of $[___] per share for each share of Common Stock subscribed for pursuant to
the Basic Subscription Privilege and Oversubscription Privilege must be received
by the Subscription Agent at or before the Expiration Date. The undersigned
represents that such payment, in the aggregate amount of $_____________________,
either (check appropriate box):
|_| is being delivered to Mellon Bank, N.A., c/o Mellon Investor Services LLC
herewith
|_| has been delivered separately to Mellon Bank, N.A., c/o Mellon Investor
Services LLC and is or was delivered in the manner set forth below (check
appropriate box and complete information relating thereto):
|_| wire transfer of funds:
name of transferor institution: ____________________________________
date of transfer: __________________________________________________
confirmation number (if available):_________________________________
|_| uncertified check (Payment by uncertified check will not be deemed
to have been received by Mellon Investor Services LLC (an affiliate
of Mellon Bank, N.A.) until such check has cleared. Holders paying
by such means are urged to make payment sufficiently in advance of
the Expiration Date to ensure that such payment clears by such date.
Please allow at least seven business days for an uncertified check
to clear.)
|_| certified check or bank draft (cashier's check)
date of transfer: __________________________________________________
name of institution check drawn on):________________________________
|_| U.S. postal money order, dated _____________________________________
Signature: ________________________________________
Name (please type or print): ________________________________________
Address: _______________________________________________________________________
(Area Code) and Tel. No.: (________)____________________
Subscription Warrant No(s). (if available): ____________________________________
GUARANTY OF DELIVERY
(NOT TO BE USED FOR SUBSCRIPTION WARRANT SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or member of the National Association of Securities Dealers, Inc.,
commercial bank or trust company having an office or correspondent in the United
States, or other eligible guarantor institution which is a member of or a
participant in a signature guarantee program acceptable to Mellon Investor
Services LLC (an affiliate of Mellon Bank, N.A.), guarantees that the
undersigned will deliver to Mellon Bank, N.A., c/o Mellon Investor Services LLC
the certificates representing the Rights being exercised hereby, with any
required signature guarantees and any other required documents, all within three
New York Stock Exchange trading days after the date hereof.
Authorized Signature: ________________________________________
Name (please type or print): ________________________________________
Name of Firm: ________________________________________
Address: _______________________________________________________________________
(Area Code) and Tel. No.: (________)____________________
Dated: ________________________________________
The institution which completes this form must communicate the guarantee
to Mellon Bank, N.A. (acting through its affiliate Mellon Investor Services LLC)
and must deliver the relevant subscription warrant(s) to Mellon Bank, N.A., c/o
Mellon Investor Services LLC within the time period shown herein. Failure to do
so could result in a financial loss to such institution.