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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
-------- OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2001
OR
-------- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 1-13404
THE GENERAL CHEMICAL GROUP INC.
(Exact name of Registrant as specified in its charter)
Delaware 02-0423437
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Liberty Lane
Hampton, New Hampshire 03842
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (603) 929-2606
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes __X__ No
The number of shares of Common Stock outstanding at August 1, 2001 was
3,011,879. The number of shares of Class B Common Stock outstanding at August 1,
2001 was 700,639.
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THE GENERAL CHEMICAL GROUP INC.
FORM 10-Q
QUARTERLY PERIOD ENDED JUNE 30, 2001
INDEX
Page No.
--------
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Statements of Operations - Three Months
And Six Months Ended June 30, 2000 and 2001............................................... 1
Consolidated Balance Sheets - December 31, 2000 and
June 30, 2001............................................................................. 2
Consolidated Statements of Cash Flows - Six Months
Ended June 30, 2000 and 2001.............................................................. 3
Notes to Consolidated Financial Statements................................................. 4-7
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations.................................................. 8-9
Item 3. Qualitative and Quantitative Disclosures about Market Risk............................ 10
PART II. OTHER INFORMATION:
Item 4. Submission of Matters to a Vote of Security Holders................................... 10
Item 5. New York Stock Exchange Listing....................................................... 11
Item 6. Exhibits and Reports on Form 8-K...................................................... 11
SIGNATURES..................................................................................... 12
Part I. Financial Information
-----------------------------
Item 1. Financial Statements
THE GENERAL CHEMICAL GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
------------------- ----------------------
2000 2001 2000 2001
------- ------- -------- -------
Net sales....................................................... $80,013 $ 79,369 $145,922 $144,695
Cost of sales................................................... 70,863 69,319 128,470 133,803
Selling, general and administrative expense..................... 4,070 4,108 8,255 8,222
Restructuring charge .......................................... -- 1,721 -- 1,721
------- -------- -------- --------
Operating profit ............................................... 5,080 4,221 9,197 949
Interest expense................................................ 3,892 3,972 7,773 8,048
Interest income................................................. 266 212 595 486
Other expense, net.............................................. 61 80 72 167
------- -------- -------- --------
Income (loss) before income taxes and minority interest......... 1,393 381 1,947 (6,780)
Minority interest............................................... 2,375 1,463 5,426 2,318
------- -------- -------- --------
Loss before income taxes........................................ (982) (1,082) (3,479) (9,098)
Income tax (benefit) provision.................................. (1,188) 2 (2,440) 133
------- -------- -------- --------
Net income (loss).................................... $ 206 $ (1,084) $ (1,039) $ (9,231)
======= ======== ======== ========
Earnings (loss) per common share:
Basic................................................ $ .10 $ (0.34) $ (.50) $ (3.67)
======= ======== ======== ========
Diluted.............................................. $ .10 $ (0.34) $ (.50) $ (3.67)
======= ======== ======== ========
See the accompanying notes to consolidated financial statements.
-1-
THE GENERAL CHEMICAL GROUP INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
December 31, June 30,
2000 2001
------------ ------------
(unaudited)
ASSETS
Current assets:
Cash and cash equivalents................................................ $ 20,815 $ 18,481
Receivables, net......................................................... 58,872 60,134
Inventories.............................................................. 21,707 22,830
Deferred income taxes.................................................... 8,455 8,039
Other current assets..................................................... 13,792 8,324
--------- ---------
Total current assets.................................................. 123,641 117,808
Property, plant and equipment, net.............................................. 108,883 104,221
Other assets 18,476 14,647
--------- ---------
Total assets.......................................................... $ 251,000 $ 236,676
========= =========
LIABILITIES AND EQUITY (DEFICIT)
Current liabilities:
Accounts payable.......................................................... $ 32,097 $ 25,303
Accrued liabilities....................................................... 42,595 35,509
--------- ------------
Total current liabilities............................................. 74,692 60,812
Long-term debt.................................................................. 149,314 148,625
Other liabilities............................................................... 82,105 82,051
--------- ------------
Total liabilities..................................................... 306,111 291,488
--------- ------------
Minority interest............................................................... 41,446 40,551
Equity (Deficit):
Preferred Stock, $.01 par value; authorized 1,000,000
shares; none issued or outstanding...................................... -- --
Common Stock, $.01 par value; authorized 10,000,000
shares; issued: 1,865,051 and 3,186,136 shares at
December 31, 2000 and June 30, 2001, respectively....................... 186 317
Class B Common Stock, $.01 par value; authorized
4,000,000 shares, issued and outstanding: 395,842 and 700,641
shares at December 31, 2000 and June 30, 2001, respectively............. 39 70
Capital deficit........................................................... (104,788) (95,050)
Accumulated other comprehensive loss...................................... (4,205) (3,680)
Retained earnings......................................................... 45,463 36,232
Treasury stock, at cost: 171,999 and 174,189 shares at
December 31, 2000 and June 30, 2001, respectively....................... (33,252) (33,252)
--------- ------------
Total equity (deficit).................................................... (96,557) (95,363)
--------- ------------
Total liabilities and equity (deficit)................................ $ 251,000 $ 236,676
========= ============
See the accompanying notes to consolidated financial statements.
-2-
THE GENERAL CHEMICAL GROUP INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
Six Months Ended
June 30,
------------------
2000 2001
------ ------
Cash flows from operating activities:
Net loss.............................................................. $ (1,039) $ (9,231)
Adjustments to reconcile net loss to net cash
Depreciation and amortization....................................... 9,741 9,474
Increase in receivables............................................. (5,857) (1,262)
Decrease (increase) in inventories.................................. 2,122 (1,123)
Increase (decrease) in accounts payable............................. 1,929 (6,794)
Decrease in accrued liabilities..................................... (2,744) (7,086)
(Increase) decrease in other liabilities and assets, net............ (4,252) 9,267
Decrease in minority interest....................................... (1,069) (895)
---------- ----------
Net cash used by operating activities........................... (1,169) (7,650)
Cash flows from investing activities:
Capital expenditures.................................................. (6,254) (4,584)
---------- ----------
Net cash used for investing activities.......................... (6,254) (4,584)
---------- ----------
Cash flows from financing activities:
Proceeds from sale of stock, net...................................... -- 9,793
Other financing activities............................................ 190 107
---------- ----------
Net cash provided by financing activities....................... 190 9,900
---------- ----------
Decrease in cash and cash equivalents........................................ (7,233) (2,334)
Cash and cash equivalents at beginning of period............................. 26,630 20,815
---------- ----------
Cash and cash equivalents at end of period................................... $ 19,397 $ 18,481
========== ==========
Supplemental disclosure of cash flow information:
Cash paid (refunded) during the period for:
Interest............................................................ $ 7,361 $ 7,441
Taxes............................................................... -- (4,264)
See the accompanying notes to consolidated financial statements.
-3-
THE GENERAL CHEMICAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the three and six months ended June 30, 2001
(Dollars in thousands)
(unaudited)
Note 1 - Basis of Presentation
The General Chemical Group Inc. ("GCG" or the "Company") is a leading
North American supplier of soda ash and calcium chloride to a broad range of
industrial and municipal customers. The primary end markets for soda ash include
glass production, sodium-based chemicals, powdered detergents, water treatment
and other industrial end uses. Calcium chloride is mainly used for dust control
and roadbed stabilization during the summer and melting ice during the winter.
The accompanying unaudited consolidated financial statements include
the accounts of GCG and its subsidiaries (collectively, the "Company"). These
unaudited financial statements have been prepared by the Company pursuant to the
rules and regulations of the Securities and Exchange Commission. The financial
statements do not include certain information and footnotes required by
generally accepted accounting principles. In the opinion of management, all
adjustments (consisting of normal recurring adjustments) considered necessary
for a fair presentation have been included. Operating results for the six months
ended June 30, 2001 are not necessarily indicative of the results that may be
expected for the year ending December 31, 2001. The Company's financial
statements should be read in conjunction with the financial statements and the
notes thereto for the year ended December 31, 2000 included in the Form 10-K.
In July 2001, the Financial Accounting Standards Board ("FASB"), issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" and No. 142, "Goodwill and Other Intangible Assets". Statement No.
141 requires that all business combinations initiated after June 30,2001, be
accounted for using the purchase method of accounting. In addition, it further
clarifies the criteria for recognition of intangible assets separately from
goodwill. Statement No. 142 establishes new standards for goodwill acquired in a
business combination and eliminates the amortization of goodwill over its
estimated useful life. Rather, goodwill will now be tested for impairment
annually, or more frequently if circumstances indicate potential impairment, by
applying a fair value based test. The Company expects to adopt this statement
during the first quarter of fiscal 2002. Management does not believe that the
adoption of these standards will have a material impact on the Company's
financial position or results of operations.
Certain prior-period amounts have been reclassified to conform with the
current-year presentation.
Note 2 - Comprehensive Loss
Total comprehensive loss is comprised of net loss and foreign currency
translation gains and (losses). Total comprehensive loss for the six months
ended June 30, 2000 and 2001 was ($1,257) and ($8,706) respectively.
Note 3 - Earnings (Loss) Per Share
The computation of basic earnings (loss) per share is based on the
weighted average number of common shares and contingently issuable shares
outstanding during the period. The computation of diluted earnings per share
assumes the foregoing and, in addition, the exercise of all stock options and
restricted units, using the treasury stock method.
-4-
THE GENERAL CHEMICAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
For the three and six months ended June 30, 2001
(Dollars in thousands)
(unaudited)
The components of the denominator for basic earnings per common share
and diluted earnings per common share are reconciled as follows:
Three Months Ended Six Months Ended
June 30, June 30,
---------------------- ---------------------
2000 2001 2000 2001
---- ---- ---- ----
Basic earnings per common share:
Weighted average common shares
Outstanding.............................. 2,098,479 3,184,615 2,098,479 2,515,505
========= ========= ========= =========
Diluted earnings per common share:
Weighted average common shares
Outstanding.............................. 2,098,479 3,184,615 2,098,479 2,515,505
Options and Restricted Units............. -- - -- -
--------- --------- --------- ---------
Denominator for diluted earnings per
common share............................. 2,098,479 3,184,615 2,098,479 2,515,505
========= ========= ========= =========
At June 30, 2000 and 2001, options to purchase 234,650 shares and
225,400 shares of common stock, respectively, were not included in the
computation of diluted earnings per common share because the exercise price was
greater than the average market price of the common shares. The options, which
expire during 2008 and 2009 and 2010, were still outstanding at June 30, 2001.
At June 30, 2001, 36,493 restricted units and options were not included in the
calculation of diluted earnings per common share because its inclusion would
have resulted in an antidilutive effect.
Note 4 - Additional Financial Information
The components of inventories were as follows: December 31, June 30,
2000 2001
---- ----
(unaudited)
Raw materials...................................... $ 3,165 $ 1,446
Work in process.................................... 1,665 2,844
Finished products.................................. 10,743 12,227
Supplies and containers............................ 6,134 6,313
---------- ---------
$ 21,707 $ 22,830
========== =========
Note 5 - Restructuring
In the fourth quarter of 2000, the Company recorded a pretax
restructuring charge, including related asset writedowns and workforce
reductions, of $59.8 million. The restructuring involves the idling of the
Company's synthetic soda ash production capacity in Amherstburg, Ontario,
Canada. The balance of the restructuring accrual at December 31, 2000 was $16.1
million. Spending against this accrual was $4.9 million during the six months
ended June 30, 2001.
In the second quarter of 2001, the Company provided for additional
pretax restructuring charges of $1.7 million or $0.68 per diluted share for
revised actuarial estimates of employee termination benefits.
-5-
THE GENERAL CHEMICAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
For the three and six months ended June 30, 2001
(Dollars in thousands)
(unaudited)
Note 6 - Common Stock
On May 14, 2001, the Company issued 13,081,048 shares of Common Stock
and 3,047,985 shares of Class B Common Stock in connection with the Company's
rights offering (corresponding to approximately 1,308,105 and 304,799 shares
after the reverse split on July 13, 2001). Pursuant to the rights offering, the
holders of record of the Company's Common Stock and Class B Common Stock as of
April 16, 2001 received, at no cost, 0.77 rights to purchase one share of Common
Stock or Class B Common Stock, as appropriate, of the Company for each share of
such stock they held as of the record date. Each whole right entitled its holder
to purchase one share of Common Stock or Class B Common Stock, as appropriate,
for a subscription price of $0.62 per share. The proceeds to the Company from
this issuance of Common Stock and Class B Common Stock were approximately $10.0
million and will be used to pay costs related to the idling of the Company's
synthetic soda ash production capacity in Amherstburg, Ontario, Canada and for
general corporate purposes.
Note 7 - Related Party Transactions
Management Agreement
The Company is party to a management agreement with Latona Associates
Inc. (which is controlled by a stockholder of the Company) under which the
Company receives corporate supervisory and administrative services and strategic
guidance for a quarterly fee. This management fee was $773 and $798 for the six
months ended June 30, 2000 and 2001, respectively.
Transition Support Agreement
The Company and GenTek Inc. ("GenTek") have entered into various
transition agreements that provide mechanisms for an orderly transition
following the spin-off of GenTek from the Company. For the six months ended June
30, 2000 and 2001, the Company paid GenTek $900 and $678 related to these
transition agreements.
Other Transactions
The Company supplies soda ash to GenTek. For the six months ended June
30, 2000 and 2001, sales to GenTek amounted to $2,422 and $2,111, respectively.
Note 8 - Geographic Information
Net Sales Operating Profit (Loss)
June 30, June 30,
-------------------- -----------------------
2000 2001 2000 2001
---- ---- ---- ----
United States............................. $ 108,955 $114,119 $ 10,174 $ 3,509
Foreign ................................. 52,926 51,816 (977) (2,560)
Elimination .............................. (15,959) (21,240) -- --
----------- ------- ---------- ----------
$ 145,922 $144,695 $ 9,197 $ 949
=========== ======== ========== ===========
-6-
THE GENERAL CHEMICAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Concluded)
For the three and six months ended June 30, 2001
(Dollars in thousands)
(unaudited)
Operating profit (loss) for the foreign segment includes additional
restructuring charges of $1,721 recorded in the second quarter of 2001.
Note 9 - Segment Information
Industry segment information is summarized as follows:
Three Months Ended Six Months Ended
June 30, June 30,
2000 2001 2000 2001
---- ----- ---- ----
Net sales:
Soda Ash............................. $ 62,267 $ 59,623 $ 118,385 $ 114,045
Calcium Chloride..................... 17,747 19,746 27,537 30,650
---------- ----------- ---------- ----------
Total Segment........... $ 80,014 $ 79,369 $ 145,922 $ 144,695
========== =========== ========== ==========
Income (loss) before income taxes:
Soda Ash............................. $ (60) $ 954 $ 1,418 $ (1,242)
Calcium Chloride..................... 3,761 2,246 4,140 1,147
----------- ----------- ---------- ----------
Total Segment........... 3,701 3,200 5,558 (95)
Eliminations and other.................... (4,683) (4,282) (9,037) (9,003)
----------- ----------- ---------- ----------
$ (982) $ (1,082) $ (3,479) $ (9,098)
========== =========== ========== ==========
Income (loss) before income taxes for the soda ash segment includes
additional restructuring charges of $1,721 recorded in the second quarter of
2001.
Note 10 - Subsequent Event
On May 16, 2001, the shareholders of the Company approved a reverse
split of the Company's common stock. The ratio of the reverse split was one
share for each 10 shares held by a shareholder as of 5:00 p.m. Eastern Daylight
Time on July 13, 2001. The accompanying consolidated financial statements have
been restated to reflect the reverse split for each period presented.
-7-
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
June 30, 2001 Compared with December 31, 2000
Financial Condition
Cash and cash equivalents were $18.5 million at June 30, 2001 compared
with $20.8 million at December 31, 2000. During the first six months of 2001,
the Company used cash flow from operating activities of $7.7 million, used cash
of $4.6 million for capital expenditures and provided cash flow from financing
activities of $9.9 million.
The Company had working capital of $57.0 million at June 30, 2001 as
compared with $48.9 million at December 31, 2000. The increase in working
capital principally reflects higher receivables and inventories and lower
accrued liabilities partially offset by lower cash balances and other current
assets due to the receipt of $4.3 million of income tax refunds.
On May 14, 2001, the Company issued 13,081,048 shares of Common Stock
and 3,047,985 shares of Class B Common Stock in connection with the Company's
rights offering (corresponding to approximately 1,308,105 and 304,799 shares
after the reverse split on July 13, 2001). Pursuant to the rights offering, the
holders of record of the Company's Common Stock and Class B Common Stock as of
April 16, 2001 received, at no cost, 0.77 rights to purchase one share of Common
Stock or Class B Common Stock, as appropriate, of the Company for each share of
such stock they held as of the record date. Each whole right entitled its holder
to purchase one share of Common Stock or Class B Common Stock, as appropriate,
for a subscription price of $0.62 per share. The proceeds to the Company from
this issuance of Common Stock and Class B Common Stock were approximately $10.0
million and will be used to pay costs related to the idling of the Company's
synthetic soda ash production capacity in Amherstburg, Ontario, Canada and for
general corporate purposes.
The Company is significantly leveraged. At June 30, 2001, outstanding
indebtedness consisted of $100 million of Senior Subordinated Notes and $48.6
million outstanding under the Senior Secured Credit Facility. The Company
amended the financial covenants and other terms of its Senior Secured Credit
Facility on March 7, 2001. These amendments provide for more flexible financial
covenants for 2001 and 2002 in exchange for more restrictive covenants regarding
restricted payments, investments, incurrence of indebtedness, sales of assets,
payment of dividends or other distributions to shareholders and related matters
during these two years. In addition, the maximum amount the Company can borrow
under its Senior Secured Credit Facility during 2001 and 2002 was reduced from
$85 million to $70 million. The Company's leverage and debt service
requirements, among other things, (1) impose operating and financial
restrictions on the Company, (2) increase its vulnerability to economic
downturns, (3) potentially limit the Company's ability to respond to competitive
pressures, and (4) may limit the Company's ability to obtain additional
financing in the future for working capital, capital expenditures, acquisitions,
strategic investments or general corporate purposes.
Results of Operations
Net sales for the three and six month periods ended June 30, 2001
decreased 0.1 percent and 0.1 percent to $79.4 million and $144.7 million,
respectively, from $80.0 million and $145.9 million for the comparable prior
year periods.
-8-
Gross profit for the three month period ended June 30, 2001 increased
$0.9 million to $10.1 million from $9.2 million for the comparable prior year
period. Gross profit as a percentage of net sales for the three month period
ended June 30, 2001 increased to 12.7 percent from 11.4 percent for the same
period in 2000. Gross profit for the six month period ended June 30, 2001
decreased $6.6 million to $10.9 million from $17.5 million for the comparable
prior year period. Gross profit as a percentage of net sales for the six
month period ended June 30, 2001 decreased to 7.5 percent from 12.0 percent for
the same period in 2000. This decrease was primarily due to higher energy costs
at General Chemical (Soda Ash) Partners as well as costs incurred to start up
operations at our Manistee, Michigan calcium chloride facility, partially offset
by higher calcium chloride prices and lower operating costs resulting from the
April 2001 idling of the Company's synthetic soda ash production capacity in
Amherstburg, Ontario, Canada.
Selling, general and administrative expense as a percentage of net
sales for the three and six month period ended June 30, 2001 and 2000
decreased to 5.0 percent from 5.1 percent and to 5.6 percent from 5.7 percent.
In the second quarter, the Company recorded a restructuring charge of
$1.7 million for revised actuarial estimates of employee termination benefits.
Interest expense for the three and six month periods ended June 30,
2001 was $4.0 million and $8.0 million, which was $0.1 million and $0.2 million
higher, respectively, than the comparable prior period levels as a result of
amendments to the Company's Senior Secured Credit Facility.
Minority interest for the three and six month periods ended June 30,
2001 was $1.5 million and $2.3 million, respectively, versus $2.4 million and
$5.4 million for the same period in 2000. The decreases in both periods reflect
lower earnings at General Chemical (Soda Ash) Partners primarily due to higher
energy costs.
Net income (loss) was ($1.1) million and ($9.2) million for the three
and six month periods ended June 30, 2001, respectively, versus net income
(loss) of $0.2 million and ($1.0) million for the comparable prior year periods,
for the foregoing reasons.
Accounting Pronouncements
In July 2001, the Financial Accounting Standards Board ("FASB"), issued
Statement of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations" and No. 142, "Goodwill and Other Intangible Assets". Statement No.
141 requires that all business combinations initiated after June 30, 2001, be
accounted for using the purchase method of accounting. In addition, it further
clarifies the criteria for recognition of intangible assets separately from
goodwill. Statement No. 142 establishes new standards for goodwill acquired in a
business combination and eliminates the amortization of goodwill over its
estimated useful life. Rather, goodwill will now be tested for impairment
annually, or more frequently if circumstances indicate potential impairment, by
applying a fair value based test. The Company expects to adopt this statement
during the first quarter of fiscal 2002. Management does not believe that the
adoption of these standards will have a material impact on the Company's
financial position or results of operations.
-9-
Item 3. Qualitative and Quantitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact the
consolidated financial position, results of operations or cash flows of the
Company. The Company is exposed to market risk in the areas of interest and
foreign exchange rates.
The Company's exposure to market risk for changes in interest rates
relates primarily to the Company's obligations under its Senior Secured Credit
Facility as interest for the loans is based on a floating rate. The Company has
no cash flow exposure due to rate changes on its fixed interest rate under the
$100 million Senior Subordinated Notes as of June 30, 2001.
At June 30, 2001 the Company had $48.6 million in borrowings under the
Senior Secured Credit Facility. Accordingly, a one percent change in the
floating rate will result in interest expense fluctuating annually by
approximately $0.5 million.
The Company is also exposed to foreign exchange risk primarily to the
extent of adverse fluctuation in the Canadian dollar.
The Company does not expect to enter into financial instruments for
trading purposes. The Company anticipates periodically entering into interest
rate swap agreements to effectively convert all or a portion of its
floating-rate debt to fixed-rate debt in order to reduce its exposure to
movements in interest rates. Such agreements would involve the exchange of fixed
and floating interest rate payments over the life of the agreement without the
exchange of the underlying principal amounts. The Company also anticipates
periodically entering into currency agreements to partially reduce its exposure
to movements in currency exchange rates.
Swap agreements will only be entered into with strong creditworthy parties.
Item 4. Submission of Matters to a Vote of Security Holders
On May 16, 2001, the Company held its Annual Meeting of Stockholders. At
the meeting, Paul M. Montrone, Paul M. Meister, Philip E. Beekman, John M.
Kehoe, Jr., Gerald J. Lewis and Joseph M. Volpe were each elected as a director
of the Company to serve a one year term which will expire at the 2002 Annual
Meeting of Stockholders and until a successor has been duly elected and
qualified. For Paul M. Montrone, 52,209,518 votes were cast in favor and 611,827
were voted against. For Paul M. Meister, 52,218,384 votes were cast in favor and
602,961 were voted against. For Philip E. Beekman, 52,218,048 votes were cast in
favor and 603,297 were voted against. For John M. Kehoe, Jr., 52,209,848 votes
were cast in favor and 611,497 were voted against. For Gerald J. Lewis,
52,218,048 votes were cast in favor and 603,297 were voted against. For Joseph
M. Volpe, 52,218,748 votes were cast in favor and 602,597 were voted against.
The stockholders also approved the selection of Deloitte & Touche LLP as
the Company's independent auditors. 52,651,677 votes were cast in favor; 166,593
were voted against; and 3,075 abstained.
The stockholders also approved the Amendment to the Company's Certificate
of Incorporation to effect any of a one-for-five, one-for-seven and one-half, or
a one-for-ten reverse split of the Company's Common Stock and Class B Common
Stock as determined by the Company's Board of Directors in its sole direction.
52,132,793 votes were cast in favor of the Amendment to the Certificate of
Incorporation; 670,382 voted against; 18,170 abstained; and there were no broker
non-votes. The Board of Directors subsequently authorized a one-for-ten reverse
split as of 5:00 p.m. Eastern Daylight Time on July 13, 2001.
-10-
Item 5. New York Stock Exchange Listing
The New York Stock Exchange ("NYSE") suspended trading of the common
stock after the close of the market on July 18, 2001. Effective with the open of
the market on July 19, 2001, the Company's common stock began trading over the
counter ("OTC"). The Company's new ticker symbol is GNMP.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2.1 Amendment to the Amended and Restated Certificate of Incorporation, as
filed with the Secretary of State of the State of Delaware on July 13,
2001. Incorporated by reference to Exhibit 1 to the Form 8-K filed by the
Company on July 30, 2001.
(b) Reports on Form 8-K:
None
-11-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE GENERAL CHEMICAL GROUP INC.
-------------------------------
Registrant
Date August 14, 2001 /s/ John M. Kehoe, Jr.
------------------ ----------------------------------------------
John M. Kehoe, Jr.
President and Chief Executive Officer
(Principal Executive Officer) and Director
Date August 14, 2001 /s/ David S. Graziosi
------------------ ----------------------------------------------
David S. Graziosi
Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
-12-