Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE GENERAL CHEMICAL GROUP INC.
.................................................................
(Name of Registrant as Specified In Its Charter)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
[Logo The General Chemical Group]
April 2, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
The General Chemical Group Inc. (the 'Annual Meeting') to be held at the Mellon
Bank Building, 8 Loockerman Street, Dover, Delaware on Tuesday, May 13, 1997 at
9:30 a.m. local time.
The Annual Meeting has been called for the purpose of (i) electing seven
Directors for a one-year term; (ii) ratifying the appointment of Deloitte &
Touche LLP as the Company's independent auditors; and (iii) considering and
voting upon such other business as may properly come before the Annual Meeting
and any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on April 1, 1997 as
the record date for determining stockholders entitled to receive notice of, and
to vote at, the Annual Meeting and any adjournments or postponements thereof.
The Board of Directors recommends that you vote 'FOR' the election of the
seven nominees of the Board of Directors as Directors of the Company and the
ratification of Deloitte & Touche LLP as the Company's independent auditors.
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED TO
COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE
WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF YOU ATTEND THE
ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY
RETURNED YOUR PROXY CARD.
Very truly yours,
/s/ Richard R. Russell
Richard R. Russell
President, Chief Executive Officer
and Director
THE GENERAL CHEMICAL GROUP INC.
LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 13, 1997
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of THE
GENERAL CHEMICAL GROUP INC. ('the Company') will be held at the Mellon Bank
Building, 8 Loockerman Street, Dover, Delaware on Tuesday, May 13, 1997 at 9:30
a.m. local time for the following purposes:
1. The election of seven Directors for a one-year term.
2. The ratification of the appointment of Deloitte & Touche LLP as the
Company's independent auditors; and
3. Such other business as may properly come before the Annual Meeting
and any adjournments or postponements thereof.
The Board of Directors has fixed the close of business on April 1, 1997 as
the record date for determining stockholders entitled to receive notice of, and
to vote at, the Annual Meeting and any adjournments or postponements thereof.
Only holders of the Company's Voting Stock (i.e., Common Stock and Class B
Common Stock) of record at the close of business on the record date will be
entitled to receive notice of, and to vote at, the Annual Meeting and any
adjournments or postponements thereof.
In the event that there are not sufficient shares of Voting Stock to be
voted in favor of any of the foregoing proposals at the time of the Annual
Meeting, the Annual Meeting may be adjourned in order to permit further
solicitation of proxies.
By Order of the Board of Directors
Hampton, New Hampshire
April 2, 1997
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE
REQUESTED TO COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. IF
YOU ATTEND THE ANNUAL MEETING, YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU
HAVE PREVIOUSLY RETURNED YOUR PROXY CARD.
THE GENERAL CHEMICAL GROUP INC.
LIBERTY LANE
HAMPTON, NEW HAMPSHIRE 03842
------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 13, 1997
PROXY STATEMENT
------------------------
INFORMATION CONCERNING SOLICITATION AND VOTING
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The General Chemical Group Inc., a Delaware
corporation (the 'Company'), for use at the Company's Annual Meeting of
Stockholders to be held at the Mellon Bank Building, 8 Loockerman Street, Dover,
Delaware, May 13, 1997 at 9:30 a.m. local time, and any adjournments or
postponements thereof (the 'Annual Meeting').
At the Annual Meeting, the stockholders of the Company will be asked to
consider and vote upon the following matters:
1. The election of seven directors, each for a one-year term, such term to
continue until the 1998 annual meeting of stockholders and until each
Director's successor is duly elected and qualified, or until such
Director's earlier resignation or removal;
2. The ratification of the appointment of Deloitte & Touche LLP as the
Company's independent auditors; and
3. Such other business that may properly come before the Annual Meeting.
The Notice of Annual Meeting, Proxy Statement and Proxy Card are first
being mailed to stockholders of the Company on or about April 2, 1997 in
connection with the solicitation of proxies for the Annual Meeting. The Board of
Directors (the 'Board'), has fixed the close of business on April 1, 1997 as the
record date for determination of stockholders entitled to receive notice of, and
to vote at, the Annual Meeting (the 'Record Date'). Only holders of Common Stock
and Class B Common Stock of record at the close of business on the Record Date
will be entitled to receive notice of, and to vote at, the Annual Meeting. As of
the Record Date, there were 8,001,001 shares of Common Stock and 14,261,467
shares of Class B Common Stock outstanding and entitled to vote at the Annual
Meeting and seventy-two holders of record of Common Stock and three holders of
record of Class B Common Stock. Each holder of a share of Common Stock
outstanding as of the close of business on the Record Date will be entitled to
cast one vote for each such share and each holder of a share of Class B Common
Stock outstanding as of the close of business on the Record Date will be
entitled to cast ten votes for each such share with respect to each matter
submitted at the Annual Meeting.
The presence, in person or by proxy, of shares of Common Stock and Class B
Common Stock (collectively the 'Voting Stock') representing a majority of the
voting power of the outstanding shares of Voting Stock issued, outstanding and
entitled to vote at the Annual Meeting is necessary to constitute a quorum for
the transaction of business at the Annual Meeting. A quorum being present, the
affirmative vote of a plurality of the votes cast is necessary to elect the
Director -- nominees as Directors of the Company. With respect to Proposal
2 -- Ratification of the Appointment of Deloitte & Touche LLP as the Company's
independent auditors, the affirmative vote of a majority of the voting power of
the Voting Stock present, or represented, and entitled to vote is required for
approval. Shares that reflect abstentions or 'broker non-votes' (i.e., shares
represented at the Annual Meeting held by brokers or nominees as to which
instructions have not been received from the beneficial owners or persons
entitled to vote such shares and with respect to which the broker or nominee
does not have discretionary power to vote such shares) will be counted for
purposes of determining whether a quorum is present for the transaction of
business at the Annual Meeting. Generally, abstentions are treated as
votes cast against a particular proposal submitted at the Annual Meeting. Broker
non-votes will have no effect on the outcome of the election of the Directors.
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. SHARES OF VOTING STOCK
REPRESENTED BY PROPERLY EXECUTED PROXIES AND RECEIVED BY THE COMPANY AND NOT
REVOKED WILL BE VOTED AT THE ANNUAL MEETING IN ACCORDANCE WITH ANY INSTRUCTIONS
CONTAINED THEREON. IF INSTRUCTIONS ARE NOT GIVEN THEREON, PROPERLY EXECUTED
PROXIES WILL BE VOTED 'FOR' THE ELECTION OF THE SEVEN DIRECTOR-NOMINEES LISTED
IN THIS PROXY STATEMENT AND 'FOR' THE RATIFICATION OF THE APPOINTMENT OF
DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT AUDITORS. IT IS NOT
ANTICIPATED THAT ANY MATTERS OTHER THAN THE ELECTION OF DIRECTORS AND THE
APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS WILL BE PRESENTED
AT THE ANNUAL MEETING. IF OTHER MATTERS ARE PRESENTED, PROXIES WILL BE VOTED IN
ACCORDANCE WITH THE DISCRETION OF THE PROXY HOLDERS.
Any properly completed proxy may be revoked at any time before it is voted
on any matter (without, however, affecting any vote taken prior to such
revocation) by giving written notice of such revocation to the Secretary of the
Company, or by signing and duly delivering a proxy bearing a later date, or by
attending the Annual Meeting and voting in person. Attendance at the Annual
Meeting will not, by itself, revoke a proxy.
PRINCIPAL STOCKHOLDERS
The following table sets forth, to the best knowledge and belief of the
Company, certain information with respect to the beneficial ownership of more
than five percent of the Company's Common Stock and Class B Common Stock as of
December 31, 1996. For information concerning ownership by management, see
'Management Stockholders.'
SHARES OF PERCENT OF SHARES OF CLASS B PERCENT OF
NAME OF BENEFICIAL OWNER(1) COMMON STOCK(5) CLASS (2) COMMON STOCK(3) CLASS(2)
- ------------------------------------------------ --------------- ---------- ----------------- ----------
Mr. Paul M. Montrone............................ 9,818,421(4)(5) 44% 9,818,421(5) 69%
Stonor Group Limited............................ 4,443,046(4) 20% 4,443,046 31%
J. P. Morgan & Co. Incorporated................. 1,262,000(6) 6% -- --
- ------------
(1) The address of Mr. Montrone is c/o The General Chemical Group Inc., Liberty
Lane, Hampton, New Hampshire 03842. The address of Stonor Group Limited
('Stonor') is 80 Broad Street, Monrovia, Liberia. The address of J. P.
Morgan & Co. Incorporated is 60 Wall Street, New York, NY 10260.
(2) Applicable percentage figures are based on 8,009,601 outstanding shares of
Common Stock and 14,261,467 outstanding shares of Class B Common Stock as of
December 31, 1996. The percentage ownership of Common Stock has been
calculated assuming the conversion of all outstanding shares of Class B
Common Stock into Common Stock.
(3) Holders of Class B Common Stock may convert each such share of Class B
Common Stock at any time and from time to time into one fully-paid and
nonassessable share of Common Stock.
(4) Assumes conversion of shares of Class B Common Stock into Common Stock.
(5) See footnote 5 of 'Management Stockholders' table.
(6) According to a filing made by it with the SEC on Schedule 13G dated December
31, 1996, J.P. Morgan & Co. Incorporated possesses sole voting power over
747,300 of the above shares and sole dispositive power over 1,262,000 of the
above shares.
2
PROPOSAL 1
ELECTION OF DIRECTORS
The Board of the Company consists of seven members, each serving a one-year
term, with all being elected by the Company's stockholders at each annual
meeting.
At the Annual Meeting, seven Directors will be elected to serve until the
1998 annual meeting of stockholders and until such Director's successor is duly
elected and qualified or until his earlier resignation or removal. The
Nominating Committee has recommended, and the Board has nominated, each of
Messrs. Paul M. Montrone (Chairman), Philip E. Beekman, Gerald J. Lewis, Paul M.
Meister, Richard R. Russell, Scott M. Sperling and Ira Stepanian, for
re-election as Directors of the Company. Unless otherwise specified in the
proxy, it is the intention of the persons named in the proxy to vote the shares
represented by each properly executed proxy for the re-election of Messrs.
Montrone, Beekman, Lewis, Meister, Russell, Sperling and Stepanian as Directors.
Each Director-nominee has agreed to stand for re-election and to serve, if
elected, as a Director. However, if any person nominated by the Board fails to
stand for election or is unable to accept election, the proxies will be voted
for the election of such other person or persons as the Board may recommend.
A quorum being present, the affirmative vote of a plurality of the votes
cast is necessary for the election of each nominee as a Director of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE ELECTION OF
THE NOMINEES OF THE BOARD OF DIRECTORS OF THE COMPANY.
BOARD OF DIRECTORS NOMINEES (ALL FOR A TERM EXPIRING IN 1998)
Paul M. Montrone, 55, Chairman of the Board, has been a Director of the
Company since 1988 and was President of the Company from 1987 to 1994. Since
prior to 1992, he has been President and Chief Executive Officer of Fisher
Scientific International Inc. ('Fisher'). Mr. Montrone was Vice Chairman of
Abex Inc. ('Abex'), from 1992 to June 1995. Mr. Montrone is also a Director of
Fisher and WMX Technologies, Inc.
Philip E. Beekman, 65, has been a Director of the Company since 1996. Mr.
Beekman has been President of Owl Hollow Enterprises (consulting and investment)
since prior to 1992, and was Chairman of the Board and Chief Executive Officer
of Hook-SupeRx, Inc. (retail) from prior to 1992 to 1994. Mr. Beekman is also a
Director of BT Office Products International, Inc., Fisher, Linen's 'N Things
and Mafco Consolidated Group Inc.
Gerald J. Lewis, 63, has been a Director of the Company since 1996. Judge
Lewis has been of counsel to the law firm of Latham & Watkins since prior to
1992. Judge Lewis is also a Director of Fisher.
Paul M. Meister, 44, has been a Director of the Company since 1996. He has
been Senior Vice President-Chief Financial Officer of Fisher since prior to
1992. Mr. Meister was Senior Vice President of Abex from 1992 to 1995.
Mr. Meister is also a Director of Power Control Technologies, Inc., Minerals
Technologies, Inc. and Wheelabrator Technologies Inc.
Richard R. Russell, 53, President, Chief Executive Officer and Director of
the Company, has held such positions since 1994. Mr. Russell is also the
President and Chief Executive Officer and a Director of the Company's General
Chemical Corporation subsidiary ('General Chemical'), positions he has held
since 1986.
Scott M. Sperling, 39, has been a Director of the Company since 1996. Mr.
Sperling has been a Managing Director of Thomas H. Lee Company since September
1994. Mr. Sperling was Managing Partner of Aeneas Group, a private capital
affiliate of Harvard Management Company from prior to 1992 to September 1994.
Mr. Sperling is also a Director of PriCellular Corp, Livent, The Learning
Company, Beacon Properties Corporation and Object Design, Inc.
Ira Stepanian, 60, has been a Director of the Company since 1996. Mr.
Stepanian was Chairman and Chief Executive Officer of Bank of Boston Corporation
and its principal subsidiary, The First National Bank of Boston from prior to
1992 until 1995. Mr. Stepanian is also a Director of Blue Eagle Golf Centers
Inc., NYNEX Corporation and TAD Resources International, Inc.
3
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
The Board held three (3) meetings during fiscal 1996. During fiscal 1996,
each of the incumbent Directors attended at least 75 percent of the total number
of meetings of the Board and of the Committees of which he was a member. The
Company's Board has established an Audit Committee, a Compensation Committee, an
Executive Committee, a Nominating Committee and an Option Committee.
The Audit Committee consists of Messrs. Beekman, Lewis and Stepanian, with
Judge Lewis serving as Chairman. It is responsible for, among other things,
recommending the firm to be appointed as independent public accountants to audit
the Company's financial statements and to perform services related to the audit;
approving in advance the general nature of each professional service performed
by the independent public accountants; reviewing the scope and the results of
the audit with the independent public accountants; reviewing with management and
the independent public accountants the Company's year-end operating results;
considering the adequacy of the internal accounting and control procedures of
the Company; reviewing the non-audit services to be performed by the independent
public accountants if any; considering the effect of such performance on the
independent public accountants' independence; directing and supervising, when
appropriate, special investigations into matters within the scope of the
independent public accountants duties; and performing such other tasks related
to and in furtherance of the foregoing as it may consider necessary or
appropriate or as may be assigned to it by the Board from time to time. The
Audit Committee met once during fiscal 1996.
The Compensation Committee consists of Messrs. Beekman, Meister and
Sperling, with Mr. Beekman serving as Chairman. The Committee is responsible
for, among other things, reviewing and recommending compensation arrangements
for directors and officers; approving such arrangements for other senior level
employees; administering certain benefit and compensation plans of the Company
and its subsidiaries; monitoring the activities of an internal committee of
members of management established to carry out policies and guidelines with
respect to such plans; and performing such other tasks related to and in
furtherance of the foregoing as it may consider necessary or appropriate or as
may be assigned to it by the Board from time to time. The Compensation Committee
met once during fiscal 1996.
The Executive Committee consists of Messrs. Montrone, Russell and
Stepanian, with Mr. Montrone serving as Chairman. The Executive Committee
possesses and may exercise during the interval between meetings of the Board all
the powers of the Board. The Committee is responsible for overseeing the
management and direction of all business and affairs of the Company, in such
manner as the Executive Committee deems in the best interests of the Company.
Meetings may be called by the Chief Executive Officer or the Chairman of the
Committee. The Executive Committee did not meet during fiscal 1996.
The Nominating Committee consists of all members of the Board, with Mr.
Montrone serving as Chairman. It is responsible for nominating persons for
election to the Board. The Nominating Committee will consider nominees properly
recommended by stockholders. The Nominating Committee did not meet during fiscal
1996.
The Option Committee consists of Messrs. Beekman, Lewis and Sperling with
Mr. Beekman serving as Chairman. The Committee is responsible for authorizing
and awarding incentive and non-qualified stock options, stock appreciation
rights, restricted shares, and restricted units and other forms of incentive
compensation and administering the plans and programs relating thereto. The
Option Committee met once during fiscal 1996.
COMPENSATION OF DIRECTORS
The Non-Employee Directors of the Company are entitled to receive cash and
other compensation pursuant to the plans described below.
Cash Compensation. Non-Employee Directors of the Company receive
compensation of $40,000 per year, with no additional fees for attendance at the
Company's Board or committee meetings. Employee Directors are not paid any fees
or additional compensation for service as members of the Company's Board or any
of its committees. All Directors are reimbursed for expenses incurred for
attending the Company's Board and committee meetings.
4
Deferred Compensation Plan for Non-Employee Directors. The Company has
adopted the Deferred Compensation Plan for Non-Employee Directors, pursuant to
which a Non-Employee Director may elect, generally prior to the commencement of
any calendar year, to have all or any portion of such Director's compensation
for such calendar year and for succeeding calendar years credited to a deferred
compensation account. Amounts credited to the Director's account will accrue
interest based upon the average quoted rate for ten-year U.S. Treasury Notes.
Deferred amounts will be paid in a lump sum or in installments at the Director's
discretion commencing on the first business day of the calendar year following
the year in which the Director ceases to serve on the Company's Board or of a
later calendar year specified by such Director.
Retirement Plan for Non-Employee Directors. The Company has adopted a
Retirement Plan for Non-Employee Directors, pursuant to which any Director who
retires from the Company's Board with at least five years of service as a
Non-Employee Director will be eligible for an annual retirement benefit for the
remainder of such Director's lifetime. The annual retirement benefit is equal to
50 percent of the Director fee in effect at the date of such Director's
retirement for a Director who retires with five years of eligible service and is
increased by 10 percent of the Director fee in effect at the date of such
Director's retirement for each additional year of service, up to 100 percent of
such fee for 10 or more years of service as a Non-Employee Director or for
Directors who retire after age 70. Payment of the retirement benefits to any
Director will commence upon the later of the Director's retirement from the
Company's Board or the attainment of age 60. Retirement benefits may be
suspended or terminated if the retired Director refuses to render consultative
services and advice to the Company or engages in any activity which competes
with the Company's business.
Restricted Unit Plan for Non-Employee Directors. The Company has adopted a
Restricted Unit Plan for Non-Employee Directors. On June 12, 1996, each
Non-Employee Director of the Company received a one-time grant of 5,000
restricted units under the Restricted Unit Plan for Non-Employee Directors
evidencing a right to receive shares of Common Stock, subject to certain
restrictions. The Company will maintain a memorandum account for each Director
who received the grant of restricted units and credit to such account the amount
of any cash dividends and shares of stock of any subsidiary distributed on the
shares of Common Stock ('Dividend Equivalents') underlying such Director's
restricted units from the date of grant until the payment date described below.
No shares of Common Stock will be issued at the time restricted units are
granted, and the Company will not be required to set aside a fund for any such
grant or for amounts credited to the memorandum account. Pursuant to the terms
of the Plan neither the restricted units nor the memorandum account may be sold,
assigned, pledged or otherwise disposed of. Twenty-five percent of the
restricted units and the related Dividend Equivalents will vest for each year of
service as a Non-Employee Director of the Company. Vested restricted units and
the related Dividend Equivalents will not be payable until the Director ceases
to be a member of the Company's Board. At that time, the Director will receive
one share of Common Stock for each vested restricted unit, provided that a
Director may elect, prior to the date on which restricted units vest, to have
payment deferred to a later date. Any restricted units and related Dividend
Equivalents that have not vested at the time the Director ceases to be a
Non-Employee Director of the Company will be cancelled unless service has
terminated because of death or disability, in which event all such restricted
units and related Dividend Equivalents will vest immediately. When payment of
restricted units is made, the Directors will also receive cash and securities
equal to the related Dividend Equivalents, together with interest on the cash
based upon the average quoted rate for ten-year U.S. Treasury Notes. In the
event of a stock dividend, stock split, recapitalization, merger, liquidation or
similar event, the Board, in its sole discretion, may make equitable adjustments
in outstanding awards and the number of shares of Common Stock reserved for
issuance under the plan.
5
MANAGEMENT STOCKHOLDERS
The following table sets forth, to the best knowledge and belief of the
Company, certain information with respect to the beneficial ownership of the
Company's Common Stock and Class B Common Stock as of December 31, 1996 by (i)
each Director and Named Executive Officer of the Company, and (ii) all Directors
and executive officers of the Company as a group.
SHARES OF PERCENT OF SHARES OF CLASS B PERCENT OF
NAME OF BENEFICIAL OWNER(1) COMMON STOCK(2) CLASS(3) COMMON STOCK(4) CLASS(3)
- -------------------------------------------------- --------------- ---------- ------------------ ----------
Paul M. Montrone.................................. 9,818,421(5) 41% 9,818,421(5) 69%
Richard R. Russell................................ 32,194(6) * -- --
Ralph M. Passino.................................. 14,597(7) * -- --
James A. Wilkinson................................ 10,853 * -- --
Philip E. Beekman................................. 10,000(8) * -- --
James N. Tanis.................................... 7,597(9) * -- --
Gerald J. Lewis................................... 5,000(8) * -- --
Scott M. Sperling................................. 5,000(8) * -- --
Ira Stepanian..................................... 5,000(8) * -- --
Bodo B. Klink..................................... 4,231(10) * -- --
Paul M. Meister................................... 1,500(11) * -- --
All Directors and executive officers as a group
(13 persons).................................... 9,933,599(12) 45% 9,818,421 69%
- ------------
* Less than 1%
(1) The address for all Directors and executive officers is c/o The General
Chemical Group Inc., Liberty Lane, Hampton, New Hampshire 03842.
(2) Assumes conversion of shares of Class B Common Stock into shares of Common
Stock.
(3) Applicable percentage figures are based on 8,009,601 issued and outstanding
shares of Common stock and 14,261,467 outstanding shares of Class B Common
Stock as of December 31, 1996. The percentage ownership of Common Stock has
been calculated assuming the conversion of all outstanding shares of Class
B Common Stock into Common Stock.
(4) Holders of Class B Common Stock may convert each such share of Class B
Common Stock at any time and from time to time into one fully-paid and
non-assessable share of Common Stock.
(5) Includes 3,990,635 shares of Class B Common Stock held by a grantor
retained annuity trust of which Mr. Montrone and his wife, Ms. Sandra G.
Montrone, are co-trustees (the 'GRAT'). By virtue of her position as
co-trustee, Ms. Montrone may be deemed the beneficial owner of all shares
held by the GRAT. In April 1996, the Company entered into a Stockholder
Agreement with the GRAT and Mr. Montrone pursuant to which the GRAT granted
to the Company a right of first refusal with respect to any transfer of
shares of Common Stock by the GRAT through March 1, 2001. In exchange, the
Company agreed to register for sale under the Securities Act of 1933, as
amended, at any time beginning on March 1, 1997 and ending on March 1, 2001
shares of Common Stock which the GRAT may from time to time distribute to
Mr. Montrone or his assignees, although Mr. Montrone would not be obligated
to sell any such shares of Common Stock. The Company subsequently entered
into a similar agreement with Stonor. Does not include 50,000 shares of
Common Stock held by a charitable foundation, of which Mr. Montrone is a
Director and Ms. Montrone is a Director and officer. By virtue of their
positions with the charitable foundation, Mr. and Ms. Montrone may be
deemed to be beneficial owners of the shares of Common Stock held by the
charitable foundation. Mr. and Ms. Montrone disclaim any beneficial
ownership of the 50,000 shares of Common Stock held by the charitable
foundation. Does not include 4,443,046 shares of Class B Common Stock held
by Stonor for which Mr. Montrone has been given a voting proxy pursuant to
a Voting Agreement, dated as of December 16, 1996 (the 'Voting Agreement'),
between Stonor and Mr. Montrone. Pursuant to its terms, the proxy created
by the Voting Agreement terminates on the earlier of (i) with respect to
each Stonor Share (as defined in the
(footnotes continued on next page)
6
(footnotes continued from previous page)
Voting Agreement), the transfer of legal and beneficial ownership of such
Stonor Share to any transferee other than a Permitted Transferee (as
defined in the Company's charter) of Stonor, (ii) March 31, 2005, (iii) the
date on which neither Mr. Montrone nor any Permitted Transferee of Mr.
Montrone owns shares of the Company's capital stock, (iv) the death or
incapacity of Mr. Montrone and (v) the execution of a written instrument by
Stonor and Mr. Montrone agreeing to the termination of the proxy.
(6) Includes 11,195 restricted units granted pursuant to the Company's
Restricted Unit Plan which vested on November 15, 1996.
(7) Consists of 5,597 restricted units granted pursuant to the Company's
Restricted Unit Plan which vested on November 15, 1996 and 9,000 shares of
Common Stock held by Mr. Passino's wife and children. Mr. Passino disclaims
any beneficial ownership of the 9,000 shares of Common Stock held by his
wife and children.
(8) Consists of or includes, as applicable, 5,000 restricted units granted
pursuant to the Company's Restricted Unit Plan for Non-Employee Directors.
Pursuant to this plan, twenty-five percent of the restricted units and
related Dividend Equivalents (as defined in the plan) vest for each year of
service as a Non-Employee Director. Except as otherwise provided in the
plan, vested restricted units are payable when the grantee ceases to be a
Director.
(9) Includes 5,597 restricted units granted pursuant to the Company's
Restricted Unit Plan which vested on November 15, 1996.
(10) Includes 3,731 restricted units granted pursuant to the Company's
Restricted Unit Plan which vested on November 15, 1996.
(11) Consists of 1,500 restricted units granted pursuant to the Company's
Restricted Unit Plan which vested on November 15, 1996.
(12) Includes 9,818,421 shares of Class B Common Stock which may be converted by
holders thereof at any time and from time to time into fully-paid and
nonassessable shares of Common Stock, 31,972 restricted units granted
pursuant to the Company's Restricted Unit Plan which vested on November 15,
1996 and 20,000 restricted units granted pursuant to the Company's
Restricted Unit Plan for Non-Employee Directors which vest according to the
schedule described in footnote 8 above.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act') requires the Company's Directors, executive officers and owners
of more than ten percent of a registered class of the Company's equity
securities to file initial reports of beneficial ownership and reports of
changes in beneficial ownership of such equity securities with the Securities
and Exchange Commission (the 'SEC') and the New York Stock Exchange. Pursuant to
regulations promulgated by the SEC, reporting persons must furnish the Company
with copies of all Section 16(a) forms they file.
Based on a review of the Section 16(a) forms submitted to the Company with
respect to Fiscal Year 1996, it has come to the Company's attention that each of
Mr. Edward J. Waite, III and Mr. James A. Wilkinson, both officers of General
Chemical, failed to file a timely Form 4 Statement of Changes in Beneficial
Ownership with respect to each of their respective conversions of 4,353
restricted units (granted pursuant to the Company's Restricted Unit Plan) into
shares of Common Stock in November 1996 in accordance with the terms of the
plan. Forms 4 for each such transaction were filed during February 1997.
7
COMPENSATION OF EXECUTIVE OFFICERS AND KEY EMPLOYEES
The following table summarizes the compensation paid to the Company's Chief
Executive Officer and to its four other most highly compensated executive
officers or key employees (the 'Named Executives') with respect to Fiscal Years
1994, 1995 and 1996.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
-------------------------------------------------
OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY $ BONUS $ COMPENSATION $(1)
- ------------------------------- ---- -------- -------- -----------------
Richard R. Russell ............ 1996 400,000 425,000 --
President, Chief Executive 1995 350,000 400,000 300,000
Officer and Director 1994 350,000 300,000 225,000
Ralph M. Passino .............. 1996 250,000 265,000 --
Vice President and 1995 235,000 210,000 150,000
Chief Financial Officer 1994 220,000 155,000 115,000
James N. Tanis ................ 1996 250,000 225,000 --
Vice President and General 1995 235,000 185,000 150,000
Manager -- Derivative 1994 220,000 160,000 115,000
Products and Services of
General Chemical
Bodo B. Klink ................. 1996 195,000 150,000 --
Vice President, 1995 185,000 120,000 85,000
Business Development 1994 175,000 85,000 65,000
and Services of
General Chemical
James A. Wilkinson ............ 1996 220,000 100,000 --
Vice President, 1995 210,000 115,000 118,000
Manufacturing of General 1994 200,000 95,000 90,000
Chemical
LONG TERM COMPENSATION
-------------------------------
AWARDS
-------------------- PAYOUTS
RESTRICTED SECURITIES ------- ALL
STOCK UNDERLYING LTIP OTHER
NAME AND PRINCIPAL POSITION AWARDS OPTIONS # PAYOUTS COMPENSATION $(2)
- ------------------------------- ------- ---------- ------- -----------------
Richard R. Russell ............ -- 400,000 -- 49,000
President, Chief Executive -- -- -- 39,000
Officer and Director -- -- -- 39,000
Ralph M. Passino .............. -- 65,000 -- 30,000
Vice President and -- -- -- 23,000
Chief Financial Officer -- -- -- 23,000
James N. Tanis ................ -- 65,000 -- 28,000
Vice President and General -- -- -- 23,000
Manager -- Derivative -- -- -- 23,000
Products and Services of
General Chemical
Bodo B. Klink ................. -- 20,000 -- 20,000
Vice President, -- -- -- 15,000
Business Development -- -- -- 9,000
and Services of
General Chemical
James A. Wilkinson ............ -- 20,000 -- 19,000
Vice President, -- -- -- 18,000
Manufacturing of General -- -- -- 18,000
Chemical
- ------------
(1) Amounts shown include dividend awards made pursuant to equity programs in
place prior to the Company's initial public offerings of Common Stock in May
1996 (the 'IPO') (the 'Prior Equity Programs') which vest and are payable
over three years. There were no further awards under these programs
following the IPO.
(2) Amounts listed in this column reflect the Company's contributions to the
Company's Savings and Profit Sharing Plan and Supplemental Savings Plan.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth stock options granted by the Company to the
Named Executives during fiscal year 1996.
INDIVIDUAL GRANTS
----------------------------------------------------------------------------------------------
NUMBER OF
SHARES % OF TOTAL
UNDERLYING OPTIONS GRANTED EXERCISE PRICE EXPIRATION GRANT DATE
OPTIONS GRANTED (1) TO EMPLOYEES ($/SH) DATE PRESENT VALUE ($)(2)
------------------- --------------- -------------- ---------- --------------------
Richard R. Russell...... 400,000 49 17.50 5/16/2006 2,736,000
Ralph M. Passino........ 65,000 8 17.50 5/16/2006 444,600
James N. Tanis.......... 65,000 8 17.50 5/16/2006 444,600
Bodo B. Klink........... 20,000 2 17.50 5/16/2006 136,800
James A. Wilkinson...... 20,000 2 17.50 5/16/2006 136,800
- ------------
(1) The options reported in this column and in the Summary Compensation Table
consist of options granted by the Company during 1996. The options expire
May 16, 2006.
(2) The values listed in this column are based on the Black-Scholes pricing
model. The estimated values are based on a number of variables and include
the following assumptions: interest rate of 6.42 percent, stock price
volatility of 27 percent and annualized dividend yield of 1.0 percent. The
estimated values are not intended as a forecast of the future appreciation
in the price of the Company's stock. If the Company's stock does not
increase in value above the exercise price of the
(footnotes continued on next page)
8
(footnotes continued from previous page)
stock options, then the grants described in the table will have no value.
There is no assurance that the value realized by an executive will be at or
near the value estimated by the Black-Scholes model or any other model
applied to the stock options.
AGGREGATED RESTRICTED UNIT EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table includes information for each Named Executive with
regard to exercises of Restricted Units during 1996 and the aggregate number of
stock options held on December 31, 1996. No stock options were exercised by
Named Executives in 1996.
NUMBER OF VALUE OF UNEXERCISED
SECURITIES UNDERLYING IN- THE- MONEY
UNEXERCISED OPTIONS AT OPTIONS AT
DECEMBER 31, 1996 (#) DECEMBER 31, 1996 ($)(3)
UNITS UNITS ---------------------------- ----------------------------
EXERCISED (#)(1) REALIZED (#)(2) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---------------- --------------- ----------- ------------- ----------- -------------
Richard R. Russell..... 450,000 111,944 -- 400,000 -- 2,452,000
Ralph M. Passino....... 225,000 55,972 -- 65,000 -- 398,500
James N. Tanis......... 225,000 55,972 -- 65,000 -- 398,500
Bodo B. Klink.......... 150,000 37,315 -- 20,000 -- 122,600
James A. Wilkinson..... 175,000 43,534 -- 20,000 -- 122,600
- ------------
(1) Represents rights awarded under the Prior Equity Programs that were
terminated in 1996 and replaced with units under the Restricted Unit Plan.
(2) Represents units issued under the Restricted Unit Plan in replacement and
satisfaction of the rights previously awarded under the Prior Equity
Programs. The dollar value of these units (based on the market price on the
date of such replacement) was $1,959,000, $979,500, $979,500, $653,000 and
$761,800 for each of Messrs. Russell, Passino, Tanis, Klink and Wilkinson.
(3) Market value of underlying securities at December 31, 1996 of $23.63 minus
the exercise price.
RESTRICTED UNIT PLAN
The Company has adopted a Restricted Unit Plan authorizing the issuance of
850,000 units (subject to adjustment for stock splits, stock dividends or other
similar events) to participants thereunder. Each unit represents one share of
Common Stock, which will be issued to the participant upon vesting unless the
participant elects to defer receipt thereof. The Restricted Unit Plan was
established generally to facilitate the issuance of units to approximately 70
key employees in satisfaction and replacement of the rights earned beginning in
1989 under the Prior Equity Programs. No employees have currently or will have
any rights with respect to the Prior Equity Programs (other than the right to
receive distributions from amounts previously credited to the dividend award
pools).
All units issued pursuant to the Restricted Unit Plan are issued at no cost
to the recipient. All awards are subject to a five-year vesting schedule such
that 10 percent of the award vests six months after the date of grant, an
additional 10 percent vests on each of the first and second anniversaries
thereof, 20 percent vests on the third anniversary thereof, and 25 percent vests
on each of the fourth and fifth anniversaries thereof. Units under the
Restricted Unit Plan may not be sold, transferred or otherwise encumbered or
disposed of prior to vesting. The Restricted Unit Plan is administered by the
Option Committee. The Committee may at any time waive such restrictions or
accelerate the date or dates on which such restrictions lapse. If a participant
terminates employment for any reason prior to the vesting of such units, such
unvested portion shall automatically be forfeited back to the Company and will
become available for reissuance under the Restricted Unit Plan. Prior to the
issuance of shares under the Restricted Unit Plan, unit holders will not have
any rights of a stockholder with respect to shares issuable under the Restricted
Unit Plan (except that dividends otherwise payable with respect to shares
issuable in respect of outstanding units will accrue to the benefit of the
participant and will be
9
paid to the participant at the time of receipt of such shares). The Restricted
Unit Plan provides that in the event of a 'Change of Control' of the Company,
all units will automatically vest.
1996 STOCK OPTION AND INCENTIVE PLAN
The Company has adopted the 1996 Stock Option and Incentive Plan (the '1996
Stock Plan') to provide for the grant of awards covering a maximum of 2,200,000
shares of Common Stock. The 1996 Stock Plan authorizes (i) the grant of stock
options, (ii) the grant of shares of Common Stock with or without conditions and
restrictions; (iii) the grant of performance share awards entitling the
recipient to receive shares of Common Stock upon the achievement of performance
goals; and (iv) stock appreciation rights ('rights') accompanying options or
granted separately. An award under the 1996 Stock Plan, other than an award of
restricted shares of Common Stock may provide for the crediting to the account
of, or the current payment to, the holder thereof of dividend equivalents.
The Company has granted under the 1996 Stock Plan options to purchase
400,000, 65,000, 65,000, 20,000, 20,000 and 620,000 shares of common stock to
Messrs. Russell, Passino, Tanis, Klink and Wilkinson and all executive officers
as a group, respectively. In addition, the Company granted to Mr. Meister
options to purchase 400,000 shares of Common Stock. All such options have an
exercise price equal to the price offered to the public at the time of the
Company's IPO. The options granted to Messrs. Russell and Meister and 25,000 of
the shares granted to each of Messrs. Passino and Tanis (the 'Triggered
Options') vest over a series of three-year periods commencing on the date of the
achievement of the following thresholds: for the first one-third of the option
shares, vesting will begin when and if the market price of the Common Stock
reaches $37 per share; for the second one-third, vesting will begin when and if
such market price reaches $46 per share; and for the final one-third, vesting
will begin when and if such market price reaches $56 per share. In any event,
all Triggered Options vest in full on the tenth anniversary of the grant date.
All other options for executive officers vest at a rate of 30 percent, 30
percent and 40 percent on the first, second and third anniversaries,
respectively, of the grant date.
The following is a summary of certain features of the 1996 Stock Plan:
Plan Administration; Eligibility. The 1996 Stock Plan is administered by
the Option Committee. All members of the Option Committee must be 'disinterested
persons' as that term is defined under the rules promulgated by the SEC.
The Option Committee has full power to select, from among the employees
eligible for awards, the individuals to whom awards are granted, to make any
combination of awards to participants, and to determine the specific terms of
each award, subject to the provisions of the 1996 Stock Plan. Persons eligible
to participate in the 1996 Stock Plan are those officers, directors or employees
of the Company and its subsidiaries and other key persons who are responsible
for or contribute to the management, growth or profitability of the Company and
its subsidiaries, as selected from time to time by the Option Committee.
Stock Options. The 1996 Stock Plan permits the granting of (i) options to
purchase Common Stock intended to qualify as incentive stock options ('Incentive
Options') under Section 422 of the Internal Revenue Code of 1986, as amended,
(the 'Code') and (ii) options that do not so qualify ('Non-Qualified Options').
The option exercise price of each option is determined by the Option Committee
but may not be less than 100 percent of the fair market value of the shares on
the date of grant in the case of Incentive Options and 50 percent in the case of
Non-Qualified Options. Employees participating in the 1996 Stock Plan may elect,
with the consent of the Option Committee, to receive discounted Non-Qualified
Options in lieu of cash bonuses.
The term of each option is fixed by the Option Committee and may not exceed
ten years from date of grant in the case of an Incentive Option. The Option
Committee determines at what time or times each option may be exercised and,
subject to the provisions of the 1996 Stock Plan, the period of time, if any,
after death, disability or termination of employment, during which options may
be exercised. Options may be made exercisable in installments, and the
exercisability of options may be accelerated by the Option Committee.
10
Upon exercise of options, the option exercise price must be paid in full
either in cash or by certified or bank check or other instrument acceptable to
the Option Committee or, if the Option Committee so permits, by delivery to the
Company of shares of Common Stock already owned by the optionee. The exercise
price may also be delivered to the Company by a broker pursuant to irrevocable
instructions to the broker from the optionee. At the discretion of the Option
Committee, stock options granted under the 1996 Stock Plan may include a
're-load' feature pursuant to which an optionee exercising an option by the
delivery of shares of Common Stock would automatically be granted an additional
stock option (with an exercise price equal to the fair market value of the
Common Stock on the date the additional stock option is granted) to purchase
that number of shares of Common Stock equal to the number delivered to exercise
the original stock option. The purpose of this feature is to enable participants
to maintain their equity interest in the Company without dilution.
To qualify as Incentive Options, options must meet additional federal tax
requirements, including limits on the value of shares subject to Incentive
Options which first become exercisable in any one year, and a shorter term and
higher minimum exercise price in the case of certain large stockholders.
Restricted Stock. The Option Committee may also award restricted shares of
Common Stock subject to such conditions and restrictions as the Option Committee
may determine ('restricted stock'). The conditions and restrictions applicable
to a restricted stock award may include the achievement of certain performance
goals and/or continued employment with the Company through a specified
restricted period. At the time an award of restricted stock is made, a
certificate for the number of shares of restricted stock will be issued in the
name of the employee with the payment of such purchase price as the Option
Committee may determine, but the certificate will be held in custody by the
Company for the employee's account. The shares of Common Stock evidenced by such
certificate may not be sold, transferred, otherwise disposed of or pledged prior
to satisfaction or lapsing of such conditions or restrictions, as the case may
be. The Option Committee, in its sole discretion, determines whether cash and
stock dividends with respect to restricted stock will be paid currently to the
employee or withheld for the employee's account and whether and on what terms
dividends withheld may bear interest. Subject to the foregoing restrictions, the
employee will have, commencing on the date of grant, all rights and privileges
of a stockholder as to such shares of Common Stock.
Awards may provide for the incremental lapse or termination of
restrictions. The Option Committee may also, in its discretion, shorten or
terminate such restrictions or waive any conditions for the lapse or termination
of restrictions with respect to all or any of the restricted stock.
Unless the Option Committee determines otherwise, an employee will forfeit
all rights in unvested restricted stock upon termination of employment for any
reason, prior to the expiration or termination of such restrictions and the
satisfaction of any other conditions prescribed by the Option Committee.
Unrestricted Stock. The Option Committee may also grant shares (at no cost
or for a purchase price determined by the Option Committee) which are free from
any restrictions under the 1996 Stock Plan ('Unrestricted Stock'). Unrestricted
Stock may be issued to employees in recognition of past services or other valid
consideration, and may be issued in lieu of cash bonuses to be paid to such
employees.
Subject to the consent of the Option Committee, an employee or key person
of the Company may make an irrevocable election to receive a portion of his
compensation in Unrestricted Stock (valued at fair market value on the date the
cash compensation would otherwise be paid).
Subject to the consent of the Option Committee, a Non-Employee Director
may, pursuant to an irrevocable written election at least six months before such
Directors' fees would otherwise be paid, receive all or a portion of such fees
in Unrestricted Stock, valued at fair market value on the date such Directors'
fees would otherwise be paid. In certain instances, a Non-Employee Director may
also elect to defer a portion of his directors' fees payable in the form of
Unrestricted Stock, in accordance with such rules and procedures as may from
time to time be established by the Company. During the period of deferral, the
deferred Unrestricted Stock would receive dividend equivalent rights.
Performance Share Awards. The Option Committee may also grant performance
share awards to employees entitling the recipient to receive shares of Common
Stock upon the achievement of
11
individual or Company performance goals and such other conditions as the Option
Committee shall determine ('Performance Share Award'). Except as otherwise
determined by the Option Committee, rights under a Performance Share Award not
yet earned will terminate upon a participant's termination of employment.
Stock Appreciation Rights. The Option Committee may also award stock
appreciation rights separately ('freestanding rights') or in connection with any
option granted under the 1996 Stock Plan, either at the time of grant or
subsequently ('tandem rights'). Upon exercise (subject in the case of a tandem
right to the surrender of the related option or a portion thereof), the holder
will be entitled to receive cash, shares of Common Stock or a combination
thereof, in an amount equal to the excess of the fair market value on the date
of exercise of one share of Common Stock over the exercise price per share
specified in the related option (or, in the case of a freestanding right, the
price per share specified in such right) times the number of shares with respect
to which the stock appreciation right is exercised. When tandem rights are
exercised, the option to which they relate will cease to be exercisable to the
extent of the number of shares with respect to which the tandem rights and
limited rights are exercised, but will be deemed to have been exercised for
purposes of determining the number of shares available for the grant of further
awards under the 1996 Stock Plan.
Non-transferability of Options and Rights; Termination of Employment.
Options and stock appreciation rights will not be transferable otherwise than by
will or the laws of descent and distribution and may be exercised during the
holder's lifetime only by the holder or by the holder's guardian or legal
representative (unless such exercise would disqualify an option as an Incentive
Option). Upon the termination of employment of an employee for cause as defined
in the 1996 Stock Plan, all options held by the employee under the 1996 Stock
Plan, to the extent not theretofore exercised, will terminate. Unless the Option
Committee shall otherwise provide at or after the time of grant, if employment
is otherwise terminated, except by reason of death or total disability, an
option (to the extent otherwise exercisable) may be exercised at any time within
three months after such termination. In the case of the death or total
disability of an employee while employed, any vested options may be exercised
within a period of one year after the employee's death or total disability. In
either case, the option and right is subject to earlier expiration by its terms.
Adjustments for Stock Dividends, Mergers, Etc. The Option Committee makes
appropriate adjustments in outstanding awards to reflect stock dividends, stock
splits and similar events. In the event of a merger, liquidation, sale of the
Company or similar event, the Option Committee, in its discretion, may provide
for substitution or adjustments of outstanding options, or may terminate all
unexercised options with or without payment of cash consideration.
Amendments and Termination. The Board may at any time amend or discontinue
the 1996 Stock Plan and the Option Committee may at any time amend or cancel
outstanding awards for the purpose of satisfying changes in the law or for any
other lawful purpose. However, no such action may be taken which adversely
affects any rights under outstanding awards without the holder's consent.
Further, plan amendments may be subject to stockholder approval to the extent
required by the Exchange Act to ensure that awards are exempt under Rule 16b-3,
or required by the Code to preserve the qualified status of Incentive Options.
Change of Control Provisions. Under the 1996 Stock Plan, upon the
occurrence of a Change of a Control Event, outstanding options and stock
appreciation rights become immediately exercisable in full, and outstanding
restricted share and performance share awards vest in full. A Change of Control
Event is defined in the 1996 Stock Plan and includes (i) any person or group,
with certain exceptions, acquiring the beneficial ownership of securities
representing more than 35 percent of the voting power of the Company's then
outstanding voting securities having the right to elect directors, (ii) a change
in the composition of a majority of the Board of Directors of the Company unless
the selection or nomination of each of the new members was approved by a
majority of incumbent members of the Board of the Company or (iii) approval by
the Company's stockholders of a consolidation, a merger in which the Company
does not survive, or the sale of all or substantially all of the Company's
assets. Such provisions of the 1996 Stock Plan may have an antitakeover effect.
12
Federal Income Tax Consequences
Set forth below is a description of the federal income tax consequences,
under the Code, of the grant and exercise of the various types of benefits that
may be awarded under the 1996 Stock Plan.
Incentive Stock Options. Under the Code, an employee will not realize
taxable income by reason of the grant or the exercise of an Incentive Option. If
an employee exercises an Incentive Option and does not dispose of the shares
until the later of (a) two years from the date the option was granted or (b) one
year from the date the shares were transferred to the employee, the entire gain,
if any, realized upon disposition of such shares will be taxable to the employee
as long-term capital gain, and the Company will not be entitled to any
deduction. If an employee disposes of the shares within such one-year or
two-year period in a manner so as to violate the holding period requirements (a
'disqualifying disposition'), the employee generally will realize ordinary
income in the year of disposition, and, provided the Company complies with
applicable withholding requirements, the Company will receive a corresponding
deduction, in an amount equal to the excess of (1) the lesser of (x) the amount,
if any, realized on the disposition and (y) the fair market value of the shares
on the date the option was exercised over (2) the option price. Any subsequent
gain or loss realized on the disposition of the shares acquired upon exercise of
the option will be long-term or short-term capital gain or capital loss
depending upon the holding period of such shares. The employee will be
considered to have disposed of his shares if he sells, exchanges, makes a gift
of or transfers legal title to the shares (except by pledge or by transfer on
death). If the disposition is by gift and violates the holding period
requirements, the amount of the employee's ordinary income (and the Company's
deduction) is equal to the fair market value of the shares on the date of
exercise less the option price. If the disposition is by sale or exchange, the
employee's tax basis will equal the amount paid for the shares plus any ordinary
income realized as a result of the disqualifying distribution. The exercise of
an Incentive Option may subject the employee to the alternative minimum tax.
An employee who surrenders shares of Common Stock in payment of the
exercise price of an Incentive Option generally will not, under proposed
Treasury Regulations, recognize gain or loss on his surrender of such shares.
The surrender of shares of Common Stock previously acquired upon exercise of an
Incentive Option in payment of the exercise price of another Incentive Option
is, however, a 'disposition' of such shares of Common Stock. If the Incentive
Option holding period requirements described above have not been satisfied with
respect to such shares of Common Stock, such disposition will be a disqualifying
disposition that may cause the employee to recognize ordinary income as
discussed above.
Under proposed Treasury Regulations, all of the shares of Common Stock
received by an employee upon exercise of an Incentive Option by surrendering
shares of Common Stock will be subject to the Incentive Option holding period
requirements. Of those shares, a number of shares (the 'Exchange Shares') equal
to the number of shares of Common Stock surrendered by the employee will have
the same tax basis for capital gains purposes (increased by any ordinary income
recognized as a result of any disqualifying disposition of the surrendered
shares if they were Incentive Option shares) and the same capital gains holding
period as the shares surrendered. For purposes of determining ordinary income
upon a subsequent disqualifying disposition of the Exchange Shares, the amount
paid for such shares will be deemed to be the fair market value of the shares
surrendered. The balance of the shares received by the employee will have a tax
basis (and a deemed purchase price) of zero and a capital gains holding period
beginning on the date of exercise. The Incentive Option holding period for all
shares will be the same as if the option had been exercised for cash.
An Incentive Option that is exercised by an employee more than three months
after an employee's employment terminates will be treated as a Non-Qualified
Option for federal income tax purposes. In the case of an employee who is
disabled, the three-month period is extended to one year and in the case of an
employee who dies, the three-month period does not apply.
Non-Qualified Options. There are no federal income tax consequences to
either the optionee or the Company on the grant of a Non-Qualified Option. On
the exercise of a Non-Qualified Option, the employee (except as described below)
has taxable ordinary income equal to the excess of the fair market value of the
Common Stock received on the exercise date over the option price of the shares.
13
The optionee's tax basis for the shares acquired upon exercise of a
Non-Qualified Option is increased by the amount of such taxable income. The
Company will be entitled to a federal income tax deduction in an amount equal to
such excess, provided the Company complies with applicable withholding rules.
Upon the sale of the shares acquired by exercise of a Non-Qualified Option,
optionees will realize long-term or short-term capital gain or loss depending
upon their holding period for such shares.
An optionee who surrenders shares of Common Stock in payment of the
exercise price of a Non-Qualified Option will not recognize gain or loss on his
surrender of such shares. Such an optionee will recognize ordinary income on the
exercise of the Non-Qualified Option as described above. Of the shares received
in such an exchange, the number of shares equal to the number of shares
surrendered will have the same tax basis and capital gains holding period as the
shares surrendered. The balance of the shares received will have a tax basis
equal to their fair market value on the date of exercise, and the capital gains
holding period will begin on the date of exercise.
As a result of new Section 162(m) of the Code, after the end of the
transition period in the regulations for companies that become publicly held,
the Company's deduction for Non-Qualified Options and other awards under the
1996 Stock Plan may be limited to the extent that a 'covered employee' (i.e.,
the chief executive officer or one of the four highest compensated officers who
is employed on the last day of the Company's taxable year and whose compensation
is reported in the summary compensation table in the Company's proxy statement)
receives compensation in excess of $1,000,000 in such taxable year of the
Company.
Parachute Payments. The termination of restrictions on restricted stock or
the exercise of any portion of any option or stock appreciation right that is
accelerated due to the occurrence of a Change of Control Event may cause a
portion of the payments with respect to such restricted stock or accelerated
options or stock appreciation rights to be treated as 'parachute payments' as
defined in the Code. Any such parachute payments may be nondeductible to the
Company, in whole or in part, and may subject the recipient to a nondeductible
20 percent federal excise tax on all or a portion of such payments (in addition
to other taxes ordinarily payable).
14
The following table sets forth certain information regarding benefits
granted during fiscal 1996 pursuant to the 1996 Stock Plan, the Restricted Unit
Plan and the Restricted Unit Plan for Non-Employee Directors. See 'Proposal
1 -- Election of Directors -- Compensation of Directors.'
1996 STOCK PLAN
-------------------------------- RESTRICTED UNIT PLAN
NUMBER OF SHARES ---------------------------------
DOLLAR OF COMMON STOCK DOLLAR
VALUE(1) UNDERLYING OPTIONS VALUE NUMBER OF UNITS(2)
---------- ------------------ ----------- -------------------
Richard R. Russell ................ 2,736,000 400,000 1,959,000 111,944
President, Chief Executive
Officer and Director
Ralph M. Passino .................. 444,600 65,000 979,500 55,972
Vice President and
Chief Financial Officer
James N. Tanis .................... 444,600 65,000 979,500 55,972
Vice President and General
Manager -- Derivative Products
and Services of General Chemical
Bodo B. Klink ..................... 136,800 20,000 653,000 37,315
Vice President, Business
Development and Services of
General Chemical
James A. Wilkinson ................ 136,800 20,000 761,800 43,534
Vice President, Manufacturing of
General Chemical
Executive Group ................... 4,240,800 620,000 6,856,600 391,805
Non-Executive Director Group ...... 2,736,000 400,000 262,500 15,000
Non-Executive Officer Employee
Group(3) ........................ 1,716,840 251,000 6,917,785 395,302
RESTRICTED UNIT PLAN FOR
NON-EMPLOYEE DIRECTORS
-----------------------------
NUMBER OF SHARES
DOLLAR OF COMMON STOCK
VALUE UNDERLYING OPTIONS
-------- ------------------
Richard R. Russell ................ -- --
President, Chief Executive
Officer and Director
Ralph M. Passino .................. -- --
Vice President and
Chief Financial Officer
James N. Tanis .................... -- --
Vice President and General
Manager -- Derivative Products
and Services of General Chemical
Bodo B. Klink ..................... -- --
Vice President, Business
Development and Services of
General Chemical
James A. Wilkinson ................ -- --
Vice President, Manufacturing of
General Chemical
Executive Group ................... -- --
Non-Executive Director Group ...... 350,000 20,000
Non-Executive Officer Employee
Group(3) ........................ -- --
- ------------
(1) The values listed in this column are based on the Black-Scholes pricing
model. The estimated values are based on a number of variables and include
the following assumptions: interest rate of 6.42 percent, stock price
volatility of 27 percent and annualized dividend yield of 1.0 percent. The
estimated values are not intended as a forecast of the future appreciation
in the price of the Company's stock. If the Company's stock does not
increase in value above the exercise price of the stock options, then the
grants described in the table will have no value. There is no assurance that
the value realized by an executive will be at or near the value estimated by
the Black-Scholes model or any other model applied to the stock options.
(2) Represents units issued under the Restricted Unit Plan in replacement and
satisfaction of rights previously earned under the Prior Equity Programs.
(3) Consisting of all persons (other than Executive Officers and Directors of
the Company) to whom benefits were granted during fiscal 1996 under the
indicated plans.
PENSION PLANS
The General Chemical Corporation Salaried Employee's Pension Plan (the
'Pension Plan') is a defined benefit plan that generally benefits full-time,
salaried employees. A participating employee's annual retirement benefit is
determined by the employee's credited service under the Pension Plan and average
annual earnings during the five years of the final ten years of service credited
under the Pension Plan for which such employees' earnings were highest. Annual
earnings include principally salary, overtime and short-term incentive
compensation. The Pension Plan provides that a participating employee's right to
receive benefits under the Pension Plan becomes fully vested after five years of
service. Under the Pension Plan, benefits are adjusted by a portion of the
social security benefits received by participants.
In addition, the Named Executives participate in an unfunded nonqualifed
excess benefit plan which pays benefits which would otherwise accrue in
accordance with the provisions of the Pension Plan, but which are not payable
under the Pension Plan by reason of certain benefit limitations imposed by the
Code.
15
The table below indicates the estimated maximum annual retirement benefit a
hypothetical participant would be entitled to receive under the Pension Plan and
the excess benefit plan (without regard to benefit limitations imposed by the
Code) before any deduction for social security benefits if the retirement
occurred December 31, 1996, at the age of 65, after the indicated number of
years of credit service and if average annual earnings equaled the amounts
indicated.
YEARS OF CREDITED SERVICE(2)
--------------------------------------------------------
AVERAGE ANNUAL EARNINGS(1) 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
- ----------------------------------------------------- -------- -------- -------- -------- --------
$ 200,000............................................ $ 60,000 $ 80,000 $100,000 $100,000 $105,000
250,000........................................... 75,000 100,000 125,000 125,000 131,250
300,000........................................... 90,000 120,000 150,000 150,000 157,500
400,000........................................... 120,000 160,000 200,000 200,000 210,000
500,000........................................... 150,000 200,000 250,000 250,000 262,500
600,000........................................... 180,000 240,000 300,000 300,000 315,000
700,000........................................... 210,000 280,000 350,000 350,000 367,500
800,000........................................... 240,000 320,000 400,000 400,000 420,000
900,000........................................... 270,000 360,000 450,000 450,000 472,500
1,000,000........................................... 300,000 400,000 500,000 500,000 525,000
- ------------
(1) Compensation qualifying as annual earnings under the Pension Plan
approximate the amounts set forth as Salary and Bonus in the Summary
Compensation table for the individuals listed on such table.
(2) The number of years of credited service under the Pension Plan for Messrs.
Russell, Passino, Tanis, Klink and Wilkinson, is approximately 20, 17, 9, 22
and 12, respectively.
16
REPORT OF THE COMPENSATION COMMITTEE
The overall objectives of the Company's compensation programs are to
attract, motivate and retain the most qualified and talented executives and to
provide the incentive for these executives to achieve the Company's business
objectives and to create an alignment of the interests of the stockholders and
those of the executives. To achieve these objectives, the Company has developed
compensation plans that tie a substantial portion of an executive's compensation
to the Company's performance as well as to the price of the Company's stock.
The principal components of the Company's executive compensation program
consists of fixed compensation in the form of base salary, variable compensation
in the form of annual incentive compensation and long-term compensation in the
form of stock options and other equity-based compensation awards.
Base Salaries. The initial base salaries for executive officers are
determined by the Compensation Committee based on its evaluation of the
responsibilities of the position held by the executive, their business
experience, past performance and anticipated contributions to the Company's
future success.
Salary adjustments are based on a periodic evaluation of the performance of
the Company and of each executive officer. The Compensation Committee will take
into consideration in the case of each executive officer the scope of their
responsibilities, time commitments, financial results, product quality
improvements, regulatory compliance, new business development and any other
applicable factors.
Based on the foregoing, Mr. Russell's base salary was increased from
$350,000 to $400,000 in 1996, the first increase since 1993.
Annual Incentive Compensation. Pursuant to the terms of the Company's
Performance Plan, annual and other periodic incentive compensation becomes
payable to the extent that performance objectives specified by the Compensation
Committee are achieved. The performance objectives may be based upon either
Company-wide or operating unit performance in the following areas: earnings per
share, revenues, operating cash flow, operating earnings, working capital to
sales ratio and return on capital.
In 1996, the Compensation Committee made annual incentive compensation
awards to executive officers based on achievement of certain net income and
earnings per share objectives. Mr. Russell was awarded annual incentive
compensation for 1996 of $425,000.
Long-Term Incentive Compensation. Long-term compensation awards to
executive officers consist of stock options, restricted stock, unrestricted
stock, performance share awards and stock appreciation rights. During 1996, the
Company granted stock options at the IPO price to executive officers in
connection with the Company's IPO.
In connection with the IPO Mr. Russell was granted 400,000 stock options,
which vest based upon future increases in the Company's stock price but no later
than ten years from the date of issuance.
Compliance with Section 162(m). The Compensation Committee believes that,
unless circumstances warrant an exception, the Company should only pay
compensation to its executive officers in excess of $1 million if such excess
amount is performance-based compensation exempt from the limit on deductibility
of such compensation under Section 162(m) of the Code. To this end, the Company
designed and obtained approval from the Company's pre-IPO stockholders of the
terms of the Stock Option and Incentive Plan and the Performance Plan so that
any grants made to executive officers thereunder would be exempt from the
limitations contained in Section 162(m) under the transition rules for
compensation plans that are in existence prior to a company's IPO.
The Compensation Committee
of the Board of Directors
PHILIP E. BEEKMAN, Chairman
PAUL M. MEISTER
SCOTT M. SPERLING
17
PERFORMANCE COMPARISON
The following graph illustrates the return that would have been realized
(assuming reinvestment of dividends) by an investor who invested $100 on May 15,
1996 (the date of the Company's IPO) in each of (i) The General Chemical Group
Inc. Common Stock (ii) the Standard & Poor's 500 Index and (iii) the Standard &
Poor's Chemical Composite Index.
COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG THE GENERAL CHEMICAL GROUP INC. COMMON STOCK,
THE STANDARD & POOR'S 500 INDEX AND THE STANDARD & POOR'S CHEMICAL
COMPOSITE INDEX
[PERFORMANCE GRAPH]
5/15/96 12/31/96
------- --------
The General Chemical Group Inc. $100.0 $135.9
Standard & Poor's 500 Index $100.0 $112.9
Standard & Poor's Chemical Composite Index $100.0 $108.3
Assumes $100 Invested On May 15, 1996
Assumes Dividend Reinvested
18
CERTAIN RELATIONSHIPS AND TRANSACTIONS
Messrs. Montrone and Meister are Managing Directors of Latona Associates
Inc. (the 'Management Company') a management company controlled by Mr. Montrone.
On January 1, 1995, the Company entered into an agreement with the Management
Company to provide the Company with strategic guidance and advice related to
financing, security offerings, recapitalizations and restructurings, tax,
corporate secretarial, employee benefit services and other administrative
services as well as to provide advice regarding the Company's automotive
business. In 1996, Mr. Meister joined the Management Company with the objective
of enhancing its ability to provide these strategic services and to develop and
pursue acquisitions and business combinations designed to enhance the long-term
growth prospects and value of the Company.
Under its agreement with the Management Company, the Company agreed to pay
(and did pay during 1996) the Management Company an annual fee of $5.6 million,
payable quarterly in advance, adjusted annually after 1995 for increases in the
U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index. In
addition, in connection with any acquisition or business combination with
respect to which the Management Company advises the Company, the Company has
agreed to pay the Management Company additional fees comparable to those
received by investment banking firms for such services (subject to the approval
of a majority of the independent directors of the Company). The agreement
extends through December 31, 2004. The agreement may be terminated by either
party if the other party ceases, or threatens to cease, to carry on its
business, or commits a material breach of the agreement which is not remedied
within 30 days of notice of such breach. The agreement may also be terminated by
the Company if Mr. Montrone ceases to hold, directly or indirectly, shares of
the Company's capital stock constituting at least 20 percent of the total of all
shares of Common Stock and Class B Common Stock then issued and outstanding. The
terms of the agreement between the Company and the Management Company were not
the result of arm's length negotiations. The Company has adopted a policy that
any amendment to, waiver of, extension of or other change in the terms of the
agreement with the Management Company, as well as any transactions perceived to
involve potential conflicts of interest, will require the approval of a majority
of the independent directors of the Company.
On April 22, 1994, subsidiaries of the Company loaned a stockholder of the
Company and Mr. Montrone $12 million and $2 million, respectively. The loans,
which bore interest at the fixed rate of 7.25 percent, were fully prepaid during
1996.
19
PROPOSAL 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Upon recommendation of the Audit Committee of the Board, the Board has
appointed Deloitte & Touche LLP as the Company's independent auditors for the
1997 fiscal year and hereby requests that the stockholders ratify such
appointment.
THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT
AUDITORS.
Representatives of Deloitte & Touche LLP are expected to be present at the
Annual Meeting with the opportunity to make such statements as they desire. They
will also be available to respond to appropriate questions from stockholders.
SUBMISSION OF PROPOSALS FOR 1998 ANNUAL MEETING
In order to be considered for inclusion in the Company's proxy statement
and form of proxy statement, stockholder proposals intended to be presented at
the Company's 1998 annual meeting of stockholders must be received by the
Company on or before December 8, 1997. The Company's By-Laws provide that any
stockholder of record wishing to nominate candidates for election as directors
or to have a stockholder proposal considered at the annual meeting must provide
written notice of such proposal and appropriate supporting documentation, as set
forth in the By-Laws, to the Company at its principal executive office, not less
than 75 days nor more than 120 days prior to the anniversary date of the
immediately preceding annual meeting. In the event, however, that the annual
meeting is scheduled to be held more than 30 days before such anniversary date
or more than 60 days after such anniversary date, notice shall be timely if
delivered to, or mailed to and received by, the Company at its principal
executive office not later than the close of business on the later of (A) the
75th day prior to the scheduled date of such annual meeting, or (B) the 15th day
following the day on which public announcement of the date of such annual
meeting is first made by the Company. Any such proposal should be directed to
the attention of the Secretary, The General Chemical Group Inc., Liberty Lane,
Hampton, New Hampshire 03842.
EXPENSES OF SOLICITATION
The Company will pay the entire expense of soliciting proxies for the
Annual Meeting. In addition to solicitations by mail, certain Directors,
officers and regular employees of the Company (who will receive no compensation
for their services other than their regular compensation) may solicit proxies by
telephone, telegram or personal interview. Banks, brokerage houses, custodians,
nominees and other fiduciaries have been requested to forward proxy materials to
the beneficial owners of shares held of record by them and such custodians will
be reimbursed for their expenses.
20
ANNUAL REPORT
The Annual Report to Stockholders of the Company for the year 1996 and this
proxy statement are being mailed together to all stockholders of the Company of
record on April 1, 1997, the record date for voting at the Annual Meeting. The
Annual Report, however, is not part of the proxy solicitation material.
By Order of the Board of Directors,
April 2, 1997
THE COMPANY'S 1996 ANNUAL REPORT ON FORM 10-K, FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION, IS AVAILABLE WITHOUT CHARGE BY WRITTEN REQUEST FROM THE
OFFICE OF THE SECRETARY, LIBERTY LANE, HAMPTON, NH 03842.
21
APPENDIX 1
PROXY CARD
THE GENERAL CHEMICAL GROUP INC.
ANNUAL MEETING, MAY 13, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Messrs. Paul M. Montrone, Paul M. Meister and Richard R. Russell, each with the
power of substitution, are hereby authorized to vote all shares of common stock
of The General Chemical Group Inc., which the undersigned would be entitled to
vote if personally present at the Annual Meeting of Stockholders of The General
Chemical Group Inc. to be held on Tuesday, May 13, 1997, and at any adjournments
as specified on the reverse side.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS.
(Please mark this Proxy and sign and date it on the reverse side hereon and
return it in the enclosed envelope.)
FOLD AND DETACH HERE
A vote FOR Prosposals 1 and 2 is recommended by the Board of Directors. Please mark [X]
your votes as
indicated in
the example
1. Election of Directors with terms expiring at the Annual Meeting in 1998. 2. Ratify the appointment of Deloitte &
Touche as independent auditors of the
Company for the current fiscal year.
FOR each WITHHOLD AUTHORITY Nominees: Paul M. Montrone, Philip E. Beekman, FOR AGAINST ABSTAIN
nominee to vote for each Gerald J. Lewis, Paul M. Meister, Richard R. [ ] [ ] [ ]
listed. nominee listed. Russell, Scott M. Sperling and Ira Stepanian
[ ] [ ]
(Instructions: To withhold authority to vote for any individual
nominee, write the nominee's name on the space provided below)
--------------------------------------------------------------
3. In their discretion, on such other business A MAJORITY (OR IF ONLY ONE, THEN THAT ONE) OF THE ABOVE
as may properly come before the meeting. PERSONS OR THEIR SUBSTITUTES WHO SHALL BE PRESENT AND
ACTING AT THE MEETING SHALL HAVE THE POWERS CONFERRED
HEREBY.
Dated: _____________________________________, 1997
__________________________________________________
__________________________________________________
Signature of Stockholder(s)--please sign name exactly as imprinted
(do not print). Please indicate any change of address.
NOTE: Executors, administrators, trustees and others signing in a
representative capacity should indicate the capacity in which they
sign. If shares are held jointly, EACH holder should sign.
PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY.
FOLD AND DETACH HERE