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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
(MARK ONE)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998
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
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THE GENERAL CHEMICAL GROUP INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 02-0423437
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
LIBERTY LANE 03842
HAMPTON, NEW HAMPSHIRE (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (603) 929-2606
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock, par value $.01 per share New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None
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 periods 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 _______
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and is not contained in the
definitive information statement incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [x]
The aggregate value of the voting stock held by non-affiliates of the
registrant as of March 1, 1999, was approximately $312,567,195.
The number of outstanding shares of the Registrant's Common Stock as of
March 1, 1999 was 11,079,392 shares of Common Stock, $.01 par value per share.
The number of outstanding shares of the Registrant's Class B Common Stock
as of March 1, 1999 was 9,758,421 shares of Class B Common Stock, $.01 par value
per share.
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on May 11, 1999 are incorporated by reference into Part
III.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in Hampton, State of New
Hampshire on the 16th day of March 1999.
THE GENERAL CHEMICAL GROUP INC.
By: /s/ WILLIAM C. KEIGHTLEY
...................................
WILLIAM C. KEIGHTLEY
VICE PRESIDENT AND CHIEF FINANCIAL
OFFICER
March 16, 1999
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K.
EXHIBIT
NO. DESCRIPTION
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***2.0 -- Form 10, for Registration of Securities relating to Registration of GenTek, Inc.
**3.1 -- Amended and Restated Certificate of Incorporation of the Company
**3.2 -- Amended and Restated By-Laws of the Company
**4.1 -- Specimen Certificate for shares of Common Stock, $.01 par value, of the Company
*10.1 -- Agreement dated as of March 15, 1996 between Paul M. Montrone and the Company
**10.2 -- Amended and Restated Management Agreement effective as of January 1, 1995 between the Company and
Latona Associates, Inc.
'D'10.4 -- Restated Environmental Matters Agreement among Allied-Signal, Henley, The Wheelabrator Group Inc., New
Hampshire Oak, Inc., and Fisher Scientific Group Inc., dated as of February 26, 1986, as amended and
restated as of July 28, 1989
'D'10.5 -- Second Amended and Restated Partnership Agreement of GCSAP dated June 30, 1992, among General
Chemical, The Andover Group, Inc., and TOSOH Wyoming, Inc.
'D'10.6 -- Amended and Restated Parent Guaranty and Transfer Agreement dated June 30, 1992, among New Hampshire
Oak, Inc., ACI International Limited and TOSOH America, Inc.
**10.7 -- The General Chemical Group Inc. Deferred Compensation Plan for Non-Employee Directors
**10.8 -- The General Chemical Group Inc. Retirement Plan for Non-Employee Directors
**10.9 -- The General Chemical Group Inc. Restricted Unit Plan for Non-Employee Directors
**10.10 -- The General Chemical Group Inc. 1996 Stock Option and Incentive Plan
**10.11 -- The General Chemical Group Inc. Performance Plan
**10.12 -- The General Chemical Group Inc. Restricted Unit Plan
'D'D'10.13 -- First Amendment to General Chemical Corporation Equity Program, effective as of October 1, 1993.
**10.14 -- General Chemical Group Dividend Award Program, as amended December 15, 1995, effective as of October
1, 1993
**10.15 -- General Chemical Corporation Supplemental Savings and Retirement Plan
**10.22 -- Note Agreement dated as of April 1, 1992, among GC Canada and certain noteholders, with respect to the
9.09% Senior Notes due 1999 in aggregate principal amount of $52 million
'D'10.23 -- Credit Agreement dated as of June 22, 1992, between GC Canada and The Toronto-Dominion Bank, with
respect to a $15 million revolving credit facility (the 'Canada Revolver')
**10.24 -- First Amendment to Canada Revolver
**10.29 -- Stockholder Agreement among the Company, the GRAT, Paul M. Montrone and Sandra G. Montrone, dated as
of April 15, 1996
**10.30 -- Stockholder Agreement between the Company and Stonor, dated as of May 15, 1996
'D'D'D'10.31 -- Credit Agreement, dated as of June 15, 1998, among the Company, Bank of America National Trust and
Savings Association, as Documentation Agent, The Bank of Nova Scotia, as Syndication Agent and The
Chase Manhattan Bank, as Administrative Agent.
**22 -- Subsidiaries of the Company
27 -- Financial Data Schedule
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** Incorporated by reference to the relevant exhibit to the Company's
Registration Statement filed with the Securities and Exchange
Commission (the 'SEC') on May 3, 1996, File No. 33-83766.
*** Incorporated by reference to the relevant exhibit to GenTek's
Registration Statement on Form 10 (File No. 007-14789) with the
Securities and Exchange Commission on January 27, 1999.
'D' Incorporated by reference to the relevant exhibit to General Chemical
Corporation's Registration Statement filed with the SEC on August 11,
1993, File No. 33-64824.
'D'D' Incorporated by reference to the relevant exhibit to General Chemical
Corporation's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993 filed with the SEC.
'D'D'D' Incorporated by reference to the relevant exhibit to the Company's
Annual Report on Form 10-K for the fiscal year ended December 31,
1998 filed with the SEC.
EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION PAGE
--- ----------- ----
10.31 -- Credit Agreement, dated as of June 15, 1998, among the Company, Bank of
America National Trust and Savings Association, as Documentation Agent, The
Bank of Nova Scotia, as Syndication Agent and The Chase Manhattan Bank, as
Administrative Agent.
STATEMENT OF DIFFERENCES
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The section symbol shall be expressed as ............................. 'SS'
The dagger symbol shall be expressed as............................... 'D'