-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FRXDWslJfpRHNlISRaO9ROrKpyzV3QNWaByW9LnhiZMaR0TB7nOF+He8qY5Umrfu iAlIQ/0JY2F1jzyTSTA8lw== 0000950123-03-013542.txt : 20040115 0000950123-03-013542.hdr.sgml : 20040115 20031208120154 ACCESSION NUMBER: 0000950123-03-013542 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010611 DATE AS OF CHANGE: 20040115 GROUP MEMBERS: PAUL M MEISTER GROUP MEMBERS: PMM GCG INVESTMENT LLC GROUP MEMBERS: SANDRA G MONTRONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL CHEMICAL GROUP INC CENTRAL INDEX KEY: 0000929697 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL INORGANIC CHEMICALS [2810] IRS NUMBER: 020423437 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-48197 FILM NUMBER: 031041920 BUSINESS ADDRESS: STREET 1: LIBERTY LANE CITY: HAMPTON STATE: NH ZIP: 03842 BUSINESS PHONE: 6039292606 MAIL ADDRESS: STREET 1: LIBERY LANE CITY: HAMPTON STATE: NH ZIP: 03842 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MONTRONE PAUL M CENTRAL INDEX KEY: 0001032940 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: LIBERTY LANE CITY: HAMPTON STATE: NH ZIP: 03842 BUSINESS PHONE: 6039292607 MAIL ADDRESS: STREET 1: LIBERTY LANE CITY: HAMPTON STATE: NH ZIP: 03842 SC 13D 1 y92331ofsc13d.txt ORIGINAL FILING ON SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 The General Chemical Group Inc. - ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) 369332101 - ------------------------------------------------------------------------------- (CUSIP Number) Paul M. Montrone c/o The General Chemical Group Inc. Liberty Lane Hampton, New Hampshire 03842 (603) 929-2606 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 14, 2001 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. SCHEDULE 13D CUSIP No. 369332101 Page 2 of 12 Pages (1) Names of Reporting Persons Paul M. Montrone S.S. or I.R.S. Identification Nos. of Above Persons - ------------------------------------------------------------------------------- (2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds Not Applicable (see Item 4) - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- (6) Citizenship or Place of U.S.A. Organization - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 13,574,926 Beneficially Owned by Each Reporting ------------------------------------------------- Person With (8) Shared Voting Power 6,699,771 ------------------------------------------------- (9) Sole Dispositive Power 13,574,926 ------------------------------------------------- (10) Shared Dispositive Power 4,631,644 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially 20,097,697 Owned by Each Reporting Person - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount [X] in Row (11) Excludes Certain Shares - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 54.3% (See Item 5(b)) - ------------------------------------------------------------------------------- (14) Type of Reporting Person IN - -------------------------------------------- ---------------------------------- SCHEDULE 13D CUSIP No. 369332101 Page 3 of 12 Pages (1) Names of Reporting Persons PMM GCG Investment LLC S.S. or I.R.S. Identification N/A Nos. of Above Persons - ------------------------------------------------------------------------------- (2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds OO - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- (6) Citizenship or Place of DE, U.S.A. Organization - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 10,298,566 Beneficially Owned by Each Reporting ------------------------------------------------- Person With (8) Shared Voting Power 0 ------------------------------------------------- (9) Sole Dispositive Power 10,298,566 ------------------------------------------------- (10) Shared Dispositive Power 0 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially 10,298,566 Owned by Each Reporting Person - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount [ ] in Row (11) Excludes Certain Shares - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 27.8% (See Item 5(b)) - ------------------------------------------------------------------------------- (14) Type of Reporting Person OO - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 369332101 Page 4 of 12 Pages (1) Names of Reporting Persons Sandra G. Montrone S.S. or I.R.S. Identification Nos. of Above Persons - ------------------------------------------------------------------------------- (2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds Not Applicable (see Item 4) - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- (6) Citizenship or Place of U.S.A. Organization - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 53,100 Beneficially Owned by Each Reporting ------------------------------------------------- Person With (8) Shared Voting Power 6,699,771 ------------------------------------------------- (9) Sole Dispositive Power 53,100 ------------------------------------------------- (10) Shared Dispositive Power 6,699,771 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially 6,575,871 Owned by Each Reporting Person - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount [X] in Row (11) Excludes Certain Shares - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 17.8% (See Item 5(b)) - ------------------------------------------------------------------------------- (14) Type of Reporting Person IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 369332101 Page 5 of 12 Pages (1) Names of Reporting Persons Paul M. Meister S.S. or I.R.S. Identification Nos. of Above Persons - ------------------------------------------------------------------------------- (2) Check the Appropriate Box (a) [ ] if a Member of a Group (b) [ ] - ------------------------------------------------------------------------------- (3) SEC Use Only - ------------------------------------------------------------------------------- (4) Source of Funds Not Applicable (see Item 4) - ------------------------------------------------------------------------------- (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- (6) Citizenship or Place of U.S.A. Organization - ------------------------------------------------------------------------------- Number of Shares (7) Sole Voting Power 117,000 Beneficially Owned by Each Reporting ------------------------------------------------- Person With (8) Shared Voting Power 2,068,127 ------------------------------------------------- (9) Sole Dispositive Power 117,000 ------------------------------------------------- (10) Shared Dispositive Power 2,068,127 - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially 117,000 Owned by Each Reporting Person - ------------------------------------------------------------------------------- (12) Check if the Aggregate Amount [ X ] in Row (11) Excludes Certain Shares - ------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 *(See Item 5) - ------------------------------------------------------------------------------- (14) Type of Reporting Person IN - ------------------------------------------------------------------------------- SCHEDULE 13D CUSIP No. 369332101 Page 6 of 12 Pages ITEM 1. SECURITY AND ISSUER The Issuer is The General Chemical Group Inc., a Delaware corporation (the "Issuer"). The address of Issuer's principal executive offices is Liberty Lane, Hampton, New Hampshire 03842. This report covers the Issuer's Common Stock, par value $.01 per share (the "Common Stock"). The Issuer has also issued Class B Common Stock par value $.01 per share (the "Class B Common Stock"). Each share of Class B Common Stock is convertible at the option of holder into one share of Common Stock and is automatically converted into one share of Common Stock upon transfer to a person who is not a Permitted Transferee, as that term is defined in the Issuer's Certificate of Incorporation. Based upon this conversion feature of Class B Common Stock, the Reporting Persons are, pursuant to Rule 13d-3(d) (1) (i) (B) of the Act, deemed for purposes of this filing to be the beneficial owners of such shares of Common Stock as would be issued upon conversion. The Common Stock and Class B Common Stock are substantially identical, except for disparity in voting power, limitations on transfers of Class B Common Stock and the conversion feature of the Class B Common Stock. The holders of Common Stock and Class B Common Stock vote as a single class on all matters submitted to a vote of stockholders except as otherwise provided by law. ITEM 2. IDENTITY AND BACKGROUND (a) The names of the Reporting Persons are (i) Paul M. Montrone, an individual, (ii) PMM GCG Investment LLC, a Delaware limited liability company, an entity organized to own shares of the Issuer, (iii) Sandra G. Montrone, an individual, and (iv) Paul M. Meister, an individual. (b) The business address of Paul M. Montrone, Sandra G. Montrone and Paul M. Meister is c/o The General Chemical Group Inc., Liberty Lane, Hampton, New Hampshire 03842. The principal place of business of PMM GCG Investment LLC is Liberty Lane, Hampton, New Hampshire 03842. (c) Paul M. Montrone is the Chairman of the Board and Chief Executive Officer of Fisher Scientific International Inc., and Chairman of the Board of GenTek Inc. and the Issuer. PMM GCG Investment LLC is wholly owned by Bayberry Trust (a trust whose settlor is Mr. Montrone, trustee is Mrs. Montrone and beneficiaries are members of Mr. and Mrs. Montrone's family); PMM GCG Investment LLC is wholly controlled by Paul M. Montrone; Paul M. Montrone is the sole manager of PMM GCG Investment LLC with full discretion to determine the voting and SCHEDULE 13D CUSIP No. 369332101 Page 7 of 12 Pages disposition of the shares held by it. Sandra G. Montrone is the wife of Paul M. Montrone. Paul M. Meister is the Vice Chairman of the Board and the Executive Vice President and Chief Financial Officer of Fisher Scientific International Inc. Paul M. Meister is also the Vice Chairman of the Board of GenTek Inc. and the Issuer. (d) None of the Reporting Persons has been convicted in a criminal proceeding during the last five years. (e) None of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction during the last five years. (f) Paul Montrone, Sandra G. Montrone and Paul M. Meister are U.S. citizens. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On May 14, 2001, PMM GCG Investment LLC purchased 7,250,581 shares of the Common Stock and 3,047,985 shares of the Class B Common Stock of the Issuer by subscribing to such shares in a rights offering by the Issuer (the "Rights Offering"). In the Rights Offering, the Issuer granted to holders of its Common Stock and Class B Common Stock, at no cost, 0.77 rights for each share of Common Stock and Class B Common Stock they owned as of the close of business on April 16, 2001. Each whole right entitled the holder to purchase one share of Common Stock or Class B Common Stock, as applicable, for a subscription price of $0.62 per share. In addition, pursuant to the terms of the Rights Offering, holders who exercised their rights in full also had the opportunity to subscribe for additional shares that were not purchased by other eligible rights holders (the "over-subscription privilege"). PMM GCG Investment LLC purchased shares in the Rights Offering by exercising subscription rights issued in respect of the shares of Common Stock and Class B Common Stock owned by Paul M. Montrone and the Montrone family trusts. (See Item 5(a) for more information regarding the Montrone family trusts.) As holders of a total of 5,953,000 shares of Common Stock and 3,958,421 shares of Class B Common Stock, Mr. Montrone and the Montrone family trusts received rights to subscribe for 4,583,811 shares of Common Stock and 3,047,985 shares of Class B Common Stock. Upon such receipt, 7,513,986 of these rights were transferred to PMM GCG Investment LLC, which exercised all such subscription rights. In addition, PMM GCG Investment LLC purchased an additional 2,784,580 shares of Common Stock through the exercise of its over-subscription privilege. PMM GCG Investment LLC purchased these shares for a total subscription price of $6,385,111. PMM GCG Investment LLC funded this purchase with $985,111 provided by Bayberry Trust (the sole member of PMM GCG Investment LLC) and with SCHEDULE 13D CUSIP No. 369332101 Page 8 of 12 Pages the proceeds of a $5.4 million loan from Mr. Paul M. Montrone. See Item 6 for additional information. All other shares of Common Stock beneficially owned by the Reporting Persons were acquired prior to the registration of the Common Stock under the Securities Exchange Act of 1934. ITEM 4. PURPOSE OF TRANSACTION. Paul M. Montrone, the Chairman of the Board of the Issuer, and the Montrone family trusts, owned approximately 46.9% of the outstanding shares of the Issuer prior to the Rights Offering, which shares represented 80.4% of the aggregate voting power of the Issuer. PMM GCG Investment LLC purchased 7,250,581 shares of Common Stock and 3,047,985 shares of Class B Common Stock through the exercise of subscription rights granted to Paul M. Montrone and the Montrone family trusts in the Rights Offering. PMM GCG Investment LLC acquired these shares because Paul M. Montrone considered such purchases at the subscription price of $0.62 per share to represent a beneficial investment opportunity. Sandra G. Montrone and Paul M. Meister have not purchased any shares of the Issuer in the Rights Offering or otherwise. As described in Item 5(a), Sandra G. Montrone is the co-trustee of certain Montrone family trusts and Paul M. Meister is a co-trustee of one such trust. None of the Reporting Persons, in its capacity as shareholder of the Issuer, has any plan or proposal with respect to the matters set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Paul M. Montrone beneficially owns 13,091,291(1) shares of Common Stock and 7,006,406 shares of Class B Common Stock. PMM GCG Investment LLC beneficially owns 7,250,581 shares of Common Stock and 3,047,985 shares of Class B Common Stock. Sandra G. Montrone beneficially owns 4,706,081(1) shares of Common Stock and 1,869,790 shares of Class B Common Stock. Paul M. Meister is a co-trustee of the 1996 GRAT (as defined below), which beneficially owns 1,238,987 shares of Common Stock and 829,140 shares of Class B Common Stock. By virtue of his position as a co-trustee of the 1996 GRAT, Mr. Meister may be deemed a beneficial owner of such shares; Mr. Meister, however, disclaims beneficial ownership of such shares. Mr. Meister owns 117,000 shares directly. - ---------------- 1 Number DOES NOT include the 177,000 shares held by the charitable foundation. SCHEDULE 13D CUSIP No. 369332101 Page 9 of 12 Pages Such shares are owned as follows: (i) 1,182,419 shares of Common Stock are held directly by Paul M. Montrone; (ii) 2,088,631 shares of Class B Common Stock are held directly by Paul M. Montrone; (iii) 53,100 shares of Common Stock are held directly by Sandra G. Montrone; (iv) 5,310 shares of Common Stock are held by a trust (the "Trust") of which Paul M. Montrone is the sole trustee and a beneficiary; (v) 1,238,987 shares of Common Stock and 829,140 shares of Class B Common Stock are held by a grantor retained annuity trust formed in 1996 (the "1996 GRAT"), of which Paul M. Montrone is the settlor and annuity beneficiary and Sandra G. Montrone and Paul M. Meister are co-trustees with shared investment and voting discretion; (vi) 1,201,687 shares of Common Stock and 811,283 shares of Class B Common Stock are held by a grantor retained annuity trust formed in December 1998 (the "1998 GRAT"), of which Paul M. Montrone is the settlor and annuity beneficiary, and Sandra G. Montrone and Paul M. Montrone are co-trustees with shared investment and voting discretion, (vii) 1,212,307 shares of Common Stock and 229,367 shares of Class B Common Stock are held by a grantor retained annuity trust formed in March 1999 (the "1999 GRAT"), of which Paul M. Montrone is the settlor and annuity beneficiary and Sandra G. Montrone and Paul M. Montrone are co-trustees with shared investment and voting discretion; (viii) 1,000,000 shares of Common Stock are held by Sewall Associates Family, L.P., a Delaware limited partnership of which Sandra G. Montrone and Paul M. Montrone are the sole general partners with shared investment and voting discretion and Paul M. Montrone and a grantor retained annuity trust formed in January 2000 (of which Paul M. Montrone is the settlor and annuity beneficiary and Sandra G. Montrone and Paul M. Montrone are co-trustees with shared investment and voting discretion) are the limited partners; (ix) 7,250,581 shares of Common Stock and 3,047,985 shares of Class B Common Stock are held by PMM GCG Investment LLC. An additional 177,000 shares of Common Stock are held by a charitable foundation, of which Paul M. Montrone is a director and Sandra G. Montrone is a director and officer. By virtue of their positions with the foundation, Paul M. Montrone and Sandra G. Montrone may be deemed to be beneficial owners of the shares of Common Stock held by the foundation. Paul M. Montrone and Sandra G. Montrone disclaim any beneficial ownership in the 177,000 shares of Common Stock held by the foundation. (b) Paul M. Montrone has sole voting and dispositive power with respect to the shares of Common Stock and Class B Common Stock held directly by him, the shares of Common Stock held by the Trust, and the shares of Common Stock and Class B Common Stock held by PMM GCG Investment LLC. Paul M. Montrone and Mrs. Montrone share voting and dispositive power with one another, as co-trustee or general partners, with respect to the shares held by the 1998 GRAT, the 1999 GRAT and Sewall Associates Family L.P. Sandra G. SCHEDULE 13D CUSIP No. 369332101 Page 10 of 12 Pages Montrone and Paul M. Meister share voting and dispositive power with one another, as co-trustees, with respect to the shares held by the 1996 GRAT. PMM GCG Investment LLC has sole voting and dispositive power with respect to the shares of Common Stock and Class B Common Stock held by it. Sandra G. Montrone has sole voting and dispositive power with respect to the shares of Common Stock held directly by her. Each share of Common Stock entitles the holder to one vote and each share of Class B Common Stock entitles the holder to ten votes at each annual or special meeting of stockholders, in the case of any written consent of stockholders, and for all other purposes, including the election of directors of the Issuer. The Common Stock and Class B Common Stock are substantially identical except for the disparity in voting power, and the holders of Common Stock and Class B Common Stock vote as a single class on all matters submitted to a vote of stockholders except as otherwise provided by law. Assuming no conversion of any of the outstanding shares of Class B Common Stock, the shares of stock and for which Paul M. Montrone has or shares voting power constitutes 83.1% of the aggregate voting power of the Issuer. Assuming no conversion of any of the outstanding shares of Class B Common Stock, the shares of stock for which PMM GCG Investment LLC has sole voting power constitutes 37.7% of the aggregate voting power of the Issuer. (c) There were no transactions, other than the purchase of Common Stock and Class B Common Stock described herein, in the class of securities reported on that were effected during the past sixty days by the Reporting Persons. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As described in Item 3, PMM GCG Investment LLC financed the subscription price for the shares of the Issuer purchased in the Rights Offering through a $985,111 cash contribution by Bayberry Trust and a $5.4 million borrowing from Paul M. Montrone evidenced by a promissory note (the "Note"). The Note has an interest rate of 4.77% per annum and matures on May 14, 2010. Pursuant to a registration rights agreement with the Issuer, Paul M. Montrone and his affiliates (including the entities referred to in item 5) may request, at any time until April 1, 2004, the registration of their shares of Common Stock (including shares of Common Stock received upon conversion of any Class B Common Stock) for sale under the Securities Act of 1933. The Issuer will be required to accept up to three requests for registration and, in addition, to include the shares of Paul M. Montrone and his affiliates SCHEDULE 13D CUSIP No. 369332101 Page 11 of 12 Pages (including the entities referred to in item 5 and PMM GCG Investment LLC) in a proposed registration of shares of Common Stock under the Securities Act of 1933 in connection with the sale of shares of Common Stock by the Issuer or any other stockholder of the Issuer. The Issuer will be responsible to pay the expenses of the registration of shares of Mr. Montrone and his affiliates (including the entities referred to in item 5 and PMM GCG Investment LLC) other than brokerage and underwriting commissions and taxes relating to the sale of the shares. ITEM 7. MATERIALS TO BE FILED AS EXHIBITS. Exhibit 1. Joint Filing Agreement, dated June 11, 2001, among the Reporting Persons. Exhibit 2. Amended and Restated Limited Liability Company Agreement of PMM GCG Investment LLC, dated as of March 27, 2001, entered into by Bayberry Trust, as sole member. Exhibit 3. Promissory Note Due May 14, 2010 of PMM GCG Investment LLC. Exhibit 4. Registration Rights Agreement, dated as of April 14, 1999, between Paul M. Montrone and the Issuer. Incorporated by reference to Exhibit to Amendment No. 2 to Form 16.09 of GenTek Inc. (File No. 001-14789) filed with the Securities and Exchange Commission on April 8, 1999. SCHEDULE 13D CUSIP No. 369332101 Page 12 of 12 Pages SIGNATURE. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: June 11, 2001 /S/ PAUL M. MONTRONE -------------------- Paul M. Montrone PMM GCG INVESTMENT LLC /S/ PAUL M. MONTRONE -------------------- By: Paul M. Montrone, as Manager /S/ SANDRA G. MONTRONE ---------------------- Sandra G. Montrone /S/ PAUL M. MEISTER ------------------- Paul M. Meister INDEX OF EXHIBITS 1. Joint Filing Agreement, dated June 11, 2001, among the Reporting Persons. 2. Amended and Restated Limited Liability Company Agreement of PMM GCG Investment LLC, dated as of March 27, 2001, entered into by Bayberry Trust, as sole member. 3. Promissory Note Due May 14, 2010 of PMM GCG Investment LLC. 4. Registration Rights Agreement, dated as of April 14, 1999, between Paul M. Montrone and the Issuer. Incorporated by reference to Exhibit to Amendment No. 2 to Form 16.09 of GenTek Inc. (File No. 001-14789) filed with the Securities and Exchange Commission on April 8, 1999. EX-99.1 3 y92331ofexv99w1.txt JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT Pursuant to Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned agrees that the Statement on Schedule 13D, to which this exhibit is attached, is filed on its behalf. Dated: June 11, 2001 /S/ PAUL M. MONTRONE -------------------- Paul M. Montrone PMM GCG INVESTMENT LLC /S/ PAUL M. MONTRONE -------------------- By: Paul M. Montrone, as Manager /S/ SANDRA G. MONTRONE ---------------------- Sandra G. Montrone /S/ PAUL M. MEISTER ------------------- Paul M. Meister EX-99.2 4 y92331ofexv99w2.txt A/R LIMITED LIABILITY COMPANY AGREEMENT Exhibit 2 Amended and Restated Limited Liability Company Agreement of PMM GCG Investment LLC, dated as of March 27, 2001, entered into by Bayberry Trust, as sole member. LIMITED LIABILITY COMPANY AGREEMENT OF PMM GCG INVESTMENT LLC This Limited Liability Company Agreement, dated as of March 27, 2001 (this "Agreement"), of PMM GCG Investment LLC, is entered into by Bayberry Trust, as the sole member (the "Member"). The Member hereby forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act (6 DEL. C. ss. 18-101, ET SEQ.), as amended from time to time (the "Act"), and hereby agrees as follows: 1. NAME. The name of the limited liability company formed hereby is PMM GCG Investment LLC (the "Company"). 2. TERM. The term of the Company shall commence on the filing of the certificate of formation of the Company attached hereto as Annex A (the "Certificate of Formation") at the office of the Secretary of State of the State of Delaware and shall continue in perpetuity, unless the Company is dissolved or terminated pursuant to Section 9 of this Agreement. 3. PURPOSE. The Company is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Company is, engaging in any lawful act or activity for which limited liability companies may be formed under the Act. 4. REGISTERED OFFICE. The address of the registered office of the Company in the State of Delaware is c/o Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. The Company may also have offices at such other places within or without the State of Delaware as the Member may from time to time designate or the business of the Company may require. 5. REGISTERED AGENT. The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. 6. PRINCIPAL PLACE OF BUSINESS. The address of the principal place of business of the Company is c/o Wilmington Trust Company, 1100 N. Market Street, Wilmington, Delaware 19890, n/o PMM GCG Investment LLC. 7. MEMBER. The name and the mailing address of the Member are Bayberry Trust, c/o Sandra Montrone, Liberty Lane, Hampton, New Hampshire 03842. 8. MANAGEMENT OF THE COMPANY. (a) The property, business and affairs of the Company shall be managed and conducted by the Manager of the Company. The Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by a "manager" (within the meaning of Section 102(p) of the Act) under the laws of the State of Delaware. The Manager may be appointed or removed by the Member at any time and from time to time. Initially, Paul M. Montrone shall be the Manager of the Company. (b) The Company may only act and bind itself through the actions of the Manager, or through the actions of the agents and employees of the Company (as described in paragraph (c) of this Section 8) if and to the extent authorized by this Agreement or by the Manager in accordance with the provisions of this Agreement. (c) The Manager may (I) authorize by written action any person to enter into and perform any agreement on behalf of the Company, (II) appoint a President, one or more Vice Presidents, a Secretary, one or more Assistant Secretaries and other officers of the Company, with the duties and powers described in paragraphs (e) and (f) of this Section 8, and (III) appoint individuals, with such titles as he may select, as employees of the Company to act on behalf of the Company, with such power and authority as the Manager may delegate from time to time to any such person. Any such persons, officers and employees designated by the Manager to act on behalf of the Company may be appointed or removed by the Manager at any time and from time to time, with or without cause. (d) Any person or entity dealing with the Company, the Manager or any of the persons described in paragraph (c) above (collectively, the "Authorized Persons") may rely upon a certificate signed by the Member (or the Secretary of the Company), as to the identity of the Member, the Manager or an Authorized Person and as to the authority of the Manager or such Authorized Person to execute and deliver any instrument or document on behalf of the Company. (e) The Secretary and each Assistant Secretary, if any, of the Company shall (I) keep the records of all meetings and written actions of the Member, (II) be the 2 custodian of all contracts, deeds, documents and other indicia of title to properties owned by the Company and of its other corporate records, (III) perform all general duties and have all powers incident to the office of the secretary of a corporation organized under the laws of Delaware, and (IV) perform such other duties and exercise such other powers as may from time to time be prescribed by the Manager. The duties of the Secretary may be performed by one or more employees or agents of the Company, to be appointed by the Manager. (f) The President and each Vice President, if any, of the Company shall perform such duties and exercise such powers as may be assigned to each of them from time to time by the Manager and shall have the authority to act on behalf of the Company, subject to the terms and conditions of this Agreement. 9. DISSOLUTION. The Company shall dissolve, and its affairs shall be wound up upon the first to occur of the following: (A) the written consent of the Member, (B) the resignation, expulsion, bankruptcy or dissolution of the Member or (C) the entry of a decree of judicial dissolution under Section 18-802 of the Act. 10. INITIAL CAPITAL CONTRIBUTION. The Member agrees to contribute $100, in cash, and no other property, to the Company. 11. ADDITIONAL CONTRIBUTIONS. The Member shall have the right, but not the obligation, to make additional capital contributions to the Company at the times and in the amounts determined by the Member. 12. DISTRIBUTIONS. Distributions may be made to the Member at the times and in the aggregate amounts determined by the Manager. Notwithstanding anything to the contrary contained herein, neither the Company, nor the Manager on behalf of the Company, may make a distribution to the Member on account of the interest of the Member in the Company if such distribution would violate Section 18-607 of the Act or any other applicable law. 13. TRANSFERS. The Member shall be permitted to transfer all or any portion of its interest in the Company. One or more additional members may be admitted to the Company with the consent of the Member, and this Agreement shall thereupon be amended, in a writing signed by the Member, as necessary or appropriate to reflect the fact that there is more than one Member. 14. TAX MATTERS. Neither the Member nor the Manager may permit the Company to elect, and the Company shall not elect, to be treated as an association taxable as a corporation for U.S. federal, state or local income tax purposes under Treasury 3 Regulations section 301.7701-3(a), or under any corresponding provision of state or local law. 15. RESIGNATION. The Member may not resign from the Company. 16. LIABILITY OF THE MEMBER. Except as otherwise provided by the Act or herein, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and neither the Member nor any Authorized Person may be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member of the Company. 17. EXCULPATION. (a) Neither the Member, nor any Authorized Person, nor any of their respective affiliates, directors, advisory directors, members, officers or employees (each, a "Covered Person"), shall be liable to the Company or the Member for any loss, liability, damage or claim incurred by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company. Whenever in this Agreement a Covered Person is permitted or required to make decisions in good faith, the Covered Person shall act under such standard and shall not be subject to any other or different standard imposed by this Agreement or any relevant provisions of law or in equity or otherwise. (b) A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any person or entity as to matters the Covered Person reasonably believes are within such person's or entity's professional or expert competence. 18. FIDUCIARY DUTY. To the extent that, at law or in equity, a Covered Person has duties (including fiduciary duties) and liabilities relating thereto to the Company or to the Member, a Covered Person acting under this Agreement shall not be liable to the Company or to the Member for such Covered Person's good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Covered Person. 19. INDEMNIFICATION. To the fullest extent permitted by applicable law, a Covered Person shall be entitled to indemnification from the Company for any costs and expenses (including attorneys' fees and disbursements), loss, liability, damage or claim incurred by such Covered Person by reason of any act or omission performed or omitted by such Covered Person in good faith on behalf of the Company. To the fullest extent 4 permitted by applicable law, expenses (including attorneys' fees and disbursements) incurred by a Covered Person in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, subject to recapture by the Company following a later determination that such Covered Person was not entitled to be indemnified hereunder. 20. AMENDMENT, WAIVER, ETC. This Agreement may not be amended or supplemented, and no waiver of or consent to departures from the provisions hereof shall be effective, unless set forth in a writing signed by all the Members of the Company at the time thereof. 21. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES), ALL RIGHTS AND REMEDIES BEING GOVERNED BY SAID LAWS. 22. AUTHORIZED PERSON. E. Raman Bet-Mansour (or such other person as may from time to time be designated by the Member for such purpose) is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and cause to be filed the certificate of formation of the Company (and any amendments and/or restatements thereof) and any other certificates (and any amendments and/or restatements thereof) necessary for the Company to qualify to do business in a jurisdiction in which the Company may wish to conduct business. 23. MISCELLANEOUS. This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto. This Agreement shall be binding upon and inure to the benefit of all parties hereto and their successors and permitted assigns. Except as provided in Sections 17 and 19 herein with respect to the exculpation and indemnification of Covered Persons, nothing in this Agreement shall confer any rights upon any person or entity other than the parties hereto and their successors and permitted assigns. The invalidity or unenforceability of any particular provision of this Agreement shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision was omitted. 5 IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, intending to be legally bound hereby, has duly executed this Agreement as of the date first above written. BAYBERRY TRUST By Sandra Montrone, as Trustee By: /S/ SANDRA MONTRONE -------------------- Sandra Montrone ACKNOWLEDGMENT: By executing this acknowledgment, the undersigned accepts appointment as Manager of the Company and agrees to manage and conduct the business and affairs of the Company in accordance with the terms and conditions of this Agreement and all applicable laws. By: /S/ PAUL M. MONTRONE -------------------- Paul M. Montrone 6 ANNEX A CERTIFICATE OF FORMATION OF PMM GCG INVESTMENT LLC This Certificate of Formation of PMM GCG Investment LLC (the "Company"), dated March 27, 2001, is being duly executed and filed by E. Raman Bet-Mansour, as an authorized person, to form a limited liability company under the Delaware Limited Liability Company Act (6 DEL.C. ss. 18-101, ET SEQ.). FIRST. The name of the limited liability company formed hereby is PMM GCG Investment LLC. SECOND. The address of the registered office of the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. THIRD. The name and address of the registered agent for service of process on the Company in the State of Delaware are The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation as of the date first above written. /S/ E. RAMAN BET-MANSOUR ------------------------ E. Raman Bet-Mansour Authorized Person EX-99.3 5 y92331ofexv99w3.txt PROMISSORY NOTE Exhibit 3 Promissory Note Due May 14, 2010 of PMM GCG Investment LLC. SECURED PROMISSORY NOTE US$ 5,400,000 May 14, 2001 Hampton, New Hampshire FOR VALUE RECEIVED, the undersigned (the "BORROWER") hereby promises to pay to PAUL M. MONTRONE (the "HOLDER"), or registered assigns, the principal amount of US$ 5,400,000 on May 14, 2010, with interest (computed on the basis of a 360-day year for the actual number of days elapsed) on the unpaid balance of the principal amount of this Note at a rate of 4.77% per annum (the "INTEREST RATE"), from the date hereof, payable annually in arrears on each December 31 (the "INTEREST PAYMENT DATE"), until such unpaid balance shall become due and payable (whether at maturity, by declaration or otherwise), and with interest on any overdue principal and (to the extent permitted by applicable law) on any overdue interest at a rate per annum equal to the Interest Rate plus 2% rate. Payments of principal and interest shall be made, at the option of the Borrower, in (I) lawful money of the United States of America for payment of public and private debts ("U.S. CURRENCY") at the bank or other financial institution, or at such other location, in the United States of America as shall be designated by the Holder in writing to the Borrower, or (II) Eligible Securities (free and clear of all pledges, encumbrances, liens or other security interests), with the Fair Market Value of such Eligible Securities being equal to the principal or interest being paid, at the address of the Holder set forth in this Note or at such other location in the United States of America as shall be designated by the Holder in writing to the Borrower. "ELIGIBLE SECURITIES" means any security, including, but not limited to, shares of the capital stock of The General Chemical Group Inc. and GenTek Inc., each a Delaware corporation. "FAIR MARKET VALUE" of an Eligible Security means (I) in the case of an Eligible Security listed or admitted to trading on any national securities exchange or automated quotation system in the United States of America, the amount equal to the last sale price of such security, regular way, on the date such determination of value is made, or, if no such sale takes place on such date, the average of the closing bid and asked prices thereof on such date, in each case as officially reported on the principal national securities exchange or automated quotation system on which the Eligible Security is then listed or admitted to trading, or (II) in the case of an Eligible Security that is not then listed or admitted to trading on any national securities exchange or automated quotation system in the United States of America, the fair value thereof (A) determined by an agreement between the Borrower and the Holder, or (B) if the Borrower and the Holder fail to agree, determined jointly by an independent investment banking firm retained by the Borrower and by an independent investment banking firm retained by the Holder, or (C) if the Borrower or the Holder shall fail so to retain an independent investment banking firm within five (5) Business Days of the retention of such firm by the Borrower or the Holder, as the case may be, determined solely by the firm so retained, or (D) if the firms so retained by the Borrower and the Holder shall be unable to reach a joint determination within fifteen (15) Business Days of the retention of the last firm so retained, determined by another independent investment banking firm chosen by the first two such firms. 1. PAYMENTS-IN-KIND OF INTEREST. Notwithstanding the interest payment provisions contained in the first paragraph of this Note, to the extent the Borrower shall not make any payment of interest on this Note in U.S. Currency or Eligible Securities on any Interest Payment Date, an amount equal to the interest payable on such Interest Payment Date but not paid in U.S. Currency or Eligible Securities shall be added to the principal payable hereunder and shall bear interest as provided herein. Prior to any transfer of this Note, the Holder shall endorse on the Schedule annexed hereto, as principal owing hereunder, an amount equal to the amount of such interest which, as provided above, shall have been added to the principal payable hereunder on any Interest Payment Date, but the failure by the Holder to make any such endorsement shall not, however, affect the obligations of the Borrower to the Holder hereunder. 2. PREPAYMENTS. The Borrower may, at its option, prepay at any time all or any portion of the principal amount of this Note then outstanding, together with all accrued interest thereon through the date of such prepayment, without premium. 3. PLEDGE AGREEMENT. The Borrower's obligations under this Note are secured by the pledge of certain securities pursuant to a Pledge Agreement, dated as of the date hereof (as the same may from time to time be modified, amended, supplemented or restated, the "PLEDGE AGREEMENT"), between the Borrower and the Holder. 4. EVENTS OF DEFAULT. An event of default (an "EVENT OF DEFAULT") shall mean any one of the following events (whatever the reason for such Event of Default and whether it shall be effected voluntarily or involuntarily, by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any governmental body): (a) a default in the payment of any interest or principal of this Note whenever it becomes due and payable (whether at maturity or any date fixed for prepayment or by declaration or otherwise) and a failure to cure such default within fifteen (15) days after notice thereof; or (b) a default in the performance or breach of any covenant, representation or warranty of the Borrower contained in the Pledge Agreement; or (c) the Borrower's (I) application for or consent to the appointment of a receiver, trustee, custodian or liquidator of any of its property, (II) admission in 2 writing of his inability to pay its debts as they mature, (III) making of a general assignment for the benefit of creditors, (IV) adjudication as a bankrupt or insolvent or being the subject of an order for relief under Chapter 13 of the United States Bankruptcy Code or (V) filing a voluntary petition in bankruptcy, or a petition or an answer seeking an arrangement with creditors or to take advantage of any bankruptcy, insolvency, readjustment of debt or liquidation law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such law; or (d) the entry of an order, judgment or decree, without the application, approval or consent of the Borrower, by any court of competent jurisdiction, approving a petition appointing a receiver, trustee, custodian or liquidator of all or a substantial part of the assets of the Borrower, and such order, judgment of decree continuing unstayed and in effect for a period of ninety (90) days. Upon the occurrence of and Event of Default, the Holder may declare the outstanding principal amount of this Note, together with all interest accrued thereon, to be forthwith due and payable, whereupon such principal amount and interest shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower. No right or remedy herein conferred upon or reserved to the Holder is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise, and the assertion or employment of any right or remedy by the Holder hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy by the Holder. 5. BUSINESS DAYS. If any payment is scheduled to be made on a day that is not a Business Day, such payment shall be made on the immediately succeeding Business Day with the same effect as if made on the date otherwise due. "BUSINESS DAY" means any day other than a Saturday, Sunday or other day on which commercial banking institutions are authorized or required by law, regulation or executive order to be closed in New York, New York. 6. HOLDER'S BOOKS AND RECORDS. The books and records of the Holder shall, absent manifest error, be conclusive as to all amounts and determinations payable or made hereunder. 7. NOTICES. All notices and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when 3 delivered personally or sent by certified mail, return receipt requested, first-class postage prepaid, to the below listed parties at the following addresses: (i) if to the Holder, to him at: Liberty Lane Hampton, New Hampshire 03842; and (ii) if to the Borrower, at the address set forth at the end of this Note or to such other address as either party shall have last designated by notice to the other party. All such notices and communications shall be deemed to have been received on the earlier of the date of receipt and the third business day after the date of mailing thereof. 8. RESTRICTIONS ON TRANSFER. This Note is a registered Note and is transferable only upon surrender to the Borrower of this Note for registration of transfer, duly endorsed or accompanied by a written instrument of transfer duly executed by the Holder or its attorney duly authorized in writing. References in this Note to "HOLDER" shall mean the person in whose name this Note is at the time registered on the register kept by the Borrower, and the Borrower may treat such person as the owner of this Note for the purpose of receiving payment and for all other purposes, and the Borrower shall not be affected by any notice to the contrary. 9. AMENDMENTS. This Note may not be changed, modified or discharged orally, nor may any waivers or consents be given orally hereunder, and every such change, modification, discharge, waiver or consent shall be in writing, duly signed by or on behalf of the Holder and the Borrower. 10. WAIVER. The Borrower, for itself and its legal representatives and successors, hereby expressly waives presentment, demand, notice, protest, and all other demands or notices in connection with the delivery, acceptance, endorsement, performance, default, or enforcement of this Note. 11. NO SET-OFF. This Note is not subject to set-off for any amounts for any reason. 12. EFFECT OF DELAY OR OMISSION; REMEDIES. No extension of time for payment or delay, omission or waiver on the part of the Holder hereof in exercising any right hereunder shall operate as a waiver of such right or of any other rights of the Holder, nor shall any extension, delay, omission or waiver on any one occasion be deemed a bar to or waiver of the same or any other right on any future occasion. 4 13. COSTS OF COLLECTION. The Borrower will pay all costs and expenses of collection, including reasonable attorneys' fees, incurred or paid by the Holder in enforcing this Note or its rights under the Pledge Agreement, dated as of May 14, 2001, between the Holder and the Borrower, or the obligations hereby or thereby evidenced, to the extent permitted by law. 14. GOVERNING LAW. This Note shall be construed and enforced in accordance with the laws of the State of New York. 15. HEADINGS. The section headings hereof are for convenience of reference only and shall not be deemed to construe or affect the meaning of any of the provisions hereof. 5 IN WITNESS WHEREOF, the Borrower has executed this Note as of the date first above written. PMM GCG INVESTMENT LLC By:/S/ PAUL M. MONTRONE -------------------- Paul M. Montrone, as Manager Mailing Address: Liberty Lane Hampton, New Hampshire 03842 6 SCHEDULE TO NOTE CALCULATION OF PRINCIPAL AMOUNT Interest Deferred and Constituting Principal Payments Notation Date Hereunder Hereunder Made by - ---- ------------- --------- --------- - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ - -------- --------------- -------------- ------------ -----END PRIVACY-ENHANCED MESSAGE-----