10-Q 1 a35977.txt GENERAL CHEMICAL GROUP INC. ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2003 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission File Number 1-13404 THE GENERAL CHEMICAL GROUP INC. (Exact name of Registrant as specified in its charter) Delaware 02-0423437 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) Liberty Lane Hampton, New Hampshire 03842 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (603) 929-2606 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [_] The number of shares of Common Stock outstanding at August 1, 2003 was 3,111,910. The number of shares of Class B Common Stock outstanding at August 1, 2003 was 617,725. ================================================================================ THE GENERAL CHEMICAL GROUP INC. FORM 10-Q QUARTERLY PERIOD ENDED JUNE 30, 2003 INDEX

Part I. Financial Information Item 1. Financial Statements THE GENERAL CHEMICAL GROUP INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) (unaudited)

See the accompanying notes to consolidated financial statements. 1 THE GENERAL CHEMICAL GROUP INC. CONSOLIDATED BALANCE SHEETS (In thousands, except per share data)

See the accompanying notes to consolidated financial statements. 2 THE GENERAL CHEMICAL GROUP INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (unaudited)

See the accompanying notes to consolidated financial statements. 3 THE GENERAL CHEMICAL GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the three and six months ended June 30, 2003 (Dollars in thousands) (unaudited) Note 1 - Basis of Presentation The General Chemical Group Inc. ("GCG" together with its subsidiaries, the "Company") is a leading North American supplier of soda ash and calcium chloride to a broad range of industrial and municipal customers. The primary end markets for soda ash include glass production, sodium-based chemicals, powdered detergents, water treatment and other industrial end uses. Calcium chloride is mainly used for dust control and roadbed stabilization during the summer and melting ice during the winter. The Company's recent financial performance has been negatively impacted by lower soda ash prices, rising energy costs and the weaker economic environment. The Company failed to make the interest payment on its Subordinated Notes that was due on May 1, 2003. In addition, since April 1, 2003 the Company has not been in compliance with certain financial and other covenants contained in its Credit Agreement, dated as of April 30, 1999 (the "Senior Credit Agreement"), among General Chemical Industrial Products, Inc., as Borrower, the banks and other financial institutions designated as lenders, JPMorgan Chase (formerly The Chase Manhattan Bank), as Administrative Agent, JPMorgan Chase of Canada (formerly The Chase Manhattan Bank of Canada), as Canadian Administrative Agent, the Bank of Nova Scotia, as Syndication Agent, and The First National Bank of Chicago, as Documentation Agent. As of June 30, 2003, the Company owed $107.2 million, including accrued and unpaid interest, in respect of its Subordinated Notes and $55.7 million under its Senior Credit Agreement, all of which obligations are classified as current. The Company has commenced discussions with its creditors with respect to the restructuring of the Company's indebtedness. The Company expects that such restructuring, if successfully concluded, will result in a reduction in the amount of the Company's indebtedness to a level that the Company believes that it can service out of its existing operations, and substantial dilution to the Company's existing equity interests. However, there can be no assurance that the Company will be able to reach agreement with its creditors on the terms of any restructuring; if no such agreement is reached, the Company would be unable to repay its outstanding indebtedness and would have to explore other alternatives. See Note 6 - Long-Term Debt for further discussion. The accompanying unaudited interim consolidated financial statements as of June 30, 2003 and for the three and six months ended June 30, 2003 reflect the operations of GCG and its subsidiaries. These unaudited interim financial statements have been prepared by the Company pursuant to Article 10 of the Securities and Exchange Commission's Regulation S-X. The financial statements do not include certain information and footnotes required by generally accepted accounting principles. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2003 are not necessarily indicative of the results that may be expected for the year ending December 31, 2003. The Company's financial statements should be read in conjunction with the financial statements and the notes thereto for the year ended December 31, 2002 included in the Company's Annual Report on Form 10-K. In April 2003, the FASB issued Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This Statement is effective for contracts entered into or modified after June 30, 2003, with certain exceptions. This statement amends SFAS 133 to clarify the financial accounting and reporting of derivative instruments and hedging activities and requires contracts with similar characteristics to be accounted for on a comparable basis. The Company will adopt the provisions of the statement on its effective date and does not anticipate a material impact to its consolidated financial statements. On May 15, 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", which aims to eliminate diversity in practice by requiring that the "freestanding" financial instruments be reported as liabilities by their issuers. 4 THE GENERAL CHEMICAL GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) For the three and six months ended June 30, 2003 (Dollars in thousands) (unaudited) The provisions of SFAS 150, which also include a number of new disclosure requirements, are effective for instruments entered into or modified after May 31, 2003 and for pre-existing instruments as of the beginning of the first interim period that commences after June 15, 2003. The Company will adopt the provisions of the statement on its effective date and does not anticipate a material impact to its consolidated financial statements. Note 2 - Comprehensive Loss Total comprehensive loss is comprised of net loss, foreign currency translation adjustments and the change in unrealized gains and losses on derivative instruments. Total comprehensive loss for the six months ended June 30, 2002 and 2003 was ($2,790) and ($17,234), respectively. Note 3 - Stock Compensation and Earnings (Loss) Per Common Share Statement of Financial Accounting Standards, No. 123, "Accounting for Stock-Based Compensation", as amended by Statement of Financial Standards No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure", permits an entity to continue to account for employee stock-based compensation under APB Opinion No. 25, "Accounting for Stock Issued to Employees", or adopt a fair value based method of accounting for such compensation. The Company has elected to continue to account for stock-based compensation under Opinion No. 25. Accordingly no compensation expense has been recognized in connection with options granted. Had compensation expense for options granted been determined based on the fair value at the date of grant in accordance with Statement No. 123, the Company's net income (loss) and earnings (loss) per share would have been as follows:

The computation of basic earnings (loss) per common share is based on the weighted average number of common shares and contingently issuable shares outstanding during the period. The computation of diluted earnings (loss) per common share assumes the foregoing and, in addition, the exercise of all stock options and restricted units, using the treasury stock method. 5 THE GENERAL CHEMICAL GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) For the three and six months ended June 30, 2003 (Dollars in thousands) (unaudited) The components of the denominator for basic and diluted earnings (loss) per common share are reconciled as follows:

At June 30, 2002 and 2003, options to purchase 211,796 shares and 217,196 shares of common stock, respectively, were not included in the computation of diluted earnings (loss) per common share because the exercise price was greater than the average market price of the common shares. The options, which expire during 2008, 2009 and 2010, were still outstanding at June 30, 2003. At June 30, 2002 and 2003, 26,089 and 11,089 restricted units and options were not included in the calculation of diluted earnings (loss) per common share because its inclusion would have resulted in an antidilutive effect. Note 4 - Additional Financial Information The components of inventories were as follows:

Note 5 - Restructuring In the fourth quarter of 2000, the Company recorded a pretax restructuring charge, including related asset writedowns and workforce reductions, of $59.8 million. In the second quarter of 2001, the Company provided for additional pretax restructuring charges of $1.7 million for revised actuarial estimates of employee termination benefits. The restructuring involved the idling of the Company's synthetic soda ash production capacity in Amherstburg, Ontario, Canada. The balance of the restructuring reserve at December 31, 2002 was $2.1 million. Spending against this reserve was $0.8 million during the six months ended June 30, 2003. In the fourth quarter of 2002, the Company recorded a pretax restructuring charge, including related asset writedowns and workforce reductions, of $7.7 million. The restructuring involved the closing of the Company's calcium chloride production capacity in Manistee, Michigan which resulted in the writedown of long-lived assets and workforce reductions of approximately 40 hourly and salaried employees. The balance of the restructuring reserve at December 31, 2002 was $1.1 million. Spending against this reserve was $0.5 million during the six months ended June 30, 2003. 6 THE GENERAL CHEMICAL GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) For the three and six months ended June 30, 2003 (Dollars in thousands) (unaudited) Note 6 - Long-Term Debt The Company failed to make the interest payment on its Subordinated Notes that was due on May 1, 2003. In addition, since April 1, 2003 the Company has not been in compliance with certain financial and other covenants contained in its Senior Credit Agreement. As a result of such defaults, the holders of the Subordinated Notes and the lenders under the Company's Senior Credit Agreement may declare all amounts outstanding thereunder, including all accrued and unpaid interest, immediately due and payable. As of June 30, 2003, the outstanding principal amount of the Company's Subordinated Notes was $100 million, and the outstanding amount due under the Company's Senior Credit Agreement was $55.7 million, all of which is classified as current. On March 25, 2003, the Company entered into a Forbearance and Amendment Agreement with the lenders under its Senior Credit Agreement, pursuant to which such lenders agreed not to exercise any remedies for the existing defaults through July 30, 2003 to allow the Company time to pursue a restructuring of its existing indebtedness. On July 31, 2003, such lenders extended the forbearance agreement through September 30, 2003. During the forbearance period the Company has agreed to restrict its ability to incur additional liens, make payments on account of indebtedness other than indebtedness under the Senior Credit Agreement or currently scheduled payments, make any direct or indirect payment on or in respect of the Subordinated Notes, or request loans or advances. In addition, the Company has agreed to permanently reduce the total commitments available under its Senior Credit Agreement to $70 million and to reduce the total commitments during the forbearance period to the lesser of (i) $60 million or (ii) 115% of the projected usage under the Senior Credit Agreement for such day according to a fixed schedule. We are also required under the Forbearance and Amendment Agreement to meet certain milestones in the progress of our restructuring efforts. The Company has commenced discussions with its creditors with respect to the restructuring of the Company's indebtedness. The Company expects that such restructuring, if successfully concluded, will result in a reduction in the amount of the Company's indebtedness to a level that the Company believes that it can service out of its existing operations, and substantial dilution to the Company's existing equity interests. However, there can be no assurance that the Company will be able to reach agreement with its creditors on the terms of any restructuring; if no such agreement is reached, the Company would be unable to repay its outstanding indebtedness and would have to explore other alternatives. Note 7 - Related Party Transactions Management Agreement The Company is party to a management agreement with Latona Associates Inc. (which is controlled by a stockholder of the Company) under which the Company receives corporate supervisory and administrative services and strategic guidance for a quarterly fee. This management fee was $830 and $843 for the six months ended June 30, 2002 and 2003, respectively. Transition Support Agreement In connection with the spinoff of GenTek, Inc. ("GenTek") in April 1999, GenTek agreed to provide the Company with certain management information services and to sublease to the Company the office space in Parsippany, New Jersey used as its operations headquarters. For the six months ended June 30, 2002 and 2003, the Company paid GenTek $690 and $697, respectively, related to these services and office space. 7 THE GENERAL CHEMICAL GROUP INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Concluded) For the three and six months ended June 30, 2003 (Dollars in thousands) (unaudited) Other Transactions GCG supplies soda ash to GenTek. For the six months ended June 30, 2002 and 2003, sales to GenTek amounted to $1,341 and $1,394, respectively. Note 8 - Geographic Information

Note 9 - Segment Information Industry segment information is summarized as follows:

Income (loss) before income taxes for elimination and other corporate expenses includes financial reorganization expenses of $2,104 and $3,498 recorded in the three and six months ended June 30, 2003, respectively.

8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Financial Condition June 30, 2003 Compared with December 31, 2002 Cash and cash equivalents were $7.5 million at June 30, 2003 compared with $13.1 million at December 31, 2002. During the first six months of 2003, the Company used cash flow from operating activities of $4.0 million, and used cash of $5.1 million for capital expenditures. The Company had working capital of $(120.0) million at June 30, 2003 as compared with $44.7 million at December 31, 2002. This decrease in working capital principally reflects the reclassification of amounts due under the Senior Credit Agreement and Subordinated Notes to current, lower inventories and other current assets partially offset by higher receivables and lower accrued liabilities. The Company failed to make the interest payment on its Subordinated Notes that was due on May 1, 2003. In addition, since April 1, 2003 the Company has not been in compliance with certain financial and other covenants contained in its Senior Credit Agreement. As a result of such defaults, the holders of the Subordinated Notes and the lenders under the Company's Senior Credit Agreement may declare all amounts outstanding thereunder, including all accrued and unpaid interest, immediately due and payable. As of June 30, 2003, the outstanding principal amount of the Company's Subordinated Notes was $100 million, and the outstanding amount due under the Company's Senior Credit Agreement was $55.7 million, all of which is classified as current. On March 25, 2003, the Company entered into a Forbearance and Amendment Agreement with the lenders under its Senior Credit Agreement, pursuant to which such lenders agreed not to exercise any remedies for the existing defaults through July 30, 2003 to allow the Company time to pursue a restructuring of its existing indebtedness. On July 31, 2003, such lenders extended the forbearance agreement through September 30, 2003. During the forbearance period the Company has agreed to restrict its ability to incur additional liens, make payments on account of indebtedness other than indebtedness under the Senior Credit Agreement or currently scheduled payments, make any direct or indirect payment on or in respect of the Subordinated Notes, or request loans or advances. In addition, the Company has agreed to permanently reduce the total commitments available under our Senior Credit Agreement to $70 million and to reduce the total commitments during the forbearance period to the lesser of (i) $60 million or (ii) 115% of the projected usage under the Senior Credit Agreement for such day according to a fixed schedule. We are also required under the Forbearance and Amendment Agreement to meet certain milestones in the progress of our restructuring efforts. The Company has commenced discussions with its creditors with respect to the restructuring of the Company's indebtedness. The Company expects that such restructuring, if successfully concluded, will result in a reduction in the amount of the Company's indebtedness to a level that the Company believes that it can service out of its existing operations, and substantial dilution to the Company's existing equity interests. However, there can be no assurance that the Company will be able to reach agreement with its creditors on the terms of any restructuring; if no such agreement is reached, the Company would be unable to repay its outstanding indebtedness and would have to explore other alternatives. The Company's leverage and debt service requirements (1) increase its vulnerability to economic downturns, (2) potentially limit the Company's ability to respond to competitive pressures, and (3) may limit the Company's ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, strategic 9 investments or general corporate purposes. The Company's Subordinated Notes Indenture and Senior Credit Agreement impose operating and financial restrictions on the Company. These covenants affect, and in certain cases, limit the Company's ability to incur additional indebtedness, make capital expenditures, make investments and acquisitions and sell assets, pay dividends and make other distributions to shareholders, and consolidate, merge or sell all or substantially all assets. In addition, pursuant to the Forbearance and Amendment Agreement, the Company agreed to restrict its ability to incur additional liens, make payments on account of indebtedness other than indebtedness under the Senior Credit Agreement or currently scheduled payments, make any direct or indirect payment on or in respect of the Subordinated Notes, or request Eurodollar loans with an interest period of longer than two months. Results of Operations June 30, 2003 Compared with June 30, 2002 Net revenues for the three and six month periods ended June 30, 2003 increased 4.3 percent and 10.0 percent to $77.0 million and $144.4 million, respectively, from $73.8 million and $131.2 million for the comparable prior year periods. Net revenues were positively effected by higher calcium chloride volumes due to colder winter weather and a stronger Canadian dollar, partially offset by lower domestic soda ash prices. Gross profit for the three month period ended June 30, 2003 decreased $4.3 million to $6.7 million from $11.0 million for the comparable prior year period. Gross profit as a percentage of net revenues for the three month period ended June 30, 2003 decreased to 8.7 percent from 14.8 percent for the same period in 2002. Gross profit for the six month period ended June 30, 2003 decreased $8.4 million to $10.8 million from $19.2 million for the comparable prior year period. Gross profit as a percentage of net revenues for the six month period ended June 30, 2003 decreased to 7.5 percent from 14.6 percent for the same period in 2002. These decreases were primarily due to higher energy costs, lower domestic soda ash prices, and higher calcium chloride feedstock costs. Selling, general and administrative expense as a percentage of net revenues for the three and six month period ended June 30, 2003 and 2002 increased to 7.9 percent from 5.2 percent and to 7.8 percent from 5.9 percent. This increase was primarily due to costs incurred during negotiations with our various lenders on a financial reorganization plan. Interest expense for the three and six month periods ended June 30, 2003 was $3.8 million and $7.5 million, which was $0.2 million and $0.3 million higher, respectively, than the comparable prior period. Minority interest for the three and six month periods ended June 30, 2003 was $1.3 million and $3.0 million, respectively, versus $2.5 million and $5.1 million for the same period in 2002. The decreases in both periods reflect lower earnings at General Chemical (Soda Ash) Partners primarily due to lower domestic soda ash prices and higher energy costs. Net income (loss) was $(4.9) million and $(11.0) million for the three and six month periods ended June 30, 2003, respectively, versus $1.2 million and ($0.6) million for the comparable prior year periods, for the foregoing reasons. Recent Accounting Pronouncements In April 2003, the FASB issued SFAS No. 149,"Amendment of Statement 133 on Derivative Instruments and Hedging Activities." This Statement is effective for contracts entered into or modified after June 30, 2003, with certain exceptions. This statements amends SFAS 133 to clarify the financial accounting and reporting of derivative instruments and hedging activities and requires contracts with similar characteristics to be accounted for on a comparable basis. The Company will adopt the provisions of the statement on its effective date and does not anticipate a material impact to its consolidated financial statements. 10 On May 15, 2003, the FASB issued SFAS No. 150 "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity", which aims to eliminate diversity in practice by requiring that the "freestanding" financial instruments be reported as liabilities by their issuers. The provisions of SFAS 150, which also include a number of new disclosure requirements, are effective for instruments entered into or modified after May 31, 2003 and for pre-existing instruments as of the beginning of the first interim period that commences after June 15, 2003. The Company will adopt the provisions of the statement on its effective date and does not anticipate a material impact to its consolidated financial statements. Item 3. Qualitative and Quantitative Disclosures about Market Risk The Company's cash flows and earnings are subject to fluctuations resulting from changes in interest rates and changes in foreign currency exchange rates and the Company selectively uses financial instruments to manage these risks. The Company's objective in managing its exposure to changes in foreign currency exchange rates and interest rates is to reduce volatility on earnings and cash flow associated with such changes. The Company has not entered, and does not intend to enter, into financial instruments for speculation or trading purposes. The Company measures the market risk related to its holding of financial instruments based on changes in interest rates and foreign currency rates using a sensitivity analysis. The sensitivity analysis measures the potential loss in fair values, cash flows and earnings based on a hypothetical 10 percent change in interest and currency exchange rates. The Company used current market rates on its debt and derivative portfolio to perform the sensitivity analysis. Such analysis indicates that a hypothetical 10 percent change in interest rates or foreign currency exchange rates would not have a material impact on the fair values, cash flows or earnings of the Company. In October 2002, the Company entered into an interest rate swap agreement with a total notional amount of $8.8 million that qualifies and is designated as a cash flow hedge in accordance with SFAS 133, "Accounting for Derivative Instruments and Hedging Activities." The swap agreement matures in April 2004 and was executed in order to convert a portion of the Senior Credit Agreement floating-rate debt into fixed-rate debt, maintain a capital structure containing appropriate amounts of fixed and floating-rate debt; and reduce net interest payments and expense in the near-term. The Company has recorded the change in fair value of this interest rate swap as a component of comprehensive income. Item 4. Controls and Procedures The Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 as of the end of the period covered by this report. Based upon that evaluation, the Company's Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures are effective in timely alerting them to material information relating to the Company required to be included in this report. There has been no significant change in the Company's internal controls or procedures during the fiscal quarter ended June 30, 2003 that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. Part II - Other Information Item 3. Defaults Upon Senior Securities The Company was not in compliance with the financial and other covenants contained in the Senior Credit Agreement, which constitutes an event of default under the Senior Credit Agreement. The Company's failure to meet such covenant requirements resulted in the Senior Credit Agreement becoming callable by the lenders. In addition, in accordance with the Forbearance and Amendment Agreement we are not permitted to make payments on our Subordinated Notes, and failure to pay within the grace period for the next payment date would constitute an event of 11 default causing the Subordinated Notes to be callable as well. As a result of the Company's failure to be in compliance with its financial and other covenants under the Senior Credit Agreement, counterparties to the Company's interest rate swap agreement have the right to require the Company to cash settle this agreement by paying fair value to the counterparties. The Company has commenced discussions with its lenders towards amending its Senior Credit Agreement and restructuring its obligations under the Subordinated Notes. If these discussions do not result in an acceptable amendment or restructuring of our existing indebtedness, or if our expectations regarding any of the other factors enumerated above are not realized, the Company may be required to reduce capital expenditures, sell additional assets, restructure all or a portion of our existing debt or obtain alternative sources of financing. However, there can be no assurance that alternative sources of financing will be available or at terms which are favorable to the Company. Item 4. Submission of Matters to a Vote of Security Holders On May 12, 2003, the Company held its Annual Meeting of Stockholders. At the meeting, Paul M. Montrone, Paul M. Meister, Philip E. Beekman, John M. Kehoe, Jr., Gerald J. Lewis and Steven Shulman were each elected as a director of the Company to serve a one-year term which will expire at the 2004 Annual Meeting of Stockholders and until a successor has been duly elected and qualified. For Paul M. Montrone, 7,655,767 votes were cast in favor and none were voted against. For Paul M. Meister, 7,655,767 votes were cast in favor and none were voted against. For Philip E. Beekman, 7,655,767 votes were cast in favor and none were voted against. For John M. Kehoe, Jr., 7,655,767 votes were cast in favor and none were voted against. For Gerald J. Lewis, 7,655,767 votes were cast in favor and none were voted against. For Steven Shulman, 7,655,767 votes were cast in favor and none were voted against. There were no abstentions in connection with the election of directors. The stockholders also approved the selection of Deloitte & Touche LLP as the Company's independent auditors. 7,655,767 votes were cast in favor. No stockholders voted against and no stockholders abstained from voting. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 Certification furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (b) No reports were filed on Form 8-K. 12 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE GENERAL CHEMICAL GROUP INC. Registrant Date August 14, 2003 /s/ John M. Kehoe, Jr. --------------- ------------------------------------------- John M. Kehoe, Jr. President and Chief Executive Officer (Principal Executive Officer) and Director Date August 14, 2003 /s/ David S. Graziosi --------------- -------------------------------------------- David S. Graziosi Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) 13 STATEMENT OF DIFFERENCES ------------------------ The section symbol shall be expressed as............................... 'SS'

GENERAL CHEMICAL GROUP INC 10-Q