___________________________ __________________ ____________________________
Subscription Warrant Number Record Date Shares Shares Eligible to Subscribe
THE GENERAL CHEMICAL GROUP INC.
SUBSCRIPTION WARRANT FOR RIGHTS OFFERING
TO SHAREHOLDERS OF RECORD ON [__________], 2001
The General Chemical Group Inc. ("GCG") is conducting a rights offering
(the "Rights Offering"). Under the terms of the offering, each shareholder of
record of GCG's common stock (the "Common Stock") as of as of 5:00 p.m. (Eastern
Standard time) on [__________], 2001 (the "Record Date") is receiving [____]
subscription rights (each, a "Right") for each share of Common Stock it holds.
Each whole Right entitles its holder to subscribe for and purchase one (1) share
of Common Stock for $[____] per share (the "Subscription Price"); this is the
holder's "Basic Subscription Privilege". If any shares of Common Stock are not
purchased by holders of Rights pursuant to the Basic Subscription Privilege, any
holder exercising its Basic Subscription Privilege in full may purchase an
additional number of remaining shares, by so specifying in the subscription
documents, subject to proration. This is the holder's "Oversubscription
Privilege".
GCG has not issued any fractional Rights (or distributed any cash in lieu
thereof). If the number of shares of Common Stock held by a particular
shareholder of record on the Record Date would have resulted in such shareholder
receiving fractional Rights, the number of Rights issued to such shareholder was
rounded up to the nearest whole number.
Set forth at the top of this Subscription Warrant is the number of shares
of Common Stock held by the applicable shareholder of record as of the Record
Date, and the number of whole shares to which such shareholder is entitled to
subscribe for and purchase pursuant to its Basic Subscription Privilege.
For a more complete description of the terms and conditions of the Rights
Offering, please refer to the Prospectus for the offering, dated [_________],
2001, which is incorporated herein by reference. Copies of the Prospectus are
available upon request from Mellon Investor Services LLC, an affiliate of Mellon
Bank, N.A. (toll free 0 (000) 000-0000).
This Subscription Warrant (or a duly completed and executed Notice of
Guaranteed Delivery form) must be received by Mellon Investor Services LLC (an
affiliate of Mellon Bank, N.A.), together with payment in full of the
Subscription Price for each share subscribed for, by 5:00 p.m. New York City
time, on [__________], 2001, unless extended by GCG (the "Expiration Date"). Any
Rights not exercised prior to the Expiration Date will be null and void. Any
subscription for shares of Common Stock made hereby is irrevocable.
The Rights represented by this Subscription Warrant may be exercised by
duly completing Form 1 and may be transferred, only in certain limited
circumstances, by duly completing Form 2. If the number Rights transferred upon
completion of Form 2 would entitle the transferee to purchase a fractional
share, the number of shares which may be purchased must be rounded down to the
nearest whole share (or any lesser number of whole shares) that may be purchased
with that number of Rights. Rights holders are advised to review the Prospectus
and instructions, copies of which are available from Mellon Investor Services
LLC (an affiliate of Mellon Bank, N.A.), before exercising their Rights.
Rights holders should be aware that if they choose to exercise or transfer
only part of their Rights, they may not receive a new Subscription Warrant in
sufficient time to exercise the other Rights evidenced thereby.
SUBSCRIPTION PRICE: $[_____] PER SHARE
FORM 1
(on reverse of Subscription Warrant)
EXERCISE AND SUBSCRIPTION: The undersigned hereby irrevocably exercises
one or more Rights to subscribe for shares of Common Stock as indicated below,
on the terms and subject to the conditions specified in the Prospectus, receipt
of which is hereby acknowledged.
(a) Number of whole shares subscribed for pursuant to the Basic
Subscription Privilege:
______________ Rights x $______________ = $______________.
(One Whole Right is required to subscribe for each share.)
(b) Number of whole shares subscribed for pursuant to the
Oversubscription Privilege:
______________ x $______________ = $______________.
(c) Total Subscription (sum of payment amounts on lines (a) and (b)) =
$______________ total payment.*
METHOD OF PAYMENT (CHECK AND COMPLETE APPROPRIATE BOXES):
|_| Check, bank draft, or U.S. postal money order payable to "Mellon
Bank, N.A., as Subscription Agent" or
|_| Wire transfer directed to The Chase Manhattan Bank, New York, NY,
ABA No. 021 000 021, Acct. No. 323-885489, MIS REORG CONTROL, 2 for
the benefit of The General Chemical Group Inc., Attention: Mellon
Investor Services LLC, attn: Xxxxxx Xxxxx.
(d) If the Rights being exercised pursuant to the Basic Subscription
Privilege do not constitute all of the Rights represented by the Subscription
Warrants (check only one).
|_| Deliver to the undersigned a new Subscription Warrant evidencing the
remaining Rights to which the undersigned is entitled.
|_| Deliver a new Subscription Warrant in accordance with the
undersigned's Form 2 instructions (which include any required
signature guarantees).
|_| Do not deliver any new Subscription Warrants to me.
(e)|_| Check here if Rights are being exercised pursuant to the Notice of
Guaranteed Delivery delivered to the Subscription Agent prior to the
date hereof and complete the following:
Name(s) of Registered Holder(s)___________________________________________
Window Ticket Number (if any)_____________________________________________
Date of Execution of Notice of Guaranteed Delivery________________________
Name of Institution Which Guaranteed Delivery_____________________________
* If the aggregate Subscription Price enclosed or transmitted is insufficient to
purchase the total number of shares included in lines (a) and (b), or if the
number of shares being subscribed for is not specified, the Rights holder
exercising this Subscription Warrant shall be deemed to have subscribed for the
maximum amount of shares that could be subscribed for upon payment of such
amount. If the number of shares to be subscribed for pursuant to the
Oversubscription Privilege is not specified and the amount enclosed or
transmitted exceeds the aggregate Subscription Price for all shares represented
by this Subscription Warrant (the "Subscription Excess"), the Rights holder
exercising this Subscription Warrant shall be deemed to have exercised the
Oversubscription Privilege to purchase, to the extent available, that number of
whole shares of Common Stock equal to the quotient obtained by dividing the
Subscription Excess by the Subscription Price, subject to proration as described
in the Prospectus. To the extent any portion of the aggregate Subscription Price
enclosed or transmitted remains after the foregoing procedures, such funds shall
be mailed to the subscriber without interest or deduction as soon as
practicable.
Subscriber's Signature___________________________ Telephone No. ( )____________
FORM 2
(on reverse of Subscription Warrant)
TO TRANSFER YOUR SUBSCRIPTION WARRANT OR SOME OR ALL OF YOUR RIGHTS, OR TO
EXERCISE RIGHTS THROUGH YOUR BANK OR BROKER: Rights represented by this
Subscription Warrant are hereby assigned to (please print in full name and
address and Taxpayer Identification Number or Social Security Number of
transferee):
Number of Rights being transferred:_____________________________________________
Name of Transferee and Taxpayer Identification Number or Social Security
Number:_________________________________________________________________________
Address: _______________________________________________________________________
With respect to transferees other than banks or brokers the undersigned hereby
certifies that the above-named transferee is either (i) an immediate relative of
the holder of the Rights transferred hereby (i.e., a spouse, a child or a
parent); (ii) an entity wholly owned or controlled by the holder of the Rights
transferred hereby; (iii) if the holder of the Rights transferred hereby is a
corporation or partnership owned or controlled by one person or entity, the
person or entity that owns or controls the holder of such Rights; (iv) if the
holder is a trust, a settlor, grantor, trustee or beneficiary of the trust or an
entity wholly owned or controlled by such settlor, grantor, trustee or
beneficiary; or (v) a transferee receiving Rights pursuant to the operation of
law as a result of the death or dissolution of the holder. The General Chemical
Group Inc. or Mellon Investor Services LLC (an affiliate of Mellon Bank N.A.)
may, at their option, request proper showing of the relationship of the
transferee to the transferor(s) and, if not satisfied, have the option of not
acknowledging or giving effect to the purported transfer.
Signature(s) of Transferor(s)___________________________________________________
Signatures Guaranteed by:_______________________________________________________
