<PAGE>

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               -------------------

                                    FORM 10-K

(MarkOne)        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
|X|                  OF THE SECURITIES EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
                                       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

                               -------------------

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
             (Exact name of Registrant as specified in its charter)

                               -------------------

                Delaware                                        22-3649282
     (State or other jurisdiction of                         (I.R.S. Employer
     incorporation or organization)                       Identification Number)

              Liberty Lane                                         03842
         Hampton, New Hampshire                                 (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code: (603) 929-2606

                               -------------------

           Securities registered pursuant to Section 12(g) of the Act:

                                      None

      Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter 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 |_|

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. |x|

      The number of outstanding shares of the Registrant's Common Stock as of
March 1, 2001 was 1,000, all of which shares are owned by The General Chemical
Group Inc. There is no market for the Registrant's Common Stock.

                      Documents Incorporated by Reference:

      The Proxy Statement of the Registrant's parent company, The General
Chemical Group, Inc., for the Annual Meeting of Stockholders to be held on May
16, 2001 is incorporated by reference into Part III.

--------------------------------------------------------------------------------



<PAGE>

                                     PART I

Item 1. Business

General

      General Chemical Industrial Products Inc. (the "Company" or "GCIP"), a
wholly-owned subsidiary of The General Chemical Group Inc. ("General Chemical
Group" or "GCG"), is a leading producer of soda ash and calcium chloride in
North America. The Company's soda ash is used in the manufacture of glass,
sodium, chemicals (such as baking soda), detergents, paper, textiles, food and
many other familiar consumer products. The Company's calcium chloride is used
primarily by highway and road maintenance organizations for dust control and
roadbed stabilization during the summer and for de-icing roads and sidewalks
during the winter.

      The Company was formed on April 30, 1999, when General Chemical Group
completed the separation of its Manufacturing and Performance Products
businesses from its soda ash and calcium chloride businesses through a spinoff
(the "Spinoff"), which GCG effected by distributing the stock of GenTek Inc.
("GenTek"), its wholly-owned subsidiary, on a pro rata basis to its
shareholders. As a result of the Spinoff, GenTek became a separate,
publicly-traded company on the New York Stock Exchange (the "NYSE"). GCG
continues to trade on the NYSE using the "GCG" symbol. In connection with the
Spinoff, General Chemical Group transferred all of its soda ash and calcium
chloride businesses to the Company. The Company is GCG's principal asset, and
GCG owns all of the share capital of the Company.

      The Company produces natural soda ash from trona ore, the raw material
precursor of soda ash, at its Green River, Wyoming facility, where it has access
to the largest and most economically recoverable trona ore deposits in the
world. The Company operates its Green River facility through General Chemical
(Soda Ash) Partners ("GCSAP"), a partnership with subsidiaries of ACI
International Limited and TOSOH Corporation. The Company owns a 51% equity
interest and is the managing partner of this partnership. ACI International
Limited is a subsidiary of Owens-Illinois, Inc., one of the world's largest
consumers of soda ash. TOSOH Corporation is a major chemical company and a
distributor of soda ash in Japan. The Company produces calcium chloride at its
facilities in Amherstburg, Ontario, Canada and Manistee, Michigan.

      The Company has historically manufactured calcium chloride solely at its
production facility in Amherstburg, Ontario, Canada. However, to expand its
presence and product offerings in the calcium chloride market, the Company
recently acquired a calcium chloride production facility in Manistee, Michigan
from Ambar Chemical, Inc. and secured a brine feedstock source for its
facilities in Amherstburg and Manistee. The Company's new dual-source calcium
chloride production network further strengthens its position in the liquid and
flake calcium chloride markets and enables the Company to offer new products,
such as an anhydrous pellet, which is a preferred product form for some
customers in the retail and industrial markets. In addition, the Company
recently announced a proposed joint-venture with Tangshan Sanyo (Alkali) Group
Ltd. to construct a calcium chloride production facility in China.

      On November 27, 2000, the Company announced that it intended to idle
approximately 500,000 tons per year of synthetic soda ash production capacity
at its Amherstburg, Ontario, Canada, and we expect to consummate idling this
production capacity by approximately April 30, 2001. The Company will continue
producing calcium chloride at Amherstburg. The capacity to be idled constitutes
approximately 15% of the Company's total soda ash production capacity, and all
of the Company's synthetic soda ash production capacity. The Company is idling
this capacity because it requires substantially more resources - principally
costly natural gas and necessary capital improvements - for the Company to
manufacture synthetic soda ash at Amherstburg than to manufacture natural soda
ash at its production facility in Green River, Wyoming. The Company will shift
production from its relatively high-cost synthetic soda ash facility in
Amherstburg to its lower-cost natural soda ash facility in Green River, thereby
eliminating cash operating losses incurred in operating the Amherstburg facility
and reducing its exposure to fluctuations in energy prices. The Company has the
flexibility to resume its Amherstburg soda ash operations if market conditions
dictate. Until such time, the Company will serve customers of its Amherstburg
soda ash facility from its facility in Green River and, where appropriate,
through resale arrangements with other soda ash producers.

The Soda Ash and Calcium Chloride Businesses

Soda Ash

      Soda ash is used in the manufacture of glass, sodium-based chemicals,
detergents, paper and other consumer products. It is


                                       2



<PAGE>

also used in water treatment, pulp and paper and other industrial end-use
applications. Approximately one-half of global soda ash industry demand is
attributable to glass production. The glass production market is comprised of
manufacturers of bottles and other containers, commercial, residential and
automobile windows, mirrors, fiberglass, television tubes, lighting ware,
tableware, glassware and laboratory ware.

      The following table sets forth estimated global end-market soda ash
consumption in 2000, by volume(1):

<TABLE>
<CAPTION>
<S>                                                                         <C>
      Glass .................................................................51%
      Chemicals .............................................................26%
      Detergents ............................................................11%
      Water treatment and other .............................................12%
</TABLE>

----------
(1)   Developed from industry sources.

      Management estimates the total annual world market for soda ash to be
approximately 35 million tons. Management estimates that the Company accounted
for approximately 7.8% of worldwide production in 2000. All of the soda ash
produced in the United States is natural soda ash, while overseas manufacturers
produce primarily synthetic soda ash. Production of natural soda ash, in which
the Company specializes, requires significantly less energy and raw material
than synthetic soda ash production, and as a result is a significantly less
costly process. This cost differential allows the Company and other United
States producers to competitively export significant volumes of natural soda
ash to international markets. Management estimates that United States producers
exported 4 million tons of soda ash in 2000. The United States producers export
soda ash primarily through American Natural Soda Ash Company, the export
cooperative of United States producers, which enhances the United States
producers' low-cost position by leveraging the corporation's global sales
and marketing operations and creating distribution economies of scale.

      Exports. Almost all of the soda ash produced outside the United States is
synthetic soda ash, which involves significantly more energy, labor and raw
materials than the natural refining process used in the United States and, as a
result, its production cost is significantly more costly. The production cost
differential between natural and synthetic soda ash is generally sufficient to
offset the costs of transporting U.S. produced soda ash into export markets,
allowing the U.S. producers of natural soda ash to compete in most geographic
regions with local sources of synthetically produced soda ash.

      The Company, along with the other five U.S. producers of natural soda ash,
is a member of American Natural Soda Ash Company ("ANSAC"), a soda ash export
cooperative organized in 1984 under an exemption from U.S. antitrust laws
provided under the Webb-Pommerene Act. Through this cooperative, all five U.S.
producers export soda ash to all parts of the world except Canada and the
members of the European Union, where ANSAC members export soda ash directly. The
primary export markets served by ANSAC are Asia and Latin America, and to a
lesser extent, the Middle East, Africa and Eastern Europe. Each individual
member's allocation of ANSAC's volume is based on the member's total nameplate
capacity, with any member's expansion phased-in over a multi-year period for
allocation purposes. ANSAC is the exclusive distributor of the soda ash of its
members; however, subject to certain limitations, members can distribute soda
ash directly to their international affiliates for their own consumption.
Certain countries have from time to time considered limiting or prohibiting
sales of products through export cooperatives such as ANSAC on grounds that they
are anticompetitive, though the Company is not aware of any pending or
threatened activity in this regard that would be material to its business.

      Soda Ash Pricing and Capacity Utilization. The Company's principal product
is soda ash, and market price of soda ash affects the profitability of the
Company more than any other factor. The market price of soda ash fluctuates and
in recent years has been negatively affected by factors beyond the Company's
control, such as increases in energy and transportation costs, fluctuations in
the global supply of soda ash, decreases in global demand for the consumer
products that require soda ash for their manufacture and the availability and
price of products that can be substituted for soda ash.

      Average United States soda ash prices have fallen over the past five
years, from $83 per ton in 1996 to $66 per ton in 2000, primarily due to reduced
demand and increases in production capacity, including capacity expansions from
late 1996 to late 2000 of approximately 2.4 million tons, the entry of American
Soda LLC into the market and reduced export demand resulting from the Asian
economic crisis.


                                       3



<PAGE>

      The following chart indicates the average industry price of U.S. soda ash
per ton and global capacity utilized during the period from 1990 to 2000.

<TABLE>
<CAPTION>
                                               Average Price   U.S. Capacity
      Year                                       Per Ton(1)    Utilization(2)
      ----                                       ----------    --------------

<S>                                                   <C>            <C>
      1990...............................             83             97
      1991...............................             84             91
      1992...............................             81             90
      1993...............................             74             88
      1994...............................             70             91
      1995...............................             74             90
      1996...............................             83             89
      1997...............................             77             91
      1998...............................             75             87
      1999...............................             69             87
      2000...............................             66             88(3)
</TABLE>

----------
(1)   Based on data from the U.S. Geological Survey (not adjusted for
      inflation), FOB production facility.
(2)   Based on 95 percent of nameplate capacity as reported by industry sources.
(3)   Company estimate.

      Soda Ash Capacity Expansions. From 1982 until 1999, no new natural soda
ash plants were built in North America. In the fourth quarter of 2000, the
American Soda LLC ("American Soda") plant, which solution mines nahcolite
reserves in Rifle, Colorado, began operation. American Soda's management has
estimated that the annual capacity of their facility will be 1,000,000 tons.
Since 1982 and other than the American Soda facility, capacity expansion in the
United States has taken place through expansion of existing facilities and
improved operating efficiencies with such new natural soda ash capacity
generally being offset by the closure of older, higher-cost synthetic soda ash
plants outside the United States. Since 1982, announced synthetic soda ash plant
closures have included IMC Global's 300,000 ton Matthes & Weber facility in
Duisburg, Germany, Asahi Glass' 400,000 ton facility in Kitakyushu, Japan, and
the Company's 500,000 ton facility in Amherstburg, Ontario, Canada.

      Regarding existing natural soda ash producers in North America, in late
1998 OCI Wyoming L.P. ("OCI") completed an 800,000 ton expansion of its Green
River facility. However, after completion of the expansion, OCI "mothballed"
900,000 tons of previously constructed capacity at the facility due to current
soda ash market conditions. During the fourth quarter of 1999, FMC Corporation
("FMC") announced it was reducing capacity at its Granger, Green River facility
by 650,000 tons, despite the fact that it had completed a 700,000 ton expansion
in 1999. In late 2000, Solvay Minerals completed a 400,000 ton expansion of its
Green River facility.

Calcium Chloride

      Management estimates the annual production of calcium chloride in North
America to be approximately 1,200,000 tons. The primary uses for the Company's
calcium chloride--road maintenance and ice removal--are seasonal and weather
dependent. During the summer, the Company's calcium chloride is used in liquid
form on unpaved roads for dust control and roadbed stabilization. During the
winter, the Company's calcium chloride is used in flake and liquid form for ice
removal. The Company primarily markets its calcium chloride to highway and road
maintenance organizations, as well as other industrial and governmental users.
The Company has also begun to market a range of calcium chloride-based products
for sidewalk and driveway de-icing applications through retail home improvement
centers.

Competition

Soda Ash

      The worldwide soda ash industry is comprised of a number of domestic and
international producers, some of which produce large volumes of soda ash in
multiple geographic regions. Solvay S.A., with natural soda ash operations in
the U.S. through its Solvay Minerals subsidiary, and multiple synthetic soda ash
production facilities in Eastern and Western Europe, is the world's


                                       4



<PAGE>

single largest producer of soda ash, with total estimated capacity of
approximately 9.0 million tons. FMC's 1999 acquisition of Tg Soda Ash, Inc.
increased FMC's combined total capacity to more than 4.8 million tons, of which
0.65 million tons are currently mothballed.

      Given the global nature of the soda ash industry and major soda ash
consumers, the Company competes with both international and North American soda
ash producers. The international soda ash producers include Brunner Mond plc,
Penrice Soda Ash Products Pty Ltd. (currently owned by IMC Global), Solvay S.A.
and various Eastern European and Asian producers.

      Soda Ash capacity outside of North America in 2000 was as follows:

<TABLE>
<CAPTION>
                                                                Capacity in
      Region                                                Thousands of Tons(1)
      ------                                                --------------------
<S>                                                                 <C>
      EasternEurope ....................................            8,900
      Western Europe....................................            6,800
      China.............................................            8,000
      OtherAsian Countries..............................            5,000
      Rest of World.....................................            1,500
                                                                   ------
            Total capacity outside of North America.....           30,200
                                                                   ======
</TABLE>

      ----------
      (1)   Estimated in 2000 annual nameplate capacity; derived from industry
            sources.

      The Company's North American soda ash competitors are listed below:

<TABLE>
<CAPTION>
                                                             2000 Annual
                                                           Nameplate Capacity
         Owner/Managing Partner              Location   in Thousands of Tons(1)
         ----------------------              --------   -----------------------
<S>                                       <C>                   <C>
The General Chemical Group.............       Wyoming           2,800
                                          Amherstburg             500 (2)
                                                               ------
                                                                3,300
FMC Corporation........................       Wyoming           4,200 (3)
OCI Wyoming............................       Wyoming           2,350 (4)
Solvay Minerals........................       Wyoming           2,700
IMC Global (5).........................    California           1,500
American Soda (6)......................      Colorado           1,000
                                                               ------
   Total North American Capacity ......                        15,050
                                                               ======
</TABLE>

----------
(1)   Estimated 2000 annual nameplate capacity; derived from industry sources.
(2)   Capacity to be mothballed by April 30, 2001.
(3)   Excludes 650,000 tons of mothballed capacity.
(4)   Excludes 900,000 tons of mothballed capacity, but includes 800,000 tons of
      new capacity.
(5)   Currently held by IMC Global through its wholly-owned subsidiary, North
      American Chemical Company.
(6)   In its first partial year of operation (2000), American Soda produced
      approximately 20,000 tons.

      The soda ash industry also faces competitive pressures from the increased
use of glass substitutes and recycled glass in the container industry. Container
glass production is one of the principal end markets for soda ash. Competition
from increased use of glass substitutes, such as plastic, and recycled glass in
the container industry has had a negative effect on demand for soda ash. Demand
for soda ash in the container industry has declined from approximately 2,300,000
tons in 1987 to approximately 1,800,000 tons in 2000. Management believes that
the use of plastic containers will continue to impact negatively the growth in
domestic demand for soda ash.

Calcium Chloride

      The Company is the largest producer of calcium chloride in Canada and the
second largest producer of calcium chloride in North America. The Company's
major competitors are The Dow Chemical Company, TETRA Technologies, Inc., and
various local producers in Canada. In the United States, the Company is the
third largest distributor of calcium chloride behind Dow Chemical and TETRA
Technologies. With respect to capacity, the Company's Amherstburg and Manistee
facilities have a combined 700,000 tons of capacity and it is estimated that Dow
Chemical also has 700,000 tons of capacity. The next largest U.S. producer is
TETRA Technologies, which operates four plants with estimated total capacity of
350,000 tons.


                                       5



<PAGE>

      In certain markets, calcium chloride competes with a number of substitute
products. For example, in the highway ice control market, calcium chloride
competes with alternative de-icers such as rock salt and magnesium chloride. As
such, the Company also competes with the producers of these substitute products.


                                       6



<PAGE>

Reserves and Control of Resources

      The Company mines trona ore under leases with the United States
government, the State of Wyoming and the Union Pacific Resources Corporation.
The Company's trona reserves and mines are located in the Green River, Wyoming
area. In the Green River basin, the Green River formation was deposited in a
lake that began in the early Eocene geologic period (approximately 35 million
years ago) as a large body of fresh water, shrank in size and became saline,
expanded and then became fresh water again. In general, the sediments deposited
during the saline phase of this lake, which included the trona deposits, are
called the Wilkins Peak Member, and the overlying and underlying fresh water
deposits are called the Laney Shale Member and Tipton Shale Member,
respectively.

      The Company's estimated proven reserves within bed No. 17, which it is
currently mining, consist of approximately 121 million tons of extractable ore.
At the 2000 operating rate of 2.3 million tons of soda ash per year (4.3 million
tons of trona ore), there is approximately a 29-year supply within bed No. 17.
For the three years ended December 31, 2000, annual production of trona ore
averaged approximately 4.3 million tons. In addition, the Company's estimated
recoverable reserves contain three other major mineable trona beds containing
approximately 410 million tons of extractable ore. These beds, which may require
significant capital to access, will provide more than 129 years of added
reserves based on current operating rates.

      At the Company's synthetic soda ash plant in Amherstburg, Ontario, Canada,
which is to be idled by approximately April 30, 2001, the Company uses salt and
limestone as its raw materials. Based on 2000 production levels, the Company has
approximately 28 years of salt reserves. The Company purchases all of its
limestone requirements under a long-term contract with a major limestone
producer.

      The Company's Amherstburg, Ontario, Canada calcium chloride operations
currently utilize a brine feedstock stream that is produced on-site as a
byproduct of its soda ash operations. After the Company idles its Amherstburg
soda ash operations, the Company will obtain its brine requirements for both
Amherstburg, Ontario, Canada and Manistee, Michigan under supply contracts with
third parties. If the Company's access to these brine sources is interrupted,
and we are unable to secure alternative sources, its ability to manufacture
calcium chloride at its Amherstburg and Manistee facilities would be hindered.

General Chemical (Soda Ash) Partners

      Since 1986, the Green River plant has been owned by GCSAP, a partnership
of which the Company is the managing partner. The Company owns a 51 percent
equity interest and ACI International Limited and TOSOH Corporation, through
wholly owned subsidiaries, respectively, own 25 percent and 24 percent of the
partnership's equity interests. ACI International Limited, a major world
producer of container glass and a customer of GCSAP, is a wholly-owned
subsidiary of Owens-Illinois, a worldwide producer of packaging materials.
Management believes that Owens-Illinois and ACI International Limited as a
combined entity represent one of the largest single purchasers of soda ash with
annual domestic and international requirements of approximately 2 million tons.
TOSOH Corporation is a leading chemical company and distributor of soda ash in
the Japanese market whose operations previously included a 300,000 ton synthetic
soda ash facility in Nanyo, Japan. In 1997, TOSOH Corporation closed its
synthetic soda ash facility and began purchasing soda ash through ANSAC.

      The Company has been the managing partner of GCSAP since 1986, when the
partnership was formed. As managing partner, the Company has had and will
continue to have overall responsibility for management of the partnership,
including with respect to all operational, sales, marketing and financial
matters. However, certain significant actions of the partnership must be
approved by a majority, or in certain instances, all of the partners. The
partnership shall terminate on December 31, 2011, unless extended for an
additional five years or unless the partners decide to terminate it at any time
prior to such date.

      The partnership agreement requires the partnership to make quarterly cash
distributions to each of the three partners. The partnership agreement also
prohibits the partners from transferring their equity interests or withdrawing
from the partnership without the consent of the other partners. The obligations
of each partner are guaranteed by its parent. Pursuant to a guaranty agreement,
each parent company has agreed to certain restrictions on its ability to sell
the stock of its partner subsidiary. If the parent company of any partner
proposes to transfer ownership of its partner subsidiary, the nontransferring
parent companies may either: (1) acquire the transferred partner, or its
partnership interest, pursuant to a right of first refusal; or (2) require the
transferring parent company, or the proposed purchaser, to acquire the
partnership interest held by their own partner subsidiaries.

      If one or both of the Company's partners in General Chemical (Soda Ash)
Partners, Owens-Illinois, Inc. or TOSOH Corporation, were to seek to transfer
its interest in General Chemical (Soda Ash) Partners and the Company did not or
could not exercise its right of first refusal, one or more new partners could be
admitted to the partnership. Any such new partner may have


                                       7



<PAGE>

business or financial objectives for General Chemical (Soda Ash) Partners that
are different from those of the Company.


                                       8



<PAGE>

Partnership with Church & Dwight

      GCSAP and Church & Dwight are partners in a partnership that owns trona
reserves. Church & Dwight is a leading producer of sodium bicarbonate, commonly
known as baking soda, sold under the Arm & Hammer(R) brand. The trona is mined
and processed by GCSAP under a tolling agreement and all of the soda ash
produced is purchased by Church & Dwight under a sales contract.

Seasonality and Backlogs

      Sales of soda ash are generally not seasonal, except for sales to the
glass container industry, which increase significantly in the summer due to
stronger beverage demand. Sales of calcium chloride are concentrated in late
spring and summer for dust control and late fall and winter for de-icing. As a
result, the Company's sales are generally lowest in the first quarter and
highest in the second quarter.

      Due to the nature of our business, there are no significant backlogs.

Environmental Matters

      The Company's mining and production operations, which have been conducted
at its Green River and Amherstburg sites for many years, are subject to numerous
laws and regulations relating to the protection of human health and the
environment in the U.S. and Canada. The Company has an established program to
ensure that its facilities comply with environmental laws and regulations.
However, as a result of its operations, the Company is involved from time to
time in administrative and judicial proceedings and inquiries relating to
environmental matters. In addition, modifications or changes in enforcement of
existing laws and regulations or the adoption of new laws and regulations in the
future, particularly with respect to environmental and safety standards, or the
discovery of additional or unknown environmental contamination, could require
expenditures which might be material to the Company's results of operations or
financial condition. For further discussion of the Company's efforts to comply
with the environmental laws and regulations to which its operations are subject,
as well as a discussion of potential liabilities known to the Company under such
laws and regulations, see "Item 7 -- Management's Discussion and Analysis of
Financial Condition and Results of Operations Environmental Matters".

      GCG, as the former parent of GenTek, may under certain circumstances be
found liable for obligations of GenTek related to the use or transport of
hazardous substances or environmental contamination at facilities of GenTek for
periods prior to the Spinoff. Although GenTek has agreed to indemnify and hold
the Company harmless with respect to all such liabilities and to bear all of the
Company expenses for defending any claims related to these matters, the
Company's results of operations or financial condition could be materially
adversely affected in the event GenTek is unable or unwilling to perform its
indemnification obligations.

      On March 13, 2000, the Company's Canadian subsidiary received a letter
from Environment Canada ("EC"). The letter informed the Company that it faces an
alleged violation of the Canadian Fisheries Act, R.S.C., as amended, with
respect to effluent discharges at its Amherstburg, Ontario facility. According
to EC, the Company's chloride level of its effluent discharged to the Detroit
River exceeded permitted levels. The Company believes that the idling of
synthetic soda ash production capacity in 2001 will improve the quality of the
effluent such that it will substantially comply with the Fisheries Act
requirements and has discussed this matter with the EC. As a result, the EC has
informally agreed to suspend further action on this matter pending completion of
the idling of Amherstburg soda ash production. Because of the foregoing, the
Company does not believe that any additional expenses and/or capital
expenditures will be incurred in connection with this matter which would be
material to the Company's results of operations and/or financial condition,
although no assurances can be given.

Employees/Labor Relations

      As of December 31, 2000, the Company had 1,010 employees, 290 of whom were
full-time salaried employees, 708 were full-time hourly employees and 12 were
hourly employees working in nonunion facilities.

      Three union contracts, covering 708 employees at the Green River, Wyoming
and Amherstburg, Ontario facilities, have durations of three years and were
renewed during 1999.

      Set forth below is information with respect to each of the Company's
executive officers and/or key employees.

      DeLyle W. Bloomquist, 42, is Vice President and Chief Operating Officer of
GCG and Director and the President and Chief


                                       9



<PAGE>

Executive Officer of the Company. Mr. Bloomquist was from 1996 until the Spinoff
the Vice President and General Manager, Industrial Chemicals of General Chemical
Corporation. Mr. Bloomquist was the Director of General Chemical Corporation's
Corporate Distribution Department between 1995 and 1996. Between 1993 and 1995,
he served as Controller, Industrial Chemicals of General Chemical Corporation.

      David S. Graziosi, 35, is Vice President - Finance of GCG and Vice
President and Chief Financial Officer of the Company. Mr. Graziosi was the
Director of Finance for GenTek, Inc. from August 1999 to February 2000. Mr.
Graziosi held several financial management positions in Sun Chemical Group B.V.
from August 1996 to August 1999. Between September 1994 and July 1996, he served
as an Assistant Finance Director of Colgate-Palmolive Company in both the U.S.
and South Africa.

Item 2. Properties

      The Company's headquarters is located in Hampton, New Hampshire. The
locations and uses of major properties of the Company are as follows:

<TABLE>
<CAPTION>
                       Location                    Use
                       --------                    ---
<S>                    <C>                         <C>
United States          Green River, Wyoming        Trona Mine and Manufacturing
                                                   Facility
                       Manistee, Michigan          Manufacturing Facility
                       * Hampton, New Hampshire    Headquarters
                       * Parsippany, New Jersey    Offices
Canada                 Amherstburg, Ontario        Manufacturing Facility
                       * Mississauga, Ontario      Offices
                       Brook, Ontario              Calcium Chloride Brine Fields
</TABLE>

----------
*     Leased

Item 3. Legal Proceedings

      The Company from time to time becomes involved in claims, litigation,
administrative proceedings and investigations relative to various matters.
Although the amount of any liability that could arise with respect to these
actions cannot be accurately predicted, the opinion of management based upon
currently-available information is that any such liability not covered by
insurance will have no material adverse effect on the Company's results of
operations or financial condition. See also "Item 7 -- Management's Discussion
and Analysis of Financial Condition and Results of Operations -- Environmental
Matters".

Item 4. Submission of Matters to a Vote of Security Holders

      No items were submitted to a vote of security holders of the Company,
through the solicitation of proxies or otherwise, during the fourth quarter of
fiscal 2000.


                                       10



<PAGE>

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

Market Information

      There is currently no market for the Company's Common Stock. As of March
1, 2001, GCG was the sole stockholder of the Company's Common Stock. The
Company's credit agreement limits the ability of the Company to pay dividends.

      Refer to Item 5 of the General Chemical Group Inc.'s Annual Report on Form
10-K for discussion of GCG's NYSE listing.

Item 6. Selected Financial Data

      The following selected consolidated financial data of the Company have
been derived from and should be read in conjunction with the Company's
Consolidated Financial Statements.


                                       11



<PAGE>

<TABLE>
<CAPTION>
                                                                        Years Ended December 31,
                                                                        ------------------------
                                                         1996          1997       1998          1999           2000
                                                         ----          ----       ----          ----           ----
                                                             (Dollars in thousands, except per share data)
<S>                                                  <C>           <C>        <C>           <C>            <C>
Statement of Operations Data:
  Net revenues ...................................   $333,835      $330,373   $303,624      $312,617       $296,522
  Operating profit (loss) ........................     77,924(1)     68,281     41,049(2)     30,607(3)     (46,352)(4)
  Minority interest ..............................     31,635        24,253     16,666        12,787         11,180
  Income (loss) before interest expense and income
  taxes ..........................................     46,963(1)     44,587     24,342(2)     19,117(3)     (49,017)(4)
  Net income (loss) ..............................     24,280(1)     22,264      9,424(2)      4,946(3)     (48,600)
Other Data:
  Capital expenditures ...........................   $ 34,934      $ 30,468   $ 18,498      $ 24,061       $ 20,836
  Depreciation and amortization ..................     15,646        16,798     16,999        17,801         19,148
  Ratio of earnings (losses) to fixed charges ....       4.9x          4.3x       2.8x          2.1x         (1.7x)
Balance Sheet Data (at end of period):
  Cash, cash equivalents and
    short-term investments .......................   $  1,609      $  1,352   $  1,127      $ 24,688       $ 18,419
  Total assets ...................................    241,086       262,175    248,714       291,214        248,552
  Long-term debt .................................         --            --         --       150,919        149,314
  Total equity (deficit) .........................     62,795        85,505     75,292       (48,744)       (98,862)
</TABLE>

----------

(1)   Includes a one-time charge of $5.7 million ($3.5 million after tax) due
      primarily to awards made under the restricted unit plan.
(2)   Includes incremental accruals of $2.3 million ($1.4 million after tax)
      principally related to cost of sales ($.9 million) for the reclamation of
      brine wells and selling, general and administrative expense ($1.4 million)
      primarily due to product delivery litigation.
(3)   Includes a one-time charge of $1.9 million ($1.2 million after tax)
      related to the Spinoff.
(4)   Includes a one-time gain on the sale of assets of $7.7 million ($6.3
      million after tax) and a restructuring charge of $59.8 million ($46.5
      million after tax).

Item 7. Management's Discussion and Analysis of Financial Condition and Results
        of Operations

Overview

      The Company is a leading global producer of soda ash and North American
producer of calcium chloride. The Company produces natural soda ash at its
facility in Green River, Wyoming, and calcium chloride at its facilities in
Amherstburg, Ontario and Manistee, Michigan. The Company's soda ash is used in
the manufacture of glass, sodium, chemicals (such as baking soda), detergents,
paper, textiles, food and many other familiar consumer products. The Company's
calcium chloride is used primarily by highway and road maintenance organizations
for dust control and roadbed stabilization during the summer and for de-icing
roads and sidewalks during the winter.

      The Company's Green River facility, including the facilities and leases
for mining trona ore, is owned and operated through General Chemical (Soda Ash)
Partners, a partnership in which GCG owns a 51 percent partnership interest and
of which GCG is the managing partner. See "Item 1 -- Business -- General
Chemical (Soda Ash) Partners".

      The Company's principal product is soda ash, and the profitability of its
operations is affected by the market price of soda ash more than any other
factor. For a discussion of factors affecting the prices of and demand for soda
ash, see "Item 1 - Business." Average United States soda ash prices have fallen
over the past five years, from $83 per ton in 1996 to $66 per ton in 2000, due
to reduced demand and increases in production capacity. Average U.S. soda ash
prices were $75 in 1998, $69 in 1999 and $66 in 2000. These price fluctuations,
along with unusually high energy prices and concomitantly high transportation
costs, have negatively impacted the Company's profitability in recent years.


                                       12



<PAGE>

      On November 27, 2000, the Company announced that it intends to idle
approximately 500,000 tons per year of synthetic soda ash production capacity at
its Amherstburg, Ontario, Canada, and we expect to consummate idling this
production capacity by approximately April 30, 2001. The capacity to be idled
constitutes approximately 15% of the Company's total soda ash production
capacity, and all of its synthetic soda ash production capacity. The Company
will continue producing calcium chloride at Amherstburg. The Company recorded
a pre-tax charge of approximately $59.8 million in the fourth quarter of 2000
in connection with the idling of its Amherstburg synthetic soda ash capacity.
This charge included a $43.5 million non-cash write-down of the value of the
idled plant assets, as well as severance and other cash charges of approximately
$16.3 million.

      Because the Company did not operate as a separate, stand-alone entity
until April 30, 1999 (the date of the Spinoff of GenTek), the Company might have
recorded different results had it operated independently of the manufacturing
and performance products businesses operated by GenTek. Therefore, the financial
information for periods prior to the Spinoff date are not necessarily indicative
of the results of operations or financial position that would have resulted if
the Company had been a separate, stand-alone entity during all of the periods
shown, or of the Company's future performance as a separate, stand-alone entity.

      The Financial Statements of the Company for periods prior to April 30,
1999 include an allocation of certain assets, liabilities and expenses from
GenTek. In the opinion of management, expenses have been allocated to the
Company's businesses on a reasonable and consistent basis using management's
estimate of services provided to the Company. However, such allocations are not
necessarily indicative of the level of expenses which might have been incurred
had the Company been operated as a separate, stand-alone entity during the
periods presented or incurred after the Spinoff. For further information on the
basis of presentation of the historical financial data of the Company, see "Item
8 -- Financial Statements and Supplementary Data -- Summary of Significant
Accounting Policies".

      This discussion should be read in conjunction with the Company's
Consolidated Financial Statements and the respective notes thereto included in
Item 8.

Results of Operations

      The following table sets forth statement of operations data for each of
the three years ended December 31, 1998, 1999 and 2000 and the corresponding
percentage of the net revenues for the relevant periods presented.

<TABLE>
<CAPTION>
                                                              Years Ended December 31,
                                                              ------------------------
                                                    1998               1999               2000
                                                    ----               ----               ----
                                                               (Dollars in millions)
<S>                                           <C>         <C>    <C>         <C>    <C>          <C>
Net revenues ..............................   $303.6       100%  $312.6       100%  $296.5        100%
Gross profit ..............................     59.1(1)     19     49.7        16     30.4         10
Selling, general and administrative expense     18.1(1)      6     19.0(2)      6     17.0          6
Restructuring charge ......................       --        --       --        --     59.8         20
Operating profit (loss) ...................     41.0(1)     14     30.6(2)     10    (46.4)(3)     16
Interest expense ..........................     11.7         4     13.7         4     15.9          5
Minority interest .........................     16.7         6     12.8         4     11.2          4
Net income (loss) .........................      9.4(1)      3      4.9(2)      2    (48.6)(3)     16
</TABLE>


----------
(1)   Includes incremental accruals of $2.3 million ($1.4 million after tax)
      principally related to environmental spending and litigation.
(2)   Includes a one-time charge of $1.9 million ($1.2 million after tax)
      principally related to the Spinoff.
(3)   Includes a one-time gain on the sale of assets of $7.7 million ($6.3
      million after tax), and restructuring charge of $59.8 million ($46.5
      million after tax).

2000 as Compared with 1999

      Net revenues for 2000 were $296.5 million, which was $16.1 million, or 5.2
percent below the prior year level. Net revenues were negatively affected by
lower soda ash prices as well as lower calcium chloride volumes due to warm
winter weather and wet spring and summer weather.

      Gross profit for 2000 was $30.4 million compared with $49.7 million in
1999. Gross profit as a percentage of net revenues


                                       13



<PAGE>

for 2000 decreased to 10.3 percent from 15.9 percent for 1999. These decreases
were primarily due to the above-mentioned decrease in net revenues as well as
higher energy costs.

      Selling, general and administrative expense as a percentage of net
revenues for 2000 was unchanged from 1999 at 6.0 percent.

      Restructuring charge of $59.8 million in 2000 was due to the idling of
synthetic soda ash production capacity in Amherstburg, Ontario, Canada. This
results in the writedown of long-lived assets and workforce reductions of
approximately 250 hourly and salary employees. The Company is idling this
capacity because it requires substantially more resources - principally costly
natural gas and necessary capital improvements - for the Company to
manufacture synthetic soda ash at Amherstburg than to manufacture natural soda
ash at its production facility in Green River, Wyoming. The Company will shift
production from its relatively high-cost synthetic soda ash facility in
Amherstburg to its lower-cost natural soda ash facility in Green River, thereby
eliminating cash operating losses incurred in operating the Amherstburg facility
and reducing its exposure to fluctuations in energy prices. It is expected that
the restructuring actions will be substantially completed by December 31, 2001.

      Interest expense for 2000 was $15.9 million, which was $2.2 million higher
than the comparable prior period levels as a result of the issuance of the 10
5/8% Senior Subordinated Notes in April 1999 and borrowings under the Credit
Facility.

      Minority interest for 2000 was $11.2 million, versus $12.8 million for
1999. The decrease reflects lower earnings at General Chemical (Soda Ash)
Partners due to lower soda ash pricing as well as higher energy costs.

      Net loss was $48.6 million for 2000, versus net income of $4.9 million for
1999, for the foregoing reasons, net of available income tax benefits.

1999 as Compared with 1998

      Net revenues for 1999 were $312.6 million, which was $9.0 million, or 3.0
percent above the prior year level. This increase reflects higher freight
revenues and higher volumes of both soda ash and calcium chloride offset by
lower soda ash pricing.

      Gross profit for 1999 was $49.7 million compared with $59.1 million in the
same period of 1998. Gross profit as a percentage of sales decreased to 15.9
percent in 1999 from 19.5 percent in 1998. These decreases were primarily
related to lower pricing and increases in energy costs.

      Selling, general and administrative expense as a percentage of net
revenues was unchanged from 1998 at 6.0 percent.

      Interest expense for 1999 was $13.7 million, $2.0 million higher than the
comparable year level due to the issuance of the 10 5/8% Senior Subordinated
Notes in April 1999 and borrowings under the credit facility.

      Minority interest in 1999 was $12.8 million compared with $16.7 million
for 1998, reflecting lower earnings at General Chemical (Soda Ash) Partners due
to weaker soda ash pricing and higher energy cost.

      Net income in 1999 was $4.9 million compared with $9.4 million for 1998,
for the foregoing reasons, net of available income tax benefits.

Liquidity and Capital Resources

      Cash and cash equivalents were $18.4 million at December 31, 2000 compared
with $24.7 million at December 31, 1999. During 2000 the Company generated cash
flow from operating activities of $6.6 million and used cash of $20.8 million
for capital expenditures.

      The Company had working capital of $45.2 million at December 31, 2000 as
compared with $59.5 million at December 31, 1999. The decrease in working
capital principally reflects higher accrued liabilities due to the idling of
synthetic soda ash production capacity in Amherstburg, Ontario, Canada partially
offset by accrued income tax refunds of $10.2 million, included in other current
assets, of which $4.1 million was received in March 2001.

      Prior to the Spinoff, the Company's primary sources of liquidity were cash
generated from operations and borrowings under GCG's credit facility. Following
the Spinoff, the Company's liquidity needs arise primarily from working capital
requirements, capital expenditures and interest and principal payment
obligations. The Company's ability to satisfy its capital requirements will be
dependent upon future financial performance, which in turn will be subject to
general economic conditions and to financial, business and other factors,
including factors beyond the Company's control. The Company believes that its
existing capital resources, cash flow generated from future operations and
drawings under its credit facility will enable the Company to maintain planned
operating, capital expenditure and debt service requirements for the foreseeable
future.


                                       14



<PAGE>

      On April 30, 1999, the Company completed the offering of $100 million 10
5/8% Senior Subordinated Notes. Approximately $80 million of the net proceeds
were used to fund a distribution to GenTek prior to the Spinoff and the balance
for general corporate purposes. In addition, concurrent with the Spinoff, the
Company entered into an $85 million credit facility, of which up to $60 million
is available for borrowing by the Company's Canadian subsidiary in U.S. Dollars
or the Canadian dollar equivalent. The net proceeds under the credit facility
were used to repay existing third-party indebtedness.

      On March 7, 2001, the Company and its bank lenders finalized several
amendments to the financial covenants and other terms of the Company's bank
credit agreement. At December 31, 2000, the Company was not in compliance with
the financial covenants in the credit facility. These amendments provide for
more flexible financial covenants for 2001 and 2002 in exchange for more
restrictive covenants regarding restricted payments, investments, incurrence
of indebtedness, capital expenditures, sales of assets and related matters
during these two years. In addition, the maximum amount that the Company may
borrow under its bank credit facility during 2001 and 2002 has been reduced
from $85 million to $65 million, but this availability will increase to $70
million upon the receipt of $10 million of proceeds from an issuance of common
stock by the Company. At December 31, 2000, the Company's total borrowings under
the credit facility were $49.3 million. Management believes that, despite the
reduction in availability under the credit facility the Company's cash flows
and available borrowings under its bank credit facility, as well as the proceeds
of its planned rights offering, will be sufficient to cover the Company's
interest expense, capital expenditures, working capital requirements, the
idling of its synthetic soda ash production capacity at its Amherstburg,
Ontario facility and the start-up of its calcium chloride production facility
in Manistee, Michigan.

      GCG intends to raise $10 million of equity through a rights offering,
pursuant to which the shareholders of GCG will receive rights to subscribe for
and purchase newly-issued shares of GCG's common stock. GCG expects to file by
the end of March 2001 a registration statement on Form S-3 with the Securities
and Exchange Commission seeking to register the securities necessary to effect
the rights offering within a few days. PMM GCG Investment LLC, a company
wholly-owned and controlled by Paul M. Montrone (the controlling shareholder of
GCG and the Chairman of its Board of Directors), and the Montrone Family Trusts,
has advised GCG that it intends to fully exercise all rights granted to Paul M.
Montrone and the Montrone Family Trusts, as well as to purchase any shares not
subscribed for by GCG's other shareholders in the rights offering, thereby
ensuring that GCG will receive proceeds of $10 million in the offering. The
Company expects that GCG will contribute all these proceeds to the Company. Upon
receipt of these proceeds, the amount that the Company may borrow under its bank
credit facility during 2001 and 2002 will increase from $65 million to $70
million.

      The Company is significantly leveraged. At December 31, 2000, outstanding
indebtedness consisted of $100 million of notes and $49.3 million outstanding
under the credit facility. 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 investments or general
corporate purposes. The Company's indenture and credit facility 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.

Environmental Matters

      The Company's mining and production operations, which have been conducted
at its Green River and Amherstburg sites for many years, are subject to numerous
laws and regulations relating to the protection of human health and the
environment in the U.S. and Canada. The Company has an established program to
ensure that its facilities comply with environmental laws and regulations.
However, as a result of its operations, the Company is involved from time to
time in administrative and judicial proceedings and inquiries relating to
environmental matters. In addition, modifications or changes in enforcement of
existing laws and regulations or the adoption of new laws and regulations in the
future, particularly with respect to environmental and safety standards, or the
discovery of additional or unknown environmental contamination could require
expenditures which might be material to the Company's results of operations or
financial condition.

      On March 13, 2000, the Company's Canadian subsidiary received a letter
from Environment Canada ("EC"). The letter informed the Company that it faces an
alleged violation of the Canadian Fisheries Act, R.S.C., as amended, with
respect to effluent discharges at its Amherstburg, Ontario facility. According
to EC, the Company's chloride level of its effluent discharged to the Detroit
River exceeded permitted levels. The Company believes that the idling of
synthetic soda ash production in 2001 will improve the quality of the effluent
such that it will substantially comply with the Fisheries Act requirements and
has discussed this matter with the EC. As a result, the EC has informally agreed
to suspend further action on this matter pending completion of the idling of
Amherstburg soda ash production. Because of the foregoing, the Company does not
believe that any additional expenses and/or capital expenditures will be
incurred in connection with this matter which would be material to the Company's
results of operations


                                       15



<PAGE>

and/or financial condition, although no assurances can be given.

Accounting Pronouncement

      In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities ("FAS 133"). FAS 133 requires that all derivative
instruments be measured at fair value and recognized in the balance sheet as
either assets or liabilities. This Statement, as amended, is effective for
fiscal years beginning after June 15, 2000. The Company has adopted this
standard, as amended, on January 1, 2001. The Company has determined that the
adoption of FAS 133 will not have a material effect on the Company's results of
operations, financial condition or cash flows.

      The Company adopted the Financial Accounting Standards Board's Emerging
Issues Task Force consensus 00-10 "Accounting for Shipping and Handling Fees and
Costs," in the fourth quarter of 2000. Application of the consensus resulted in
the reclassification of prior period financial results to reflect shipping and
handling fees as revenue and shipping and handling costs as cost of sales. The
reclassifications had no effect on operating profit (loss) or net income (loss).

Forward Looking Statements

      This Annual Report includes forward-looking statements. All statements
other than statements of historical facts included in this Annual Report may
constitute forward-looking statements. The Company has based these
forward-looking statements on its current expectations and projections about
future events. Although it believes that the assumptions made in connection with
the forward-looking statements are reasonable, there can be no assurances that
its assumptions and expectations will prove to have been correct. These
forward-looking statements are subject to various risks, uncertainties and
assumptions including, among other things:

      o     The Company's outstanding indebtedness and its leverage, and the
            restrictions imposed by its indebtedness;

      o     The possibility that GCG could be delisted by the NYSE, and, if it
            is delisted, GCG's ability to have its common stock listed or quoted
            on an alternative securities exchange or national quotation system;

      o     The Company's ability to successfully implement the planned idling
            of its synthetic soda ash production capacity in Amherstburg,
            Ontario, Canada, including continuing to successfully serve the soda
            ash customers of that facility and produce calcium chloride in
            Amherstburg;

      o     Fluctuations in the world market price for soda ash due to changes
            in supply and demand;

      o     Fluctuations in prices for calcium chloride in North America due to
            changes in supply and demand;

      o     Domestic and international economic conditions, including
            fluctuations in U.S. Dollar exchange rates and interest rates;

      o     Increases in the Company's energy, transportation or labor costs;

      o     The extent to which there is consolidation in the global soda ash
            industry, and the Company undertakes new acquisitions or enters into
            strategic joint ventures or partnerships;

      o     Future modifications to existing laws and regulations affecting the
            environment, health and safety; and

      o     Discovery of unknown contingent liabilities, including environmental
            contamination at its facilities.

      The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. In light of these risks, uncertainties and assumptions, the
forward-looking events discussed in this Annual Report might not occur.

Item 7a. Qualitative and Quantitative Disclosures about Market Risk

      Market risk represents the loss that may impact the consolidated financial
position, results of operations or cash flows of the Company. The Company is
exposed to market risk in the areas of interest rates.

Interest rates

      The Company's exposure to market risk for changes in interest rates
relates primarily to the Company's debt obligations. The Company has no cash
flow exposure due to rate changes on its $100 million in notes as of
December 31, 2000 and 1999. However, the Company does have cash flow exposure
on its committed and uncommitted bank line of credit as interest is based on a
floating rate. At December 31, 2000 the Company had $49.3 million in borrowings
under the credit facility that had variable pricing. Accordingly, as of fiscal
2000, a 1% change in the floating rate will result in interest expense
fluctating approximately $0.5 million. As of fiscal 1999, the Company also had
$50.9 million in borrowings under the credit facility that had a floating
interest rate. Accordingly, as of fiscal 1999 a 1% change in the floating rate
would have resulted in interest expense fluctuating approximately $0.5 million.

      The Company does not expect to enter into financial instruments for
trading purposes. The Company anticipates periodically entering into interest
rate swap agreements to effectively convert all or a portion of floating-rate
debt to fixed-rate debt in order to reduce exposure to movements in interest
rates. Such agreements would involve the exchange of fixed and floating interest
rate payments over the life of the agreement without the exchange of the
underlying principal amounts. The Company also


                                       16



<PAGE>

anticipates periodically entering into currency agreements to partially reduce
exposure to movements in currency exchange rates. Swap and currency agreements
will only be entered into with creditworthy parties.

Item 8. Financial Statements and Supplementary Data


                                       17



<PAGE>

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.:

      We have audited the accompanying consolidated balance sheets of General
Chemical Industrial Products Inc. and subsidiaries ("the Company") as of
December 31, 1999 and 2000, and the related consolidated statements of
operations, changes in equity (deficit) and cash flows for each of the three
years in the period ended December 31, 2000. Our audits also included the
financial statement schedule listed in the Index at Item 14. These financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and the financial statement schedule based on our audits.

      We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

      In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of General Chemical Industrial
Products Inc. and subsidiaries as of December 31, 1999 and 2000, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 2000 in conformity with accounting principles
generally accepted in the Unites States of America. Also, in our opinion,
such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as whole, presents fairly in all
material respects the information set forth therein.


DELOITTE & TOUCHE LLP

Parsippany, New Jersey
February 14, 2001
(March 7, 2001 as to Note 10)


                                       18



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                 Years Ended December 31,
                                                                 ------------------------
                                                              1998        1999         2000
                                                              ----        ----         ----
                                                        (In thousands, except per share data)
<S>                                                       <C>        <C>          <C>
Net revenues ..........................................   $303,624   $ 312,617    $ 296,522
Cost of sales .........................................    244,493     262,963      266,080
Selling, general and administrative expense ...........     18,082      19,047       16,992
Restructuring charge ..................................         --          --       59,802
                                                          --------   ---------    ---------
Operating profit (loss) ...............................     41,049      30,607      (46,352)
Interest expense ......................................     11,747      13,741       15,921
Gain on sale of assets ................................         --          --        7,671
Interest income .......................................        930       1,355        1,190
Foreign currency transaction (gains) losses ...........        447        (109)          24
Other expense, net ....................................        524         167          322
                                                          --------   ---------    ---------
Income (loss) before minority interest and income taxes     29,261      18,163      (53,758)
Minority interest .....................................     16,666      12,787       11,180
                                                          --------   ---------    ---------
Income (loss) before income taxes .....................     12,595       5,376      (64,938)
Income tax provision (benefit) ........................      3,171         430      (16,338)
                                                          --------   ---------    ---------
         Net income (loss) ............................   $  9,424   $   4,946    $ (48,600)
                                                          ========   =========    =========
</TABLE>

        See the accompanying notes to consolidated financial statements.


                                       19



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         December 31,
                                                         ------------
                                                       1999         2000
                                                       ----         ----
                                                   (In thousands, except
                                                         share data)
<S>                                               <C>          <C>
  ASSETS
Current assets:
  Cash and cash equivalents ...................   $  24,688    $  18,419
  Receivables, net ............................      57,970       58,872
  Inventories .................................      25,291       21,707
  Deferred income taxes .......................       6,089        8,455
  Other current assets ........................       4,816       13,792
                                                  ---------    ---------
    Total current assets ......................     118,854      121,245
Property, plant and equipment, net ............     150,038      108,883
Other assets ..................................      22,322       18,424
                                                  ---------    ---------
    Total assets ..............................   $ 291,214    $ 248,552
                                                  =========    =========

  LIABILITIES AND EQUITY (DEFICIT)

Current liabilities:
  Accounts payable ............................   $  27,625    $  32,097
  Accrued liabilities .........................      31,778       43,950
                                                  ---------    ---------
    Total current liabilities .................      59,403       76,047
Long-term debt ................................     150,919      149,314
Other liabilities .............................      87,557       80,607
                                                  ---------    ---------
    Total liabilities .........................     297,879      305,968
                                                  ---------    ---------
Minority interest .............................      42,079       41,446
Equity (deficit):
  Common Stock, $.01 par value; authorized
  1,000 shares; issued and outstanding shares:
  1,000 shares at December 31, 1999 and 2000,
  respectively ................................          --           --
  Capital (deficit) ...........................     (53,940)     (54,057)
  Accumulated other comprehensive income (loss)          36       (1,365)
  Retained earnings ...........................       5,160      (43,440)
                                                  ---------    ---------
    Total equity (deficit) ....................     (48,744)     (98,862)
                                                  ---------    ---------
    Total liabilities and equity (deficit) ....   $ 291,214    $ 248,552
                                                  =========    =========
</TABLE>

        See the accompanying notes to consolidated financial statements.


                                       20



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   Years Ended December 31,
                                                                   ------------------------
                                                                 1998         1999        2000
                                                                 ----         ----        ----
                                                                       (In thousands)
<S>                                                          <C>         <C>          <C>
Cash flows from operating activities:
  Net income (loss) ......................................   $  9,424    $   4,946    $(48,600)
  Adjustments to reconcile net income (loss)
   to net cash provided by operating activities:
  Depreciation and amortization ..........................     16,999       17,801      19,148
  Deferred income tax ....................................     (3,734)        (877)     (8,163)
  Net loss on disposition of long-term assets ............        460          393      33,795
  (Increase) decrease in receivables .....................     12,189          631        (902)
  (Increase) decrease in inventories .....................     (5,754)         217       3,584
  Increase (decrease) in accounts payable ................     (3,460)       3,327       4,472
  Increase in accrued liabilities ........................        909        5,172      12,172
  Decrease in income taxes payable .......................        (32)      (1,988)         --
  Increase (decrease) in other liabilities and assets, net     10,680        3,592      (8,269)
  Increase (decrease) in minority interest ...............        128       (1,350)       (633)
                                                             --------    ---------    --------
     Net cash provided by operating activities ...........     37,809       31,864       6,604
                                                             --------    ---------    --------
Cash flows from investing activities:
  Capital expenditures ...................................    (18,498)     (24,061)    (20,836)
  Proceeds from sales or disposals of long-term assets ...        101           --       8,080
                                                             --------    ---------    --------
     Net cash used for investing activities ..............    (18,397)     (24,061)    (12,756)
                                                             --------    ---------    --------
Cash flows from financing activities:
  Proceeds from issuance of long-term ....................         --      144,776          --
  Net transactions with The General Chemical Group Inc. ..    (19,637)    (129,018)         --
  Other financing activities .............................         --           --        (117)
                                                             --------    ---------    --------
     Net cash (used for) provided by financing activities     (19,637)      15,758        (117)
                                                             --------    ---------    --------
Increase (decrease) in cash and cash equivalents .........       (225)      23,561      (6,269)
Cash and cash equivalents at beginning of period .........      1,352        1,127      24,688
                                                             --------    ---------    --------
Cash and cash equivalents at end of period ...............   $  1,127    $  24,688    $ 18,419
                                                             ========    =========    ========

  Cash refunded for income taxes, net of payments ........               $     653    $  1,460
                                                                         =========    ========

  Cash paid for interest .................................               $   8,158    $ 14,786
                                                                         =========    ========
</TABLE>

        See the accompanying notes to consolidated financial statements.


                                       21



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
             CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (DEFICIT)
                   For the three years ended December 31, 2000

<TABLE>
<CAPTION>
                                                      Net
                                                 Investment by            Accumulated
                                                  The General                 Other
                                        Common      Chemical    Capital   Comprehensive Retained               Comprehensive
                                        Stock      Group Inc.   Deficit   Income (Loss) Earnings      Total    Income (Loss)
                                        -----      ----------   -------   ------------- --------      -----    -------------

                                                                  (In thousands, except per share data)

<S>                                   <C>          <C>          <C>         <C>         <C>         <C>          <C>
Balance at December 31, 1997 ......   $       --   $  85,505    $     --    $     --    $     --    $  85,505
   Net income .....................           --       9,424          --          --          --        9,424
   Transfers to The General
   Chemical Group Inc. ............           --     (19,637)         --          --          --      (19,637)
                                      ----------   ---------    --------    --------    --------    ---------
Balance at December 31, 1998 ......           --      75,292          --          --          --       75,292
   Net loss to distribution date ..           --        (214)         --          --          --         (214)
   Net settlements with The General
   Chemical Group Inc. ............           --    (129,018)         --          --          --     (129,018)
   Issuance of common stock to
   Stockholders ...................           --      53,940     (53,940)         --          --           --
   Net income .....................           --          --          --          --       5,160        5,160    $  5,160
   Foreign currency translation ...           --          --          --          36          --           36          36
                                                                                                                 --------
   Comprehensive income ...........           --          --          --          --          --           --    $  5,196
                                      ----------   ---------    --------    --------    --------    ---------    ========
Balance at December 31, 1999 ......           --          --     (53,940)         36       5,160      (48,744)
   Net loss .......................           --          --          --          --     (48,600)     (48,600)   $(48,600)
   Foreign currency translation ...           --          --          --      (1,401)         --       (1,401)     (1,401)
                                                                                                                 --------
   Comprehensive loss .............           --          --          --          --          --           --    $(50,001)
                                                                                                                 ========
   Other ..........................           --          --        (117)         --          --         (117)
                                      ----------   --------    --------    --------    ---------    --------
Balance at December 31, 2000 ......   $       --   $      --    $(54,057)   $ (1,365)   $(43,440)   $ (98,862)
                                      ==========   =========    ========    ========    ========    =========
</TABLE>

        See the accompanying notes to consolidated financial statements.


                                       22



<PAGE>

                   GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   (Dollars in thousands, except share data)

Note 1 -- Basis of Presentation

      General Chemical Industrial Products Inc. ("GCIP" or 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 was formed on April 30, 1999, as part of the separation by The
General Chemical Group, Inc. ("GCG") of its Manufacturing and Performance
Products businesses from its soda ash and calcium chloride business through a
spinoff (the "Spinoff"), which the GCG effected by distributing the stock of
GenTek Inc. ("GenTek"), its wholly-owned subsidiary on a pro-rata basis to the
shareholders of GCG. In connection with the Spinoff, GCG transferred all of its
soda ash and calcium chloride businesses to the Company. As a result of the
Spinoff, GenTek, became a separate, publicly-traded company on the New York
Stock Exchange. GCG continues to trade using the "GCG" symbol. GCG owns and
operates the Company, and GenTek owns and operates the businesses comprising the
Manufacturing and Performance Products businesses.

      The Spinoff was treated as a reverse spinoff for financial statement
purposes because a greater proportion of GCG's assets and operations are held by
GenTek after the Spinoff. Therefore, the Spinoff has been reflected, for
financial statement presentation, as if GCG is a new company consisting of the
soda ash and calcium chloride business. Included in selling, general and
administrative expense in the accompanying consolidated statement of operations
for the year ended December 31, 1999 are Spinoff-related expenses of $1,900.

      The financial statements include an allocation of certain assets,
liabilities and expenses, including allocations of general corporate overhead
expenses of $1,448, $475 and $0 for the years 1998, 1999 and 2000, respectively.
Net interest expense was allocated assuming the Company's allocated share of
debt would have been $150,000. In the opinion of management, expenses have been
allocated to the Company in a reasonable and consistent basis using management's
estimate of services provided to the Company. However, such allocations are not
necessarily indicative of the level of expenses which might have been incurred
had the Company been operating as a stand-alone entity during the periods
presented, or expected to be incurred after the Spinoff. The accompanying
financial statements reflect the net effect of transfers to or from GenTek as a
component of equity (deficit).

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

Note 2 -- Summary of Significant Accounting Policies

      The accompanying consolidated financial statements reflect the results of
operations and financial position of the Company, including wholly-owned
subsidiaries and General Chemical (Soda Ash) Partners ("GCSAP") of which the
Company owns 51 percent. Minority interests relate solely to partnerships,
primarily GCSAP, in which the Company has a controlling interest. Intercompany
balances and transactions are eliminated in consolidation.

      Taxes on income are computed as if the Company were a stand-alone company
prior to the Spinoff. The provision for income taxes for periods prior to the
Spinoff were calculated as if the Company had filed separate tax returns under
its existing structure.

      Inventories are valued at the lower of cost or market, using the last-in,
first-out ("LIFO") method for most domestic production inventories and the
first-in, first-out ("FIFO") or average-cost method for all other inventories.
Production inventory costs include material, labor and factory overhead.

      Certain property, plant and equipment are carried at cost and are
depreciated using the straight-line method, using estimated lives which range
from 2 to 30 years. Mines and machinery and equipment of GCSAP are depreciated
using the units-of-production method. Approximately 63 percent of machinery and
equipment and 91 percent of mines and quarries are depreciated using the
units-of-production method.


                                       23



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
                    (Dollars in thousands, except share data)

      The Company evaluates the recovery of long-lived assets not held for sale
by measuring the carrying value of these assets against the estimated future
cash flows associated with them. At the time such evaluations indicate that the
future cash flows are not sufficient to recover the carrying value of such
assets, the assets are adjusted to their fair values.

      Deferred financing costs associated with various debt issues are being
amortized over the terms of the related debt using the effective interest
method.

      The Company provides for the expected costs to be incurred for the
eventual reclamation of mining properties pursuant to local law. Land
reclamation costs are being accrued over the estimated remaining life of the
reserves currently under lease. At December 31, 1999 and 2000, the Company had
accruals of $25,982 and $26,772, respectively, for land reclamation. These
amounts are included in other liabilities on the balance sheet.

      The Company recognized deferred tax assets and liabilities based on
differences between financial statement and tax basis of assets and liabilities
using presently enacted tax rates.

      The Company does not hold or issue financial instruments for trading
purposes.

      All highly liquid instruments purchased with a maturity of three months or
less are considered to be cash equivalents.

      The Company recognizes revenue upon shipment of product with provisions
recorded for estimated returns. Included in cost of sales are related shipping
and handling costs.

      In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities ("FAS 133"). FAS 133 requires that all derivative
instruments be measured at fair value and recognized in the balance sheet as
either assets or liabilities. This Statement, as amended, is effective for
fiscal years beginning after June 15, 2000. The Company has adopted this
standard, as amended, on January 1, 2001. The Company has determined that the
adoption of FAS 133 had no impact on the Company's results of operations,
financial condition or cash flows.

      The Company adopted the Financial Accounting Standards Board's Emerging
Issues Task Force consensus 00-10 "Accounting for Shipping and Handling Fees and
Costs," in the fourth quarter of 2000. Application of the consensus resulted in
the reclassification of prior period financial results to reflect shipping and
handling fees as revenue and shipping and handling costs as cost of sales. The
reclassifications had no effect on operating profit (loss) or net income (loss).

Note 3 -- Income Taxes

      Income (loss) before income taxes is as follows:

<TABLE>
<CAPTION>
                                           Years Ended December 31,
                                           ------------------------
                                        1998          1999           2000
                                        ----          ----           ----
<S>                                 <C>            <C>           <C>
      United States ..........      $  8,141       $ 1,910       $ (4,429)
      Foreign ................         4,454         3,466        (60,509)
                                    --------       -------       --------
         Total ...............      $ 12,595       $ 5,376       $(64,938)
                                    ========       =======       ========
</TABLE>

      The components of the income tax provision (benefit) are as follows:

<TABLE>
<CAPTION>
                                           Years Ended December 31,
                                           ------------------------
                                        1998          1999           2000
                                        ----          ----           ----
<S>                                 <C>            <C>           <C>
      United States:
         Current .............      $  3,850       $ 1,527       $  3,783
         Deferred ............        (2,691)       (2,355)        (5,189)
      Foreign:
         Current .............         1,503          (832)       (12,159)
         Deferred ............           (94)        2,153         (2,671)
      State:
         Current .............         1,552           612            201
         Deferred ............          (949)         (675)          (303)
                                    --------       -------       --------
</TABLE>


                                       24



<PAGE>

<TABLE>
<S>                                 <C>            <C>           <C>
         Total ...............      $  3,171       $   430       ($16,338)
                                    ========       =======       ========
</TABLE>


                                       25



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
                    (Dollars in thousands, except share data)

      A summary of the components of deferred tax assets and liabilities is as
follows:

<TABLE>
<CAPTION>
                                                           December 31,
                                                           ------------
                                                          1999        2000
                                                          ----        ----
<S>                                                   <C>          <C>
      Postretirement benefits ....................    $ 11,375     $12,330
      Nondeductible accruals .....................      16,082      18,324
      Foreign operations .........................       1,451       5,231
                                                      --------     -------
         Deferred tax assets .....................      28,908      35,885
                                                      --------     -------
      Property, plant and equipment ..............      16,228         767
      Pensions ...................................       3,494       5,273
      Inventory ..................................         285         278
      Other ......................................       1,429          69
                                                      --------     -------
         Deferred tax liabilities ................      21,436       6,387
                                                      --------     -------
      Valuation allowance ........................       7,850      21,712
                                                      --------     -------
         Net deferred tax (liabilities) assets ...    $   (378)    $ 7,786
                                                      ========     =======
</TABLE>

      The Company had deferred tax assets related to foreign tax credits of
$7,850 and $5,231 at December 31, 1999 and 2000, respectively, against which a
full valuation allowance has been recorded. The Company utilized $11, $3,573 and
$2,619 of previously recorded valuation allowances during 1998, 1999 and 2000,
respectively, primarily related to foreign tax credits that had expired. In
2000, the Company recorded additional valuation allowances of $16,481, primarily
related to the idling of the synthetic soda ash production capacity in
Amherstburg, Ontario, Canada.

      The difference between the Company's effective income tax rate and the
United States statutory rate is reconciled below:

<TABLE>
<CAPTION>
                                                  Years Ended December 31,
                                                  ------------------------
                                                   1998     1999     2000
                                                   ----     ----     ----
<S>                                               <C>      <C>      <C>
      U.S. federal statutory rate ..............   35.0%    35.0%    35.0%
      State income taxes, net of federal benefit    3.1     (0.8)     0.1
      Tax effect of foreign operations .........    2.4      2.0    (10.4)
      Depletion ................................  (16.6)   (31.0)     0.6
      Other ....................................    1.3      2.8     (0.1)
                                                  -----    -----    -----
      Effective income tax rate ................   25.2%     8.0%    25.2%
                                                  =====    =====    =====
</TABLE>

      In connection with the Spinoff, the Company entered into a tax sharing
agreement with GenTek which requires GenTek to indemnify and hold harmless the
Company for consolidated tax liabilities attributable to periods prior to the
Spinoff date.

Note 4 -- Pension Plans and Other Postretirement Benefits

      The Company maintains several defined benefit pension plans covering
substantially all employees. A participating employee's annual postretirement
pension benefit is determined by the employee's credited service and, in most
plans, final average annual earnings with the Company. Vesting requirements are
five years in the U.S. and two years in Canada. The Company's funding policy is
to annually contribute the statutorily required minimum amount as actuarially
determined. The Company also maintains several plans providing postretirement
benefits covering substantially all hourly and certain salaried employees. The
Company funds these benefits on a pay-as-you-go basis. The long-term portion of
accrued postretirement benefit cost of $37,316 and $37,357 at December 31, 1999
and 2000, respectively, is included in other liabilities on the balance sheet.
The Company's share of the consolidated net periodic benefit cost related to
pension benefits, which has been recorded in the accompanying statement of
operations in 2000 and 1999, was $6,605 and $3,828, respectively. The Company's
share of consolidated net periodic benefit cost related to postretirement
benefits, which has been recorded in the accompanying statement of operations in
2000 and 1999, was ($589) and $2,103, respectively. The disclosures for GCG's
Pension Plans and Other Postretirement Benefits reflect the combined entities
prior to the Spinoff for 1998, with the Spinoff reflected in 1999.


                                       26



<PAGE>

<TABLE>
<CAPTION>
                                                                                         Other
                                                   Pension Benefits            Postretirement Benefits
                                                     December 31,                    December 31,
                                                     ------------                    ------------
United States:                               1998        1999       2000       1998       1999       2000
                                             ----        ----       ----       ----       ----       ----
<S>                                        <C>         <C>        <C>        <C>        <C>        <C>
Components of Net Periodic Benefit Cost:

   Service Cost ........................   $  5,645    $ 2,599    $ 2,206    $ 1,568    $   846    $   756
   Interest Cost .......................     14,935      5,606      5,196      4,046      1,300      1,098
   Expected Return on Plan Assets ......    (15,156)    (6,010)    (5,928)        --         --         --
   Amortization of Net
         Prior Service Cost ............        910        813        784     (1,604)      (849)      (840)
         (Gain)/Loss ...................         10         17       (255)      (628)      (239)      (367)
                                           --------    -------    -------    -------    -------    -------
   Net Periodic Benefit Cost ...........   $  6,344    $ 3,025    $ 2,003    $ 3,382    $ 1,058    $   647
                                           ========    =======    =======    =======    =======    =======
</TABLE>

<TABLE>
<CAPTION>
                                                                                     Other
                                                         Pension Benefits   Postretirement Benefits
                                                           December 31,            December 31,
                                                           ------------            ------------
                                                       1999         2000        1999        2000
                                                       ----         ----        ----        ----
<S>                                                 <C>          <C>         <C>         <C>
Change in Benefit Obligation:

   Benefit Obligation at Prior Measurement Date .   $ 236,901    $ 70,323    $ 59,199    $ 14,951
   Service Cost .................................       2,599       2,206         846         756
   Interest Cost ................................       5,606       5,196       1,300       1,098
   Actuarial (Gain)/Loss ........................     (10,779)      4,232      (2,462)        143
   Benefits Paid ................................      (6,635)     (2,640)       (962)     (1,008)
   Spinoff ......................................    (157,369)         --     (42,970)         --
                                                    ---------    --------    --------    --------
   Benefit Obligation at Measurement Date .......   $  70,323    $ 79,317    $ 14,951    $ 15,940
                                                    =========    ========    ========    ========

Change in Plan Assets:

   Fair Value of Assets at Prior Measurement Date   $ 203,988    $ 70,829    $     --    $     --
   Actual Return on Plan Assets .................      29,804       5,296          --          --
   Employer Contributions .......................       3,385       2,967         962       1,008
   Benefits Paid ................................      (6,635)     (2,640)       (962)     (1,008)
   Spinoff ......................................    (159,713)         --          --          --
                                                    ---------    --------    --------    --------
   Fair Value of Assets at Measurement Date .....   $  70,829    $ 76,452    $     --    $     --
                                                    =========    ========    ========    ========

Reconciliation of Funded Status:

   Funded Status ................................   $     506    $ (2,865)   $(14,951)   $(15,940)
   Unrecognized Net
         Prior Service Cost .....................       4,121       3,337      (4,536)     (3,696)
         Gain ...................................     (16,213)    (11,094)     (4,296)     (3,786)
                                                    ---------    --------    --------    --------
   Net Amount Recognized ........................   $ (11,586)   $(10,622)   $(23,783)   $(23,422)
                                                    =========    ========    ========    ========
</TABLE>


                                       27



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                    (Dollars in thousands, except share data)

            The assumptions used in accounting for the plans were as follows:

<TABLE>
<CAPTION>
                                                               1998     1999     2000
                                                               ----     ----     ----
<S>                                                          <C>      <C>      <C>
      Discount rate .......................................  6 3/4%   7 1/2%   7 1/2%
      Long-term rate of return on assets ..................      9%       9%       9%
      Average rate of increase in employee compensation ...      5%       5%       5%
</TABLE>

      The assumption used in accounting for the medical plans in 2000 was a 7.5
percent health care cost trend rate. A one percent increase in the health care
trend rate would increase the accumulated postretirement benefit obligation by
$626 at year-end 2000 and the net periodic cost by $37 for the year. A one
percent decrease in the health care trend rate would decrease the accumulated
postretirement benefit obligation by $699 at year-end 2000 and the net periodic
cost by $42 for the year.

      The assumption used in accounting for the plans in 1999 was a 7.5 percent
health care cost trend rate.

      The dates used to measure plan assets and liabilities were October 31,
1999 and 2000 for all plans. Pension plan assets are invested primarily in
stocks, bonds, short-term securities and cash equivalents.

<TABLE>
<CAPTION>
                                                                                      Other
                                                  Pension Benefits           Postretirement Benefits
CANADA:                                             December 31,                   December 31,
                                                    ------------                   ------------
                                             1998       1999       2000       1998     1999     2000
                                             ----       ----       ----       ----     ----     ----
<S>                                        <C>        <C>        <C>        <C>      <C>      <C>
Components of Net Periodic Benefit Cost:
    Service Cost .......................   $ 1,463    $ 1,481    $ 1,380    $  332   $  317   $   298
    Interest Cost ......................     3,789      3,728      3,944     1,014      905       975
    Expected Return on Plan Assets .....    (4,881)    (4,980)    (5,368)       --       --        --
    Curtailment loss ...................        --         --        397        --       --        --
    Settlement (gain) loss .............        --         --      4,071        --       --    (2,509)
Amortization of Net
        Prior Service Cost .............        84         79         78        --       --        --
        Loss ...........................       458        541        100        --       --        --
                                           -------    -------    -------    ------   ------   -------
Net Periodic Benefit Cost ..............   $   913    $   849    $ 4,602    $1,346   $1,222   $(1,236)
                                           =======    =======    =======    ======   ======   =======
</TABLE>

<TABLE>
<CAPTION>
                                                                                  Other
                                                    Pension Benefits     Postretirement Benefits
                                                      December 31,            December 31,
                                                  --------    --------    --------    --------
                                                    1999        2000        1999        2000
                                                  --------    --------    --------    --------
<S>                                               <C>         <C>         <C>         <C>
Change in Benefit Obligation:
   Benefit Obligation at Prior Measurement Date   $ 59,605    $ 52,859    $ 13,690    $ 12,906
   Service Cost ...............................      1,520       1,378         324         298
   Interest Cost ..............................      3,823       3,938         922       1,016
   Actuarial Gain .............................     (4,996)         --        (790)        (42)
   Foreign Currency Translation ...............        124         (55)         30         (12)
   Benefits Paid ..............................     (3,108)     (3,341)       (394)       (418)
   Spinoff ....................................     (4,109)         --        (876)         --
   Settlement loss (gain) .....................         --       2,825          --      (2,415)
                                                  --------    --------    --------    --------
   Benefit Obligation at Measurement Date .....   $ 52,859    $ 57,604    $ 12,906    $ 11,333
                                                  ========    ========    ========    ========
</TABLE>


                                       28



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                    (Dollars in thousands, except share data)

<TABLE>
<CAPTION>
                                                      Pension Benefits     Postretirement Benefits
                                                        December 31,            December 31,
                                                        ------------            ------------
                                                      1999        2000        1999        2000
                                                      ----        ----        ----        ----
<S>                                                 <C>         <C>         <C>         <C>
Change in Plan Assets

   Fair Value of Assets at Prior Measurement Date   $ 62,805    $ 60,964    $     --    $     --
   Actual Return on Plan Assets .................      4,857      10,119          --          --
   Employer Contributions .......................        923       1,039         394         418
   Foreign Currency Translation .................        131         (63)         --          --
   Benefits Paid ................................     (3,108)     (3,341)       (394)       (418)
   Spinoff ......................................     (4,644)         --          --          --
                                                    --------    --------    --------    --------
   Fair Value of Assets at Measurement Date .....   $ 60,964    $ 68,718    $     --    $     --
                                                    ========    ========    ========    ========

Reconciliation of Funded Status

   Funded Status ................................   $  8,105    $ 11,114    $(12,906)   $(11,331)
   Unrecognized Net Prior Service Cost ..........        582         112          --          --
   (Gain)/Loss ..................................      7,635       1,524        (512)       (421)
                                                    --------    --------    --------    --------
   Net Amount Recognized ........................   $ 16,322    $ 12,750    $(13,418)   $(11,752)
                                                    ========    ========    ========    ========
</TABLE>

      The assumptions used in accounting for the plans were as follows:

<TABLE>
<CAPTION>
                                                           1998    1999    2000
                                                           ----    ----    ----
<S>                                                      <C>     <C>     <C>
Estimated discount rate ...............................  6 3/4%  7 1/2%  7 1/2%
Estimated long-term rate of return on assets ..........       9%      9%      9%
Average rate of increase in employee compensation .....  5 1/4%  5 1/4%  5 1/4%
</TABLE>

      The assumption used in accounting for the medical plans in 2000 was an 8.4
percent health care cost trend rate (decreasing to 6 percent in 2003 and
beyond). A one percent increase in the health care trend rate would increase the
accumulated postretirement benefit obligation by $2,575 at year-end 2000 and the
net periodic cost by $293 for the year. A one percent decrease in the health
care trend rate would decrease the accumulated postretirement benefit obligation
by $2,039 at year-end 2000 and the net periodic cost by $228 for the year.

      The assumption used in accounting for the plans in 1999 was an 8.4 percent
health care cost trend (decreasing to 6 percent in the year 2003 and beyond).

      The dates used to measure plan assets and liabilities were October 31,
1999 and 2000 for all plans. Plan assets are invested primarily in stocks,
bonds, short-term securities and cash equivalents.

Note 5 -- Commitments and Contingencies

      Future minimum rental payments for operating leases (primarily for
transportation equipment, offices and warehouses) having initial or remaining
noncancellable lease terms in excess of one year as of December 31, 2000 are as
follows:

<TABLE>
<CAPTION>
      Years Ending December 31,
<S>                                                                <C>
        2001............................................           $13,210
        2002............................................             9,181
        2003............................................             7,822
        2004............................................             7,393
        2005............................................             7,262
        Thereafter .....................................            22,578
                                                                   -------
                                                                   $67,446
                                                                   =======
</TABLE>

      Rental expense for the years ended December 31, 1998, 1999 and 2000 was
$13,913, $12,408 and $11,096 respectively.


                                       29



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
                    (Dollars in thousands, except share data)

      Parent Guaranty and Transfer Agreement. A restated parent guaranty and
transfer agreement between New Hampshire Oak, a wholly-owned subsidiary of GCG
and the parent of General Chemical Industrial Products Inc. ("GCIP"), and ACI
International Limited and TOSOH America, Inc. provides that in the event that
either New Hampshire Oak, ACI International Limited or TOSOH America, Inc. (such
entities being referred to as a "transferring parent" or "nontransferring
parent" as the context requires) proposes to sell or otherwise transfer or cause
to be sold or transferred the voting securities of GCIP, The Andover Group, Inc.
or TOSOH Wyoming, Inc. (the respective subsidiaries constituting the partners of
GCSAP) as the case may be, the nontransferring parents will have the following
options: (1) to purchase the transferring parent's subsidiary's interest in
GCSAP at fair market value; (2) to require the transferring parent to purchase
the nontransferring parents' subsidiaries' interests in GCSAP at fair market
value; (3) to buy the voting securities to be sold by the transferring parent on
the same terms and conditions and at the same price as the transferring parent
proposes to sell or otherwise transfer or cause to be sold or transferred such
voting securities; or (4) to cause the proposed transferee to purchase the
nontransferring parents' subsidiaries' interests in GCSAP for a price reflecting
the price to be paid by the proposed transferee for such voting securities. In
the event that New Hampshire Oak ceases to own at least 51 percent of GCIP while
GCIP is a partner, GCIP shall pay to The Andover Group, Inc. $2,833.

      The Company is involved in certain claims, litigation, administrative
proceedings and investigations relative to environmental matters. Although the
amount of any ultimate liability which could arise with respect to these matters
cannot be accurately predicted, it is the opinion of management, based upon
currently available information and the accruals established, that any such
liability will have no material adverse effect on the Company's financial
condition, results of operations or cash flows.

      On March 13, 2000, the Company's Canadian subsidiary received a letter
from Environment Canada ("EC"). The letter informed the Company that it faces an
alleged violation of the Canadian Fisheries Act, R.S.C., as amended, with
respect to effluent discharges at its Amherstburg, Ontario facility. According
to EC, the Company's chloride level of its effluent discharged to the Detroit
River exceeded permitted levels. The Company believes that the idling of
synthetic soda ash production capacity in 2001 will improve the quality of the
effluent such that it will substantially comply with the Fisheries Act
requirements and has discussed this matter with the EC. As a result, the EC has
informally agreed to suspend further action on this matter pending completion of
the idling of Amherstburg soda ash production. Because of the foregoing, the
Company does not believe that any additional expenses and/or capital
expenditures will be incurred in connection with this matter which would be
material to the Company's results of operations and/or financial condition,
although no such assurances can be given.

Note 6 -- Additional Financial Information

      The following are summaries of selected balance sheet items:

<TABLE>
<CAPTION>
RECEIVABLES                                             December 31,
                                                        ------------
                                                     1999          2000
                                                     ----          ----
<S>                                                <C>           <C>
      Trade ..................................     $ 54,526      $ 54,783
      Other ..................................        6,123         6,624
      Allowance for doubtful accounts ........       (2,679)       (2,535)
                                                   --------      --------
                                                   $ 57,970      $ 58,872
                                                   ========      ========
</TABLE>

<TABLE>
<CAPTION>
INVENTORIES                                             December 31,
                                                        ------------
                                                     1999          2000
                                                     ----          ----
<S>                                                <C>           <C>
      Raw materials ..........................     $  3,603      $  3,165
      Work in process ........................        1,301         1,665
      Finished products ......................       12,704        10,743
      Supplies and containers ................        7,683         6,134
                                                   --------      --------
                                                   $ 25,291      $ 21,707
                                                   ========      ========
</TABLE>

      Inventories valued at LIFO amounted to $2,883, and $2,573 at December 31,
1999 and 2000, respectively, which were below estimated replacement cost by
$2,193 and $2,042 respectively. The impact of LIFO liquidations in 1999 and 2000
was not significant.


                                       30



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
                    (Dollars in thousands, except share data)

<TABLE>
<CAPTION>
PROPERTY, PLANT AND EQUIPMENT
                                                            December 31,
                                                            ------------
                                                          1999         2000
                                                          ----         ----
<S>                                                    <C>          <C>
      Land and improvements ........................   $  23,162    $  24,185
      Machinery and equipment ......................     232,120      210,089
      Buildings and leasehold improvements .........      28,851       16,482
      Construction-in-progress .....................      19,768        3,590
      Mines and quarries ...........................      16,876       16,751
                                                       ---------    ---------
                                                         320,777      271,097
      Less accumulated depreciation and amortization    (170,739)    (162,214)
                                                       ---------    ---------
                                                       $ 150,038    $ 108,883
                                                       =========    =========
</TABLE>

<TABLE>
<CAPTION>
ACCRUED LIABILITIES
                                                            December 31,
                                                            ------------
                                                          1999         2000
                                                          ----         ----
<S>                                                    <C>          <C>
      Restructuring reserve ........................   $      --    $  16,111
      Wages, salaries and benefits .................      11,531       10,416
      Taxes, other than income taxes ...............       7,866        8,065
      Interest .....................................       1,787        1,784
      Other ........................................      10,594        7,574
                                                       ---------    ---------
                                                       $  31,778    $  43,950
                                                       =========    =========
</TABLE>

Note 7 - Sale of Assets

      In the third quarter of 2000, the Company sold a quarry at its
Amherstburg, Ontario, Canada location for $8.1 million, resulting in a pretax
gain of $7.7 million.

Note 8- Restructuring Charge

      In the fourth quarter of 2000, the Company recorded a pretax restructuring
charge, including related asset writedowns and workforce reductions, of $59.8
million. The restructuring involves the idling of the Company's synthetic soda
ash production capacity in Amherstberg, Ontario, Canada which results in the
writedown of long-lived assets and workforce reductions of approximately 250
hourly and salary employees. The Company is idling this capacity because it
requires substantially more resources - principally costly natural gas and
necessary capital improvements - for the Company to manufacture synthetic soda
ash at Amherstburg than to manufacture natural soda ash at its production
facility in Green River, Wyoming. The Company will shift production from its
relatively high-cost synthetic soda ash facility in Amherstburg to its
lower-cost natural soda ash facility in Green River, thereby eliminating cash
operating losses incurred in operating the Amherstburg facility and reducing its
exposure to fluctuations in energy prices. It is expected that the restructuring
actions will be substantially completed by December 31, 2001.

      The cash and noncash elements of the restructuring charge approximate
$16.3 million and $43.5 million, respectively. The components of the
restructuring charge are as follows:

<TABLE>
<CAPTION>
                                                                                          Balance at
                                          Original Accrual   Utilized Cash   Noncash   December 31, 2000
                                          ----------------   -------------   -------   -----------------
<S>                                           <C>                <C>         <C>            <C>
      Writedown of long-lived assets ...      $40,203            $    --     $40,203        $    --
      Employee severance and termination
         benefits ......................        8,598                 --          --          8,598
      Site preparation costs ...........        4,641                 --          --          4,641
      Other (1) ........................        6,360                178       3,310          2,872
                                              -------            -------     -------        -------
                                              $59,802            $   178     $43,513        $16,111
                                              =======            =======     =======        =======
</TABLE>

(1)   Primarily includes writedown of inventories, contract termination fees and
      environmental compliance.


                                       31



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
                    (Dollars in thousands, except share data)

Note 9 -- Related Party Transactions

MANAGEMENT AGREEMENT

      GCG is party to a management agreement with Latona Associates Inc. (which
is controlled by the controlling stockholder of GCG) under which GCG receives
corporate supervisory and administrative services and strategic guidance for a
quarterly fee. This management fee was $1,140, $1,484, and $1,595 in 1998, 1999
and 2000, respectively.

TRANSITION SUPPORT AGREEMENT

      GCG and GenTek entered into various transition support agreements that
provide mechanisms for an orderly transition after the Spinoff. For the years
ended December 31, 1999 and 2000, the Company paid GenTek $2,474 and $1,692
related to these transition support agreements.

OTHER TRANSACTION

      The Company supplies soda ash and calcium chloride to GenTek. For the
years ended December 31, 1998, 1999 and 2000, sales to GenTek amounted to
$5,336, $14,696 and $4,389, respectively.

Note 10 -- Long-term Debt

      Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                                                      December 31,
                                                                      ------------
                                                      Maturities     1999       2000
                                                      ----------     ----       ----
<S>                                                      <C>       <C>        <C>
$85 Million Revolving Credit Facility-floating rate      2004      $ 50,919   $ 49,314
Senior Subordinated Notes -- 10 5/8% ..............      2009       100,000    100,000
                                                                   --------   --------
Total Debt ........................................                 150,919    149,314
         Less: Current Portion ....................                      --         --
                                                                   --------   --------
Net Long-Term Debt ................................                $150,919   $149,314
                                                                   ========   ========
</TABLE>

      On April 30, 1999, in connection with the Spinoff, the Company and its
Canadian subsidiary, General Chemical Canada Ltd., entered into an $85,000
revolving credit facility ("Credit Facility") with certain lenders party
thereto; The Chase Manhattan Bank, as Administrative Agent, 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. Of this amount, up to $60,000 is available for borrowing by the Canadian
subsidiary. In addition, on April 30, 1999, GCIP issued and sold $100,000
aggregate principal amount of 10 5/8% Senior Subordinated Notes due 2009.

      The Company applied the proceeds of its initial borrowing under the Credit
Facility and a portion of the proceeds of the offering of its Senior
Subordinated Notes to repay approximately $127 million of pre-Spinoff debt. On
November 9, 1999, GCIP completed an exchange offer pursuant to which all of
GCIP's unregistered 10 5/8% Senior Subordinated Notes due 2009 (issued on April
30, 1999) were exchanged for registered 10 5/8% Senior Subordinated Notes due
2009 that are identical to the terms of the unregistered notes. The Securities
and Exchange Commission declared effective GCIP's Registration Statement on Form
S-4 with respect to such registered notes on October 6, 1999.

      The Senior Subordinated Notes are unsecured while the $85 million Credit
Facility is secured by 100 percent of the capital stock of GCIP, 100 percent of
the owned capital stock of, and guarantees from, the direct and indirect
domestic subsidiaries of the Company, 65 percent of certain owned foreign
subsidiaries of the Company and substantially all of the other assets of the
Company. In addition, the portion of the Credit Facility available to the
Company's Canadian subsidiary is secured by substantially all of the assets of
the Company's Canadian subsidiary. The Senior Subordinated Notes and the Credit
Facility contain certain covenants with respect to additional indebtedness,
preferred stock issued by subsidiaries, restricted payments, transactions with
affiliates, liens, dividends and other payment instructions affecting
subsidiaries, consolidations, mergers, the sale of assets and financial tests.
Prior to the Spinoff, the Company paid a regular quarterly cash dividend to
holders of its Common Stock. The Company has not paid dividends since the
Spinoff and does not expect to pay cash dividends in the foreseeable future.


                                       32



<PAGE>



                                       33



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Continued)
                    (Dollars in thousands, except share data)

      On March 7, 2001, the Company and its bank lenders finalized amendments to
the financial covenants and other terms of the Company's bank credit agreement.
The Company was not in compliance with these financial covenants as of December
31, 2000. The amendments, which are retroactive to December 31, 2000, provide
for more flexible financial covenants for 2001 and 2002 and more restrictive
covenants regarding restricted payments, investments, incurrence of
indebtedness, capital expenditures, sale of assets and related matters during
these two years. In addition, the maximum amount that the Company may borrow
under its bank credit facility during 2001 and 2002 has been reduced from $85
million to $65 million, but this availability will increase to $70 million upon
the receipt of $10 million of proceeds from an issuance of common stock by the
Company.

      GCG intends to raise $10 million of equity through a rights offering,
pursuant to which the shareholders of GCG will receive rights to subscribe for
and purchase newly-issued shares of the GCG's common stock. The Company expects
to file by the end of March 2001 a registration statement on Form S-3 with the
Securities and Exchange Commission seeking to register the securities necessary
to effect the rights offering. PMM GCG Investment LLC, a company wholly-owned
and controlled by Paul M. Montrone (the controlling shareholder of GCG and the
Chairman of its Board of Directors), and the Montrone Family Trusts, has advised
GCG that it intends to fully exercise all rights granted to Paul M. Montrone and
the Montrone Family Trusts, as well as to purchase any shares not subscribed for
by the GCG's other shareholders in the rights offering, thereby ensuring that
the GCG will receive gross proceeds of $10 million in the offering. Upon receipt
of these proceeds, the amount that the Company may borrow under its bank credit
facility during 2001 and 2002 will increase from $65 million to $70 million.

Note 11 -- Financial Instruments

FAIR VALUE OF FINANCIAL INSTRUMENTS

      The estimated fair values of the Company's financial instruments are as
follows:

<TABLE>
<CAPTION>
                                December 31, 1999       December 31, 2000
                                -----------------       -----------------
                              Carrying      Fair      Carrying      Fair
                               Amount      Value       Amount      Value
                               ------      -----       ------      -----
<S>                           <C>         <C>         <C>         <C>
      Long-term debt .....    $150,919    $149,919    $149,314    $ 85,314
</TABLE>

      The fair values of cash and cash equivalents, receivables and payables
approximate their carrying values due to the short-term nature of the
instruments.

      The fair value of the Company's long-term debt was based on quoted market
prices for publicly traded notes and discounted cash flow analyses on its
nontraded debt.

Note 12 -- Geographic Information

      Information regarding geographic areas at December 31, and for each of the
years then ended is as follows:

<TABLE>
<CAPTION>
                             Net Revenues                          Operating Profit (Loss)       Long-Lived Assets(4)
                             ------------                          -----------------------       --------------------
                        1998         1999         2000         1998        1999         2000         1999        2000
                        ----         ----         ----         ----        ----         ----         ----        ----
<S>                <C>          <C>          <C>          <C>         <C>          <C>          <C>         <C>
United States(1)   $ 220,178    $ 223,944    $ 223,880    $  32,403   $  23,891    $  17,644    $ 101,877   $ 105,810
Foreign(2) .....     107,157      118,392      107,315        8,646       6,716      (63,996)      70,483      21,497
Elimination(3) .     (23,711)     (29,719)     (34,673)          --          --           --           --          --
                   ---------    ---------    ---------    ---------   ---------    ---------    ---------   ---------
                   $ 303,624    $ 312,617    $ 296,522    $  41,049   $  30,607    $ (46,352)   $ 172,360   $ 127,307
                   =========    =========    =========    =========   =========    =========    =========   =========
</TABLE>

----------
(1)   Includes export sales of $69,544, $75,638 and $70,020 for the years ended
      December 31, 1998, 1999 and 2000, respectively.
(2)   Principally Canada.
(3)   Sales between geographic areas are recorded at prices comparable to market
      prices charged to third-party customers and are eliminated in
      consolidation.
(4)   Represents all noncurrent assets except deferred tax assets and financial
      investments.


                                       34



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (Concluded)
                    (Dollars in thousands, except share data)

Note 13 -- Unaudited Quarterly Information

                                                  1999
                                                  ----
                        First       Second       Third      Fourth         Year
                        -----       ------       -----      ------         ----

Net revenues ....     $74,870      $84,237     $78,073     $75,437     $312,617
Gross profit ....      10,204       15,243      12,402      11,805       49,654
Net income ......         979        2,295       1,114         558        4,946

                                                  2000
                                                  ----
                        First       Second       Third      Fourth         Year
                        -----       ------       -----      ------         ----
Net revenues ....     $65,909      $80,013     $74,302     $76,298     $296,522
Gross profit ....       8,302        9,150       9,795       3,195       30,442
Net income (loss)      (1,256)         185       3,263     (50,792)     (48,600)

Item 9. Changes In and Disagreements with Accountants on Accounting and
        Financial Disclosure

      None.


                                       35



<PAGE>

                                    PART III

Item 10. Directors and Executive Officers of the Registrant

      Directors. For information relating to the Company's Directors, Delyle W.
Bloomquist and David S. Graziosi, see the information under the caption
"Employee/Labor Relations" in Part I of this report.

      Executive Officers. For information relating to the Company's executive
officers, see the information under the caption "Employees/Labor Relations" in
Part I of this report.

Item 11. Executive Compensation

      Executive Compensation. For information relating to the compensation of
the Company's executives, see the information under the caption "Compensation of
Directors and Executive Officers" in the GCG's Proxy Statement, which is hereby
incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management

      GCG, the parent company of the Company, is the sole record beneficial
owner of the Company's Common Stock.

Item 13. Certain Relationships and Related Transactions

            Certain Relationships and Related Transactions. For information
relating to certain relationships and related transactions of the Company, see
the information under the caption "Certain Relationships and Transactions" in
General Chemical Group's Proxy Statement, which is hereby incorporated by
reference.


                                       36



<PAGE>

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 10-K.

Exhibit
    No.                    Description
    ---                    -----------
    *3.1 -- Amended and Restated Certificate of Incorporation of the Company
    *3.2 -- Amended and Restated By-Laws of the Company
    *4.1 -- Specimen Certificate for shares of Common Stock, $.01 par value, of
            the Company
   *10.1 -- Agreement dated as of March 15, 1996 between Paul M. Montrone and
            the Company
   +10.4 -- Restated Environmental Matters Agreement among Allied-Signal,
            Henley, The Wheelabrator Group Inc., New Hampshire Oak, Inc., and
            Fisher Scientific Group Inc., dated as of February 26, 1986, as
            amended and restated as of July 28, 1989
   +10.5 -- Second Amended and Restated Partnership Agreement of GCSAP dated
            June 30, 1992, among General Chemical, The Andover Group, Inc., and
            TOSOH Wyoming, Inc.
   +10.6 -- Amended and Restated Parent Guaranty and Transfer Agreement dated
            June 30, 1992, among New Hampshire Oak, Inc., ACI International
            Limited and TOSOH America, Inc.
   *10.7 -- The General Chemical Group Inc. Deferred Compensation Plan for
            Non-Employee Directors
   *10.8 -- The General Chemical Group Inc. Retirement Plan for Non-Employee
            Directors
   *10.9 -- The General Chemical Group Inc. Restricted Unit Plan for
            Non-Employee Directors
  *10.10 -- The General Chemical Group Inc. 1996 Stock Option and Incentive Plan
  *10.11 -- The General Chemical Group Inc. Performance Plan
  *10.12 -- The General Chemical Group Inc. Restricted Unit Plan
  +10.13 -- First Amendment to General Chemical Corporation Equity Program,
            effective as of October 1, 1993.
  *10.14 -- General Chemical Group Dividend Award Program, as amended December
            15, 1995, effective as of October 1, 1993
  *10.15 -- General Chemical Corporation Supplemental Savings and Retirement
            Plan
 **10.16 -- Employee Benefits Agreement among The General Chemical Group Inc.
            and GenTek Inc.
 **10.17 -- Intellectual Property Agreement among the Company, General Chemical
            Corporation, GenTek, Inc. and The General Chemical Group Inc.
 **10.18 -- Credit Agreement, dated as of April 30, 1999, among the Company, and
            General Chemical Canada Ltd. as Borrowers, the several Lenders from
            time to time parties thereto, The Chase Manhattan Bank, as
            Administrative Agent, 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.
***10.19 -- First Amendment, dated as of March 7, 2001, to the Credit Agreement
            referred to in Exhibit 10.18.
 **10.20 -- Guarantee and Collateral Agreement, dated as of April 30, 1999, made
            by the Company, and certain of its subsidiaries in favor of the
            Chase Manhattan Bank, as Collateral Agent. Incorporated by reference
            to the relevant exhibit to the GCG First Quarter 1999 10-Q
 **10.21 -- Amended and Restated Management Agreement, dated as of April 30,
            1999, between Latona Associates Inc. and The General Chemical Group
            Inc. Incorporated by reference to the relevant exhibit to The
            General Chemical Group Inc.'s 10-Q for the three months ended June
            30, 1999 with the Securities and Exchange Commission on August 16,
            1999 (the "GCG Second Quarter 10-Q")
 **10.22 -- Tax Sharing Agreement, dated as of April 30, 1999, between The
            General Chemical Group Inc. and GenTek Inc.
 **10.23 -- Sublease Agreement, dated as of April 30, 1999, between the Company
            and General Chemical Corporation


                                       37



<PAGE>

Exhibit
    No.                    Description                                      Page
    ---                    -----------                                      ----

      11 -- Statement regarding computation of per share earnings
    **22 -- Subsidiaries of the Company

----------

*     Incorporated by reference to the relevant exhibit to the Company's
      Registration Statement on form S-1 filed with the Securities and Exchange
      Commission (the "SEC") on May 3, 1996, File No. 33-83766.

**    Incorporated by reference to the relevant exhibit to the Company's
      Registration Statement on Form S-4 filed with the SEC on September 30,
      1999, File No. 333-81469.

***   Incorporated by reference to the relevant exhibit to The General Chemical
      Group Inc.'s Annual Report on Form 10-K for the fiscal year ended December
      31, 2000 filed with the SEC on March 28, 2001.

+     Incorporated by reference to the relevant exhibit to General Chemical
      Corporation's Registration Statement filed with the SEC on August 11,
      1993, File No. 33-64824.

++    Incorporated by reference to the relevant exhibit to General Chemical
      Corporation's Annual Report on Form 10-K for the fiscal year ended
      December 31, 1993 filed with the SEC.

Financial Statements

      See Item 8, beginning on page 14.

Financial Statement Schedules

      See Index to Financial Statement Schedules on page 35.

Reports on Form 8-K

      Form 8-K dated November 27, 2000 was filed by GCG on December 1, 2000
reporting under Item 5 plans to idle synthetic soda ash production capacity in
Amherstburg, Ontario, Canada, as more fully discussed in the Annual Report.


                                       38



<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d) of the Securities Act
of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, in Hampton, State of New
Hampshire on the 28th day of March 2001.

                                      GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.

                                              By: /s/ DAVID S. GRAZIOSI
                                                  -----------------------------
                                                  David S. Graziosi
                                                  Vice President, Chief
                                                  Financial Officer and Director
                                                  March 28, 2001

      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.

Signature                  Capacity                               Date
---------                  --------                               ----


/s/ DELYLE W. BLOOMQUIST   President, Chief Executive Officer     March 28, 2001
------------------------   (Principal Executive Officer) and
(Delyle W. Bloomquist)     Director


/s/ DAVID S. GRAZIOSI      Vice President, Chief Financial        March 28, 2001
------------------------   Officer (Principal Financial and
(David S. Graziosi)        Accounting Officer) and Director


                                       39



<PAGE>

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
                     INDEX TO FINANCIAL STATEMENT SCHEDULES

Schedule II  -- Valuation and Qualifying Accounts...............................

      Schedules required by Article 12 of Regulation S-X, other than those
listed above, are omitted because of the absence of the conditions under which
they are required or because the required information is included in the
consolidated financial statements or notes thereto.


                                       40



<PAGE>

                                                                     SCHEDULE II

                    GENERAL CHEMICAL INDUSTRIAL PRODUCTS INC.
                        VALUATION AND QUALIFYING ACCOUNTS

<TABLE>
<CAPTION>
                                                                          Translation
                                      Balance at   Additions  Deductions   Adjustment   Balance at
                                       Beginning  Charged to    from          During      End of
                                      of Period     Income     Reserves       Period      Period
                                      ---------     ------     --------       ------      ------
                                                            (In thousands)
<S>                                     <C>         <C>         <C>          <C>          <C>
Year ended December 31, 1998
   Allowance for doubtful accounts      $2,689      $    5      $   (5)      $  (31)      $2,658
Year ended December 31, 1999
   Allowance for doubtful accounts      $2,658      $   --      $   --       $   21       $2,679
Year ended December 31, 2000
   Allowance for doubtful accounts      $2,679      $  397      $ (526)      $  (15)      $2,535
</TABLE>



                                       41



<PAGE>

                                  EXHIBIT INDEX

Exhibit
    No.                    Description                                      Page
    ---                    -----------                                      ----

    *3.1 -- Amended and Restated Certificate of Incorporation of the Company
    *3.2 -- Amended and Restated By-Laws of the Company ....................
    *4.1 -- Specimen Certificate for shares of Common Stock, $.01 par value, of
            the Company ....................................................
   *10.1 -- Agreement dated as of March 15, 1996 between Paul M. Montrone and
            the Company ....................................................
   +10.4 -- Restated Environmental Matters Agreement among Allied-Signal,
            Henley, The Wheelabrator Group Inc., New Hampshire Oak, Inc., and
            Fisher Scientific Group Inc., dated as of February 26, 1986, as
            amended and restated as of July 28, 1989 .......................
   +10.5 -- Second Amended and Restated Partnership Agreement of GCSAP dated
            June 30, 1992, among General Chemical, The Andover Group, Inc., and
            TOSOH Wyoming, Inc. ............................................
   +10.6 -- Amended and Restated Parent Guaranty and Transfer Agreement dated
            June 30, 1992, among New Hampshire Oak, Inc., ACI International
            Limited and TOSOH America, Inc. ................................
   *10.7 -- The General Chemical Group Inc. Deferred Compensation Plan for
            Non-Employee Directors .........................................
   *10.8 -- The General Chemical Group Inc. Retirement Plan for Non-Employee
            Directors ......................................................
   *10.9 -- The General Chemical Group Inc. Restricted Unit Plan for
            Non-Employee Directors .........................................
  *10.10 -- The General Chemical Group Inc. 1996 Stock Option and Incentive Plan
  *10.11 -- The General Chemical Group Inc. Performance Plan ...............
  *10.12 -- The General Chemical Group Inc. Restricted Unit Plan ...........
  +10.13 -- First Amendment to General Chemical Corporation Equity Program,
            effective as of October 1, 1993. ...............................
  *10.14 -- General Chemical Group Dividend Award Program, as amended December
            15, 1995, effective as of October 1, 1993.......................
  *10.15 -- General Chemical Corporation Supplemental Savings and Retirement
            Plan ...........................................................
 **10.16 -- Employee Benefits Agreement among The General Chemical Group Inc.
            and GenTek Inc. ................................................
 **10.17 -- Intellectual Property Agreement among the Company, General Chemical
            Corporation, GenTek, Inc. and The General Chemical Group Inc. ..
 **10.18 -- Credit Agreement, dated as of April 30, 1999, among the Company, and
            General Chemical Canada Ltd. as Borrowers, the several Lenders from
            time to time parties thereto, The Chase Manhattan Bank, as
            Administrative Agent, 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. ...........................................
***10.19 -- First Amendment, dated as of March 7, 2001, to the Credit Agreement
            referred to in Exhibit 10.18. ..................................
 **10.20 -- Guarantee and Collateral Agreement, dated as of April 30, 1999, made
            by the Company, and certain of its subsidiaries in favor of the
            Chase Manhattan Bank, as Collateral Agent. Incorporated by reference
            to the relevant exhibit to the GCG First Quarter 1999 10-Q .....
 **10.21 -- Amended and Restated Management Agreement, dated as of April 30,
            1999, between Latona Associates Inc. and The General Chemical Group
            Inc. Incorporated by reference to the relevant exhibit to The
            General Chemical Group Inc.'s 10-Q for the three months ended June
            30, 1999 with the Securities and Exchange Commission on August 16,
            1999 (the "GCG Second Quarter 10-Q") ...........................
 **10.22 -- Tax Sharing Agreement, dated as of April 30, 1999, between The
            General Chemical Group Inc. and GenTek Inc. ....................
 **10.23 -- Sublease Agreement, dated as of April 30, 1999, between the Company
            and General Chemical Corporation ...............................


                                       42



<PAGE>

Exhibit
    No.                    Description                                      Page
    ---                    -----------                                      ----

      11 -- Statement regarding computation of per share earnings
    **22 -- Subsidiaries of the Company


*     Incorporated by reference to the relevant exhibit to the Company's
      Registration Statement filed with the Securities and Exchange Commission
      (the "SEC") on May 3, 1996, File No. 33-83766.

**    Incorporated by reference to the relevant exhibit to the Company's
      Registration Statement on Form S-4 filed with the SEC on September 30,
      1999, File No. 333-81469.

***   Incorporated by reference to the relevant exhibit to The General Chemical
      Group Inc.'s Annual Report on Form 10-K for the fiscal year ended December
      31, 2000 filed with the SEC on March 28, 2001.

+     Incorporated by reference to the relevant exhibit to General Chemical
      Corporation's Registration Statement filed with the SEC on August 11,
      1993, File No. 33-64824.

++    Incorporated by reference to the relevant exhibit to General Chemical
      Corporation's Annual Report on Form 10-K for the fiscal year ended
      December 31, 1993 filed with the Securities and Exchange Commission.


                                       43



                          STATEMENT OF DIFFERENCES
                          ------------------------

 The dagger symbol shall be expressed as................................ 'D'