SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 14, 1997
W. R. GRACE & CO.
(Exact name of registrant as specified in its charter)
Delaware 1-12139 65-0654331
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
One Town Center Road, Boca Raton, Florida 33486-1010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 561/362-2000
Item 5. Other Events.
On August 14, 1997, W. R. Grace & Co. ("Grace") and
Sealed Air Corporation ("Sealed Air") announced that they had
entered into an Agreement and Plan of Merger, dated as of
August 14, 1997 (the "Merger Agreement"), pursuant to which
Grace's packaging business ("Packaging") would combine with
Sealed Air (the "Merger") immediately following a spin-off of
Grace's specialty chemicals businesses (the "Spin-off").
In connection with the Spin-off and Merger, Grace
will contribute its specialty chemicals businesses to a newly
formed wholly owned subsidiary of Grace ("New Grace"), which
will become a publicly traded company that will retain the name
"W. R. Grace & Co." Prior to the Spin-off, New Grace will
receive approximately $1.2 billion from Packaging and Grace
(the "Contribution"). The indebtedness incurred in connection
with the Contribution will remain an obligation of New Sealed
Air (as defined below) and Packaging following the Merger.
In the Merger, a wholly owned subsidiary of Grace
will merge with and into Sealed Air to create a new publicly
owned company, to be called "Sealed Air Corporation" ("New
Sealed Air"). Immediately prior to the Merger, the outstanding
shares of Grace common stock, par value $.01 per share, will be
recapitalized into an aggregate of approximately 40.9 million
shares of common stock, par value $.10 per share, of New Sealed
Air ("New Sealed Air Common Stock") and 36 million shares of a
new series of convertible preferred stock, par value $.10 per
share, of New Sealed Air. In the Merger, Sealed Air shareholders
will receive one share of New Sealed Air Common Stock for each
share of Sealed Air common stock, par value $.01 per share, held
immediately prior to the Merger. On a fully-diluted basis and
immeditely after the Merger, former Grace shareholders will
own, in the aggregate, approximately 63% of the equity of New
Sealed Air and former Sealed Air shareholders will own the
remaining 37%.
Grace and Sealed Air have issued a joint press
release with respect to the foregoing, which is filed as an
exhibit hereto.
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The foregoing is qualified in its entirety by
reference to the Merger Agreement; the Form of Distribution
Agreement (the "Distribution Agreement") by and among Grace,
W. R. Grace & Co.-Conn. ("Grace-Conn.") and Grace Specialty
Chemicals, Inc. ("Grace Chemicals"); the Form of Benefits
Allocation Agreement by and among Grace, Grace-Conn. and Grace
Chemicals; and the Form of Tax Sharing Agreement by and among
Grace, Grace-Conn. and Sealed Air that are filed as exhibits
hereto and are incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
Exhibits. The following exhibits are filed with this
Report:
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated
as of August 14, 1997 by and among
Grace, Sealed Air and Packco
Acquisition Corp.
2.2 Form of Distribution Agreement by
and among Grace, Grace-Conn. and
Grace Chemicals (Exhibit A to the
Merger Agreement)
10.1 Form of Employee Benefits Allocation
Agreement by and among Grace, Grace-
Conn. and Grace Chemicals (Exhibit A
to the Distribution Agreement)
10.2 Form of Tax Sharing Agreement by and
among Grace, Grace-Conn. and Sealed
Air (Exhibit B to the Distribution
Agreement)
99.1 Press release issued by Grace and
Sealed Air, dated August 14, 1997
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed by the undersigned, thereunto duly au-
thorized.
W. R. GRACE & CO.
(Registrant)
By /s/ Robert B. Lamm
Robert B. Lamm
Vice President and Secretary
Dated: August 18, 1997
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W. R. GRACE & CO.
Current Report on Form 8-K
Exhibit Index
Exhibit No. Description
2.1 Agreement and Plan of Merger, dated
as of August 14, 1997 by and among
Grace, Sealed Air and Packco
Acquisition Corp.
2.2 Form of Distribution Agreement by
and among Grace, Grace-Conn. and
Grace Chemicals (Exhibit A to the
Merger Agreement)
10.1 Form of Employee Benefits Allocation
Agreement by and among Grace, Grace-
Conn. and Grace Chemicals (Exhibit A
to the Distribution Agreement)
10.2 Form of Tax Sharing Agreement by and
among Grace, Grace-Conn. and Sealed
Air (Exhibit B to the Distribution
Agreement)
99.1 Press release issued by Grace and
Sealed Air, dated August 14, 1997