SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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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):
March 31, 1998
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W. R. GRACE & CO.
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(Exact name of registrant as specified in its charter)
Delaware 1-13953 65-0773649
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
One Town Center Road, Boca Raton, Florida 33486-1010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 561/362-2000
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GRACE SPECIALTY CHEMICALS, INC.
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(Former Name)
Item 1. Changes in Control of Registrant.
On March 31, 1998, W. R. Grace & Co., a Delaware corporation renamed
Sealed Air Corporation ("Old Grace"), distributed on a one-for-one basis (the
"Spin-off") all of the outstanding shares of common stock, par value $.01 per
share, of W. R. Grace & Co., a Delaware corporation formerly named Grace
Specialty Chemicals, Inc. (the "Company"), each together with an associated
preferred share purchase right, to the holders of record of the common stock of
Old Grace as of such date. The Spin-off was effected pursuant to a Distribution
Agreement, dated as of March 30, 1998, by and among Old Grace, the Company and
Cryovac, Inc., a Delaware corporation ("Cryovac"). No consideration was paid by
the stockholders of Old Grace for the shares of the Company's common stock
received in the Spin-off. Immediately after the Spin-off, all of the capital
stock of the Company was held by the former stockholders of Old Grace.
The above matters are more fully described in a Joint Proxy
Statement/Prospectus dated February 13, 1998 (the "Joint Proxy
Statement/Prospectus") included in a Registration Statement on Form S-4 (File
No. 333-46281) under the Securities Act of 1933, as amended, filed by Old Grace
on February 13, 1998, and in an Information Statement dated February 13, 1998
included in a Registration Statement on Form 10 (File No. 001-13953) under the
Securities Exchange Act of 1934, as amended, filed by the Company on March 13,
1998.
Item 5. Other Events.
(a) As a result of the Spin-off, Old Grace's principal remaining
asset was 100% of the outstanding capital stock of Cryovac. On March 31, 1998,
pursuant to an Agreement and Plan of Merger, dated as of August 14, 1997, a
wholly owned subsidiary of Old Grace merged (the "Merger") with and into Sealed
Air Corporation, a Delaware corporation ("Old Sealed Air"), with Old Sealed Air
surviving the Merger and changing its name to Sealed Air Corporation (US). The
Merger resulted in the combination of Old Grace's packaging business with Old
Sealed Air (Old Grace after the Merger being referred to herein as "New Sealed
Air"). Immediately prior to the Merger, each outstanding share of Old Grace
common stock, par value $.01 per share, was recapitalized into .536 of a share
of common stock, par value $.10 per share, of New Sealed Air and .475 of a share
of a new series of convertible preferred stock, par value $.10 per share, of New
Sealed Air. In the Merger, Old Sealed Air stockholders received one share of New
Sealed Air common stock for each share of Old Sealed Air common stock, par value
$.01 per share, held immediately prior to the Merger. Immediately after the
Merger, former Old Grace stockholders owned, in the aggregate, approximately 63%
of the equity of New Sealed Air on a fully diluted basis and former Old Sealed
Air shareholders owned the remaining 37%.
The above matters are more fully described in the Joint Proxy
Statement/Prospectus.
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On March 31, 1998 and April 7, 1998, the Company issued press
releases with respect to the foregoing, which are filed as exhibits hereto and
incorporated by reference herein.
(b) On April 2, 1998, the Company announced that it had entered into
a definitive agreement to acquire the Crosfield business of Imperial Chemical
Industries PLC for $455 million in cash. Completion of the transaction is
subject to various conditions, including customary governmental approvals, and
is expected to take place in mid-1998. The announcement also stated that the
Company's board of directors had approved a program to purchase up to 20% of the
outstanding shares of the Company's common stock in the open market and that the
Company is continuing a strategic review of its Darex Container Products unit
and that such review will be concluded this year.
The Company's April 2, 1998 press release is filed as an
exhibit hereto and incorporated by reference herein.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
Exhibits. The following exhibits are filed with this Report:
Exhibit Description
No.
3.1 Restated Certificate of Incorporation of W. R.
Grace & Co., a Delaware corporation.
3.2 Amended and Restated By-Laws of W. R. Grace & Co.
4.1 Rights Agreement by and between W. R. Grace & Co.
and The Chase Manhattan Bank, as Rights Agent.
4.2 First Amendment, dated as of February 17, 1998, to the
364-Day Credit Agreement, dated as of May 16, 1997,
among W. R. Grace & Co.-Conn., W. R. Grace & Co., Grace
Specialty Chemicals, Inc., the several banks parties
thereto, NationsBank, N.A. (South), as documentation
agent, and The Chase Manhattan Bank, as administrative
agent for such banks.
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4.3 First Amendment, dated as of February 17, 1998, to the
Credit Agreement, dated as of May 16, 1997, among W. R.
Grace & Co.-Conn., W. R. Grace & Co., Grace Specialty
Chemicals, Inc., the several banks parties thereto and
The Chase Manhattan Bank, as administrative agent for
such banks.
99.1 Press Release issued by W. R. Grace & Co., dated
March 31, 1998.
99.2 Press Release issued by W. R. Grace & Co., dated
April 2, 1998.
99.3 Press Release issued by W. R. Grace & Co., dated
April 7, 1998.
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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 authorized.
W. R. GRACE & CO.
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(Registrant)
By /s/ Robert B.Lamm
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Robert B. Lamm
Vice President and Secretary
Dated: April 8, 1998
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W. R. GRACE & CO.
Current Report on Form 8-K
Exhibit Index
Exhibit
No. Description
3.1 Restated Certificate of Incorporation of W. R.
Grace & Co., a Delaware corporation.
3.2 Amended and Restated By-Laws of W. R. Grace & Co.
4.1 Rights Agreement by and between W. R. Grace & Co.
and The Chase Manhattan Bank, as Rights Agent.
4.2 First Amendment, dated as of February 17, 1998, to the
364-Day Credit Agreement, dated as of May 16, 1997,
among W. R. Grace & Co.-Conn., W. R. Grace & Co., Grace
Specialty Chemicals, Inc., the several banks parties
thereto, NationsBank, N.A. (South), as documentation
agent, and The Chase Manhattan Bank, as administrative
agent for such banks.
4.3 First Amendment, dated as of February 17, 1998, to the
Credit Agreement, dated as of May 16, 1997, among W. R.
Grace & Co.-Conn., W. R. Grace & Co., Grace Specialty
Chemicals, Inc., the several banks parties thereto and
The Chase Manhattan Bank, as administrative agent for
such banks.
99.1 Press Release issued by W. R. Grace & Co., dated
March 31, 1998.
99.2 Press Release issued by W. R. Grace & Co., dated
April 2, 1998.
99.3 Press Release issued by W. R. Grace & Co., dated
April 7, 1998.
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