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): April 7, 1994 ------------- W. R. GRACE & CO. -------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 1-3720 13-3461988 - - ---------------- -------------------- ------------------- (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: 407/362-2000 ------------ Item 5. OTHER EVENTS. On April 7, 1994, W. R. Grace & Co. and its wholly owned subsidiary, W. R. Grace & Co.-Conn. (collectively, "Grace"), entered into a Selling Agency Agreement relating to the offering from time to time of Medium-Term Notes, Series A ("Notes"), with an aggregate issue price of up to $300 million. Information concerning the Notes and related matters is set forth in Grace's Prospectus dated April 7, 1994, as supplemented by a Prospectus Supplement dated April 7, 1994, which have been filed with the Securities and Exchange Commission pursuant to Rule 424 under the Securities Act of 1933. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The following are being filed as exhibits to this Report: (a) Selling Agency Agreement dated April 7, 1994; (b) form of Fixed Rate Note; and (c) form of Floating Rate Note. -2- 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. ------------------------------ (Registrant) By s/Robert B. Lamm -------------------------------- Robert B. Lamm Vice President and Secretary Dated: May 3, 1994 -3- W. R. Grace & Co. CURRENT REPORT ON FORM 8-K EXHIBIT INDEX EXHIBIT NO. DESCRIPTION 1 Selling Agency Agreement dated April 7, 1994 4.1 Form of Fixed Rate Note 4.2 Form of Floating Rate Note