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 12, 1995
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W. R. GRACE & CO.
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(Exact name of registrant as specified in its charter)
New York 1-3720 13-3461988
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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: 407/362-2000
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Item 5. OTHER EVENTS.
(a) Reference is made to Item 3 of the Annual Report on Form 10-K of
W. R. Grace & Co. ("Company") for the year ended December 31, 1994 ("1994 10-
K"), and to Note 2 to the Consolidated Financial Statements included in the 1994
10-K, for information concerning litigation with an affiliated group of
insurance carriers that had agreed to a settlement with a subsidiary of the
Company, made a series of payments thereunder during 1993, and subsequently
notified the subsidiary that it would not honor the agreement (which had not
been executed) due to a September 1993 decision of the United States Court of
Appeals for the Second Circuit. As reported in the 1994 10-K, the agreement
involved approximately $240.0 million of the asbestos-related receivable of
$512.6 million recorded in the Consolidated Financial Statements at year-end
1994.
On April 12, 1995, a three-judge panel of the United States Court of
Appeals for the Fifth Circuit unanimously affirmed a January 1994 decision of
the United States District Court for the Eastern District of Texas that the
settlement agreement referred to above is binding and enforceable (W. R. GRACE
AND COMPANY-CONN. V. DAYTON INDEPENDENT SCHOOL DISTRICT, ET AL., File No. 1:87-
CV-00507-B). The Company anticipates that the affiliated group of insurance
carriers will seek a rehearing of the Fifth Circuit decision and, if a rehearing
is not granted, will seek to appeal the decision to the United States Supreme
Court.
(b) On April 27, 1995, the Company announced its consolidated results
of operations for the quarter ended March 31, 1995. The Company's April 27,
1995 press
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release and accompanying financial and statistical data are filed as an exhibit
hereto and are incorporated by reference herein.
(c) National Medical Care, Inc. ("NMC"), the Company's principal
health care subsidiary, has received subpoenas from a federal grand jury in the
District of New Jersey investigating whether NMC sold defective products and the
manner in which NMC handled customer complaints. In addition, a subsidiary of
NMC has received a subpoena from a federal grand jury in the Eastern District of
Virginia investigating the contractual relationships between subsidiaries of NMC
that provide dialysis services and third parties that provide medical
directorship and related services to those subsidiaries. NMC has produced
documents to and is cooperating with both investigating authorities. While the
outcome of the investigations cannot be predicted at this time, NMC believes
that neither NMC nor any of its employees committed any violations of law.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The Company's April 27, 1995 press release and accompanying financial
and statistical data are filed as an exhibit hereto.
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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 H. Beber
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Robert H. Beber
Executive Vice President
and General Counsel
Dated: May 1, 1995
W. R. GRACE & CO.
Current Report on Form 8-K
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated April 27, 1995 and accompanying
financial and statistical data