Exhibit 99.2
FORM OF GRACE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
For the Special Meeting of Stockholders of W. R. Grace & Co., to be
held at 10:00 A.M. on March 20, 1998, at Grace's headquarters at One Town Center
Road, Boca Raton, Florida.
The undersigned hereby appoints Larry Ellberger and Robert B. Lamm as
agents to act and vote on behalf of the undersigned at the Special Meeting of
Stockholders of W. R. Grace & Co. to be held on March 20, 1998, and any
adjournments or postponements. As more fully described in the Joint Proxy
Statement/Prospectus for the Special Meeting, such agents (or their substitutes)
are directed to vote as indicated on the reverse side.
PLEASE MARK, DATE AND SIGN YOUR PROXY ON THE REVERSE SIDE. PLEASE LET US KNOW
WHETHER YOU PLAN TO ATTEND THE SPECIAL MEETING.
I PLAN TO ATTEND |_| I DO NOT PLAN TO ATTEND |_|
STOCKHOLDER QUESTIONS/COMMENTS:
----------------------------------------------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
(SEE REVERSE SIDE)
Please mark | X |
your votes as in ---
this example
THE DIRECTORS RECOMMEND A VOTE FOR PROPOSALS 1 AND 2. IF NO CHOICE IS SPECIFIED,
THE SHARES WILL BE VOTED FOR PROPOSALS 1 AND 2. PLEASE DATE AND SIGN AND RETURN
PROMPTLY.
1. Approval and adoption of (a) the Agreement FOR AGAINST ABSTAIN
and Plan of Merger dated as of August 14,
1997 among W. R. Grace & Co., Sealed Air | | | | | |
Corporation and a wholly owned subsidiary of --- --- ---
W. R. Grace & Co., and the agreements that
are exhibits thereto, as supplemented or
modified from time to time, and (b) the
reorganization, merger and other transactions
contemplated thereby, including:
a. the spin-off of Grace Specialty Chemicals,
Inc. to Grace stockholders;
b. certain amendments to the Amended and
Restated Certificate of Incorporation of
W. R. Grace & Co.;
c. the recapitalization of Grace common
stock; and
d. the issuance of common stock to Sealed
Air stockholders in the merger.
2. Approval and adoption of the amendment to FOR AGAINST ABSTAIN
W. R. Grace & Co.'s Amended and Restated
Certificate of Incorporation repealing | | | | | |
certain provisions that require a --- --- ---
supermajority vote by Grace stockholders
to amend or repeal.
Date:___________ Signature:________________ Signature:_________________
Please sign EXACTLY as name or names appear above. When signing on behalf of a
corporation, estate, trust or another stockholder, please give its full name and
state your full title or capacity or otherwise indicate that you are authorized
to sign.
(See reverse side for comments)