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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) February 4, 1996
W. R. GRACE & CO.
(Exact name of registrant as specified in its charter)
New York 1-3720 13-3461988
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
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
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On February 4, 1996, W. R. Grace & Co. ("Grace") and
Fresenius AG ("Fresenius AG") announced that they had entered into an
Agreement and Plan of Reorganization dated as of February 4, 1996 (the
"Reorganization Agreement"), pursuant to which Grace's National Medical
Care, Inc. unit would combine with Fresenius AG's dialysis business
immediately following a spin-off of Grace's specialty chemicals
business.
Grace and Fresenius AG have issued a joint press
release (the "Press Release") with respect to the foregoing, a copy of
which is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
The foregoing is qualified in its entirety by
reference to the Reorganization Agreement (and exhibits thereto) and
Press Release filed as Exhibits 2 and 99.1 hereto, respectively, which
are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c)The following exhibits are filed with this report:
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
2 Agreement and Plan of Reorganization,
dated as of February 4, 1996, between
Grace and Fresenius AG (including, as
exhibits thereto, the Distribution
Agreement, dated as of February 4, 1996,
between Grace, Fresenius AG and
W. R. Grace & Co.-Conn. and the Contribution
Agreement, dated as of February 4, 1996,
among Grace, Fresenius AG, Steril Pharma GmbH
and W. R. Grace & Co.-Conn.).
99.1 Press Release issued February 4, 1996.
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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 on its behalf by the undersigned hereunto duly authorized.
W. R. GRACE & CO.
By: /s/ Robert B. Lamm
-----------------------------------
Name: Robert B. Lamm
Title: Vice President and Secretary
Dated: February 6, 1996
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EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
2 Agreement and Plan of Reorganization,
dated as of February 4, 1996, between
Grace and Fresenius AG (including, as
exhibits thereto, the Distribution
Agreement, dated as of February 4, 1996,
between Grace, Fresenius AG and
W. R. Grace & Co.-Conn. and the Contribution
Agreement, dated as of February 4, 1996,
among Grace, Fresenius AG, Steril Pharma GmbH
and W. R. Grace & Co.-Conn.).
99.1 Press Release issued February 4, 1996.