SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (date of earliest event reported): July 14, 1998 ------------- W. R. GRACE & CO. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-13953 65-0773649 - ---------------- ---------------- ------------------ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 1750 Clint Moore Road, Boca Raton, Florida 33487-2707 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 561/362-2000 ------------ Item 5. Other Events. ------------ As previously reported, W. R. Grace & Co. ("Company") has (1) adopted Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share," which supersedes Accounting Principles Board Opinion No. 15, "Earnings per Share," and (2) classified its former flexible packaging business as a discontinued operation. The Company is filing this Current Report on Form 8-K to file restated financial data schedules that reflect the new basic and diluted earnings per share amounts required by SFAS No. 128 and the discontinued operation classification. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ -- Restated Financial Data Schedule for the year ended December 31, 1995. -- Restated Financial Data Schedule for the year ended December 31, 1996. -- Restated Financial Data Schedule for the period ended March 31, 1996. -- Restated Financial Data Schedule for the period ended June 30, 1996. -- Restated Financial Data Schedule for the period ended September 30, 1996. -- Restated Financial Data Schedule for the period ended March 31, 1997. -- Restated Financial Data Schedule for the period ended June 30, 1997. -- Restated Financial Data Schedule for the period ended September 30, 1997. -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/Kathleen A. Browne ----------------------------- Kathleen A. Browne Vice President and Controller Dated: July 14, 1998 -3- W. R. GRACE & CO. Current Report on Form 8-K Exhibit Index ------------- Exhibit No. Description - ----------- ----------- 27.1 Restated Financial Data Schedule for the year ended December 31, 1995. 27.2 Restated Financial Data Schedule for the year ended December 31, 1996. 27.3 Restated Financial Data Schedule for the period ended March 31, 1996. 27.4 Restated Financial Data Schedule for the period ended June 30, 1996. 27.5 Restated Financial Data Schedule for the period ended September 30, 1996. 27.6 Restated Financial Data Schedule for the period ended March 31, 1997. 27.7 Restated Financial Data Schedule for the period ended June 30, 1997. 27.8 Restated Financial Data Schedule for the period ended September 30, 1997.