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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): September 28, 1996
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W. R. GRACE & CO.
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(Exact name of registrant as specified in its charter)
Delaware 1-12139 65-0654331
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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: 561/362-2000
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GRACE HOLDING, INC.
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(Former Name)
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Item 5. Other Events.
On September 28, 1996, W. R. Grace & Co. ("Grace New York," renamed
Fresenius National Medical Care Holdings, Inc.), a New York corporation and the
sole stockholder of W. R. Grace & Co. (formerly Grace Holding, Inc.), a
Delaware corporation ("Company"), distributed all of the shares of the
Company's outstanding common stock to the holders of common stock of Grace New
York on a one-for-one basis. As a result of the distribution, Grace New York's
principal remaining asset was 100% of the outstanding capital stock of National
Medical Care, Inc. ("NMC"). On September 29, 1996, a wholly owned subsidiary
of Fresenius Medical Care AG, a German corporation, merged with and into Grace
New York, resulting in the combination of NMC with the worldwide dialysis
business of Fresenius AG, a German health care corporation and the principal
shareholder of Fresenius Medical Care AG. For further information, see the
Joint Proxy Statement-Prospectus dated August 2, 1996 included in a
Registration Statement on Form S-4 (Registration No. 333-9497) filed by Grace
New York.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Pro forma financial information with respect to the Company was
set forth at pages 29-32 of the Company's Prospectus dated August 2, 1996
included in a Registration Statement on Form S-1 (Registration No. 333-9495)
and is incorporated herein by reference.
The following are filed as exhibits to this Report:
-- Amended and Restated Certificate of Incorporation
of W. R. Grace & Co., a Delaware corporation
-- Amended and Restated By-laws of W. R. Grace & Co.
-- Rights Agreement by and between W. R. Grace & Co.
and The Chase Manhattan Bank, as Rights Agent
-- Supplemental Indenture dated as of September 24,
1996, among W. R. Grace & Co.-Conn., W. R. Grace &
Co. (renamed "Fresenius National Medical Care
Holdings, Inc."), Grace Holding, Inc. (renamed "W.
R. Grace & Co."), and Bankers Trust Company, to
Indenture dated as of September 29, 1992
-- Supplemental Indenture dated as of September 24,
1996, among W. R. Grace & Co.-Conn., W. R. Grace &
Co. (renamed "Fresenius National Medical Care
Holdings, Inc."), Grace Holding, Inc. (renamed
"W.R. Grace & Co."), and Bank of New York, to
Indenture dated as of January 28, 1993
-- W. R. Grace & Co. 1996 Stock Incentive Plan
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-- W. R. Grace & Co. 1996 Stock Retainer Plan for
Nonemployee Directors
-- W. R. Grace & Co. 1981 Stock Incentive Plan, as
amended
-- W. R. Grace & Co. 1986 Stock Incentive Plan, as
amended
-- W. R. Grace & Co. 1989 Stock Incentive Plan, as
amended
-- W. R. Grace & Co. 1994 Stock Incentive Plan, as
amended
-- Amendment dated August 9, 1996 to Employment
Agreement, dated as of May 1, 1995, between W. R.
Grace & Co. and Albert J. Costello
-- Option Agreement between W. R. Grace & Co. and
Albert J. Costello dated as of May 1, 1995, as
amended
-- Agreement dated September 23, 1996 between W. R.
Grace & Co. and Donald H. Kohnken
-- "PRO FORMA FINANCIAL INFORMATION" and "NOTES TO
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE
SHEET AND STATEMENT OF OPERATIONS" sections of the
Prospectus dated August 2, 1996 included in a
Registration Statement on Form S-1 (Registration
No. 333-9495) filed by the Company
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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 B. Lamm
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Robert B. Lamm
Vice President and Secretary
Dated: October 10, 1996
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W. R. GRACE & CO.
Current Report on Form 8-K
Exhibit Index
Exhibit No. Description
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4.1 Amended and Restated Certificate of Incorporation
of W. R. Grace & Co., a Delaware corporation
4.2 Amended and Restated By-laws of W. R. Grace & Co.
4.3 Rights Agreement by and between W. R. Grace & Co.
and The Chase Manhattan Bank, as Rights Agent
4.4 Supplemental Indenture dated as of September 24,
1996, among W. R. Grace & Co.-Conn., W. R. Grace & Co.
(renamed "Fresenius National Medical Care Holdings,
Inc."), Grace Holding, Inc. (renamed "W. R. Grace &
Co."), and Bankers Trust Company, to Indenture dated as
of September 29, 1992
4.5 Supplemental Indenture dated as of September 24,
1996, among W. R. Grace & Co.-Conn., W. R. Grace & Co.
(renamed "Fresenius National Medical Care Holdings,
Inc."), Grace Holding, Inc. (renamed "W. R. Grace &
Co."), and Bank of New York, to Indenture dated as of
January 28, 1993
10.1 W. R. Grace & Co. 1996 Stock Incentive Plan
10.2 W. R. Grace & Co. 1996 Stock Retainer Plan for
Nonemployee Directors
10.3 W. R. Grace & Co. 1981 Stock Incentive Plan, as amended
10.4 W. R. Grace & Co. 1986 Stock Incentive Plan, as amended
10.5 W. R. Grace & Co. 1989 Stock Incentive Plan, as amended
10.6 W. R. Grace & Co. 1994 Stock Incentive Plan, as amended
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10.7 Amendment dated August 9, 1996 to Employment Agreement,
dated as of May 1, 1995, between W. R. Grace & Co. and
Albert J. Costello
10.8 Option Agreement between W. R. Grace & Co. and
Albert J. Costello dated as of May 1, 1995, as amended
10.9 Agreement dated September 23, 1996 between W. R. Grace &
Co. and Donald H. Kohnken
99.1 "PRO FORMA FINANCIAL INFORMATION" and "NOTES TO
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE
SHEET AND STATEMENT OF OPERATIONS" sections of the
Prospectus dated August 2, 1996 included in a
Registration Statement on Form S-1 (Registration No.
333-9495) filed by the Company