<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 11-K
ANNUAL REPORT
PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1996
Commission File Number 1-12139
W. R. GRACE & CO. SALARIED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
W. R. Grace & Co.
One Town Center Road
Boca Raton, Florida 33486-1010
<PAGE>
Financial Statements and Exhibits
---------------------------------
(a) Financial Statements. Filed as part of this Report on Form 11-K
are the financial statements of the W. R. Grace & Co. Salaried Employees
Savings and Investment Plan, as required by Form 11-K, together with the
report thereon of Price Waterhouse LLP, independent certified public
accountants, dated May 30, 1997.
(b) Exhibits. The Consent of Price Waterhouse LLP is being filed as
an exhibit to this Report.
<PAGE>
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
-------------------------------------------------
May 30, 1997
To the Participants and
Administrative Committee of the
W. R. Grace & Co. Salaried Employees
Savings and Investment Plan
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statements of changes in net assets available for
plan benefits appearing on pages F-2 through F-4 of this report present fairly,
in all material respects, the net assets available for plan benefits of the
W. R. Grace & Co. Salaried Employees Savings and Investment Plan at December 31,
1996 and 1995, and the changes in net assets available for plan benefits for
the years then ended, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of the plan
administrator and/or other plan fiduciaries (the "Plan Fiduciaries"); our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by the Plan Fiduciaries, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for the
opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Fund Information in the statement
of net assets available for plan benefits and the statement of changes in net
assets available for plan benefits is presented for purposes of additional
analysis rather than to present the net assets available for plan benefits and
changes in net assets available for plan benefits of each fund. The Fund
Information has been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, is fairly stated
in all material respects in relation to the basic financial statements taken
as a whole.
/s/ Price Waterhouse LLP
<PAGE>
F - 2
W. R. GRACE & CO. SALARIED EMPLOYEES SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1996 AND 1995
1996 1995
------------ ------------
Assets
Investments:
Insurance company contracts, at
contract value $327,663,929 $330,290,254
Other securities, at cost 8,057,080 1,884,947
W. R. Grace & Co. Common Stock
New Grace Stock (Note 1)
(cost: 1996 - $99,285,962) 154,827,927 --
Old Grace Stock (Note 1)
(cost: 1995 - $71,710,197) -- 136,517,615
FMC ADS (Note 1)
(cost: 1996 - $7,142,342) 12,048,356 --
Fidelity mutual funds
(cost: 1996 - $142,696,863;
1995 - $125,005,664)
Balanced Fund 27,379,765 32,713,136
Growth & Income Fund 30,487,468 18,334,825
Blue Chip Growth Fund 56,715,995 53,087,838
Contrafund 37,215,990 26,560,934
OTC Fund 10,856,984 6,398,460
Loans receivable 8,090,709 7,530,970
Contributions receivable 2,517,304 2,327,560
------------ ------------
Net assets available
for plan benefits $675,861,507 $615,646,539
============ ============
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE>
F - 3
<TABLE>
<CAPTION>
W. R. GRACE & CO. SALARIED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS,WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1996
Employee New Grace
Fixed Income Grace Stock Stock New Grace Employee Stock
Fund Fund (**) Ownership Plan (**) ADS Fund Stock Fund Ownership Plan
------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Participants $ 12,156,713 $ 1,673,617 $ - $ - $ 745,932 $ -
Transfers among funds 2,426,969 (31,146,063) (80,367,475) 6,248,865 25,620,990 69,616,800
Company - - 6,558,277 454 - 2,636,616
------------- ------------- ------------- ------------- ------------- -------------
Total 14,583,682 (29,472,446) (73,809,198) 6,249,319 26,366,922 72,253,416
------------- ------------- ------------- ------------- ------------- -------------
Income/(loss) from
investments:
Interest 26,113,816 42,640 106,582 - 11,466 28,351
Dividends - - (*) - - (*) - (*) -
Net realized gain/(loss) - 10,544,939 39,074,138 1,192,706 671,777 1,751,040
Change in unrealized
(depreciation)/appreciation - (12,426,449)(*) (61,197,108) 5,190,321 (*) 6,332,441 (*) 52,100,037
------------- ------------- ------------- ------------- ------------- -------------
Total 26,113,816 (1,838,870) (22,016,388) 6,383,027 7,015,684 53,879,428
------------- ------------- ------------- ------------- ------------- -------------
Less:
Participant withdrawals 38,006,893 2,064,119 9,215,678 234,423 - 1,829,054
Administrative expenses 248,966 17,817 104,929 4,961 988 33,044
------------- ------------- ------------- ------------- ------------- -------------
Net increase/(decrease) 2,441,639 (33,393,252) (105,146,193) 12,392,962 33,381,618 124,270,746
Net assets available
for plan benefits:
Beginning of year 331,706,701 33,393,252 105,146,193 - - -
------------- ------------- ------------- ------------- ------------- -------------
End of year $ 334,148,340 $ - $ - $ 12,392,962 $ 33,381,618 $ 124,270,746
============= ============= ============= ============= ============= =============
<PAGE>
<CAPTION>
Fidelity Fidelity Fidelity Fidelity
Balanced Growth & Income Blue Chip Fidelity OTC Loans
Fund Fund Growth Fund Contrafund Fund Receivable Total
------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Contributions:
Participants $ 2,410,884 $ 2,240,247 $ 4,642,360 $ 3,395,399 $ 1,106,457 $ - $ 28,371,609
Transfers among funds (6,236,322) 7,989,173 (2,946,713) 4,420,470 2,420,802 1,952,504 -
Company - - - - - - 9,195,347
----------- ------------- ----------- ----------- ----------- ------------ -------------
Total (3,825,438) 10,229,420 1,695,647 7,815,869 3,527,259 1,952,504 37,566,956
----------- ------------- ----------- ----------- ----------- ------------ -------------
Income/(loss) from
investments:
Interest 51,901 35,617 90,514 59,278 24,451 - 26,564,616
Dividends 1,377,709 1,512,921 4,177,116 2,948,875 1,334,930 - 11,351,551
Net realized gain/(loss) (69,983) 997,011 1,749,481 1,187,406 231,785 - 57,330,300
Change in unrealized
(depreciation)/appreciation 1,034,839 2,252,690 1,841,167 2,393,368 347,745 - (2,130,949)
----------- ------------- ----------- ----------- ----------- ------------ -------------
Total 2,394,466 4,798,239 7,858,278 6,588,927 1,938,911 - 93,115,518
----------- ------------- ----------- ----------- ----------- ------------ -------------
Less:
Participant withdrawals 3,927,296 2,816,501 5,885,607 3,665,872 975,675 1,392,765 70,013,883
Administrative expenses 8,969 5,582 6,311 21,145 911 - 453,623
----------- ------------- ----------- ----------- ----------- ------------ -------------
Net increase/(decrease) (5,367,237) 12,205,576 3,662,007 10,717,779 4,489,584 559,739 60,214,968
Net assets available
for plan benefits:
Beginning of year 32,912,104 18,429,436 53,364,893 26,723,028 6,439,962 7,530,970 615,646,539
----------- ------------- ----------- ----------- ----------- ------------ -------------
End of year $27,544,867 $ 30,635,012 $57,026,900 $37,440,807 $10,929,546 $ 8,090,709 $ 675,861,507
=========== ============= =========== =========== =========== ============ =============
The accompanying notes to financial statements
are an integral part of this statement.
<FN>
(*) Dividends received are reinvested in shares of Grace
Common Stock (or ADSs, in the case of the ADS Fund) and
reflected as part of change in unrealized
(depreciation)/appreciation.
(**) Fund represents investments in Old Grace common stock. See Note 1.
</TABLE>
<PAGE>
F - 4
W. R. GRACE & CO. SALARIED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS,WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Employee Fidelity Fidelity Fidelity
Fixed Income Grace Stock Stock Balanced Growth & Income Blue Chip
Fund Fund Ownership Plan Fund Fund Growth Fund
------------ ------------ -------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Participants $ 14,527,789 $ 2,321,545 $ - $ 3,316,451 $ 1,637,301 $ 4,793,794
Transfers among funds 8,384,569 (4,330,932) (14,707,064) (8,956,947) 6,210,998 4,522,277
Company - - 9,623,343 - - -
------------ ------------ -------------- ------------ -------------- ------------
Total 22,912,358 (2,009,387) (5,083,721) (5,640,496) 7,848,299 9,316,071
------------ ------------ -------------- ------------ -------------- ------------
Income from investments:
Interest 27,401,294 48,577 96,485 52,081 11,946 64,140
Dividends - - (*) - 1,467,024 755,020 4,133,831
Net realized gain/(loss) - 4,832,560 5,578,158 (598,503) 180,851 1,141,490
Change in unrealized
appreciation - 6,416,015 (*) 33,731,890 3,876,425 2,628,500 5,601,287
------------ ------------ -------------- ------------ -------------- ------------
Total 27,401,294 11,297,152 39,406,533 4,797,027 3,576,317 10,940,748
------------ ------------ -------------- ------------ -------------- ------------
Less:
Participant withdrawals 34,589,593 2,455,625 6,352,354 2,817,292 509,560 2,780,044
Administrative expenses 480,362 22,617 133,101 11,720 3,273 5,789
------------ ------------ -------------- ------------ -------------- ------------
Net increase/(decrease) 15,243,697 6,809,523 27,837,357 (3,672,481) 10,911,783 17,470,986
Net assets available
for plan benefits:
Beginning of year 316,463,004 26,583,729 77,308,836 36,584,585 7,517,653 35,893,907
------------ ------------ -------------- ------------ -------------- ------------
End of year $ 331,706,701 $ 33,393,252 $ 105,146,193 $ 32,912,104 $ 18,429,436 $ 53,364,893
============ ============ ============== ============ ============== ============
<PAGE>
<CAPTION>
Fidelity
Fidelity OTC Loans
Contrafund Fund Receivable Total
------------ ------------ ------------- ------------
<S> <C> <C> <C> <C>
Contributions:
Participants $ 2,774,097 $ 726,788 $ - $ 30,097,765
Transfers among funds 4,685,324 2,223,354 1,968,421 -
Company - - - 9,623,343
------------ ------------ ------------- ------------
Total 7,459,421 2,950,142 1,968,421 39,721,108
------------ ------------ ------------- ------------
Income from investments:
Interest 30,059 6,236 - 27,710,818
Dividends 2,066,717 359,605 - 8,782,197
Net realized gain/(loss) 627,359 151,338 - 11,913,253
Change in unrealized
appreciation 3,125,396 646,768 - 56,026,281
------------ ------------ ------------- ------------
Total 5,849,531 1,163,947 - 104,432,549
------------ ------------ ------------- ------------
Less:
Participant withdrawals 1,871,800 134,303 410,148 51,920,719
Administrative expenses 15,930 515 - 673,307
------------ ------------ ------------- ------------
Net increase/(decrease) 11,421,222 3,979,271 1,558,273 91,559,631
Net assets available
for plan benefits:
Beginning of year 15,301,806 2,460,691 5,972,697 524,086,908
------------ ------------ ------------- ------------
End of year $ 26,723,028 $ 6,439,962 $ 7,530,970 $615,646,539
============ ============ ============= ============
<FN>
(*) Dividends received are reinvested in shares of Grace The accompanying notes to financial statements
Common Stock and reflected as part of change in are an integral part of this statement.
unrealized appreciation.
</TABLE>
<PAGE>
F-5
W. R. GRACE & CO. SALARIED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
The following description of the W. R. Grace & Co. Salaried Employees Savings
and Investment Plan ("Plan") provides only general information. Participants
should refer to the text of the Plan and the Summary Plan Description and
Prospectus Supplement for the Plan for more complete information.
General:
The Plan is a defined contribution plan originally adopted effective September
1, 1976, and has been amended from time to time. The Plan is subject to certain
provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
Eligibility and Vesting:
Within those units of W. R. Grace & Co., a Delaware corporation ("Grace" or "New
Grace"), and its subsidiaries (collectively, the "Company") designated as
participating units in the Plan, any salaried employee (or any salesman paid on
a commission basis) and any other employee in an eligible employment
classification who has completed 12 months of employment (including 1,000 hours
of service) is eligible to participate in the Plan, subject to certain
exceptions and special provisions.
A participant's interest in the Plan is always fully vested.
NMC Transaction:
In September 1996, Grace's predecessor ("Old Grace") completed a transaction
("NMC Transaction") as a result of which each of its common shareholders
received shares of Grace Common Stock, American Depositary Shares ("ADSs") of
Fresenius Medical Care AG ("FMC"), and shares of preferred stock ("New Preferred
Shares") of Fresenius National Medical Care Holdings, Inc., a subsidiary of FMC.
FMC is a German corporation that owns National Medical Care, Inc. (a subsidiary
of Old Grace) and other businesses. ADSs represent shares of FMC. The common
stock of Old Grace was canceled in the NMC Transaction.
The Grace Stock Fund and the Employee Stock Ownership Plan were previously
invested in common stock of Old Grace; as noted above, such common stock was
canceled in the NMC Transaction and was therefore eliminated from the Plan
following the NMC Transaction. The Grace Common Stock, ADSs and New Preferred
Shares received with respect to the shares of common stock of Old Grace held in
the Employee Stock Ownership Plan were credited to the New Grace Employee Stock
Ownership Plan. All such ADSs and New Preferred Shares were sold within 90 days
following the NMC Transaction, and the proceeds were invested in Grace Common
Stock and credited to the New Grace Employee Stock Ownership Plan.
The Grace Common Stock and New Preferred Shares received with respect to the
shares of common stock of Old Grace held in the Grace Stock Fund were credited
to the New Grace Stock Fund. All such New Preferred Shares were sold within 90
days following the NMC Transaction, and the proceeds were invested in Grace
Common Stock and credited to the New Grace Stock Fund. The ADSs received with
respect to such shares of common stock of Old Grace were credited to the ADS
Fund.
<PAGE>
F-6
Contributions to the Plan:
Plan participants may elect to contribute to the Plan from 2% to 16% of their
compensation (which, for purposes of the Plan, consists of salary and/or
commissions, incentive compensation, specially granted bonus awards, shift
differential and overtime pay).
Participant contributions may be made from before-tax and/or after-tax income,
as provided under Sections 401(k) and 401(m) of the Internal Revenue Code of
1986, as amended (the "Code"), subject to an annual dollar limit on before-tax
contributions of $9,500 for 1996 ($9,240 for 1995), which is in turn subject to
annual adjustment for inflation and to regulations that restrict the
contribution percentages of highly compensated participants in order to prevent
discrimination in their favor. In addition, for both 1996 and 1995, federal
income tax law limited to $150,000 (subject to annual adjustment for inflation)
the annual compensation on which tax-qualified plan benefits may be based.
A Company contribution equal to 50% of each participant's contribution is made
to the Plan; however, no Company contribution is made with respect to a
participant's contribution in excess of 6% of his compensation. Therefore, the
maximum Company contribution is 3% of each participant's compensation, subject
to the annual limitations noted above.
Investment Options:
Participants may elect to have their contributions invested in any one or more
of the following funds in which the Plan participates:
Fixed Income Fund
The Fixed Income Fund is invested in fixed income securities
or obligations, interest-bearing bank accounts or guaranteed
income funds established or maintained by licensed insurance
companies. Excess cash may be invested in short-term fixed
income securities.
New Grace Stock Fund
The New Grace Stock Fund is invested in Grace Common Stock.
Pending investment, cash credited to this Fund may be invested
in short-term securities.
ADS Fund
The ADS Fund holds the ADSs that were credited to the accounts
of each participant who had a balance in the Grace Stock Fund
immediately prior to the NMC Transaction. Participants may
transfer balances out of the ADS Fund at any time, but may not
deposit or transfer any funds into the ADS Fund. The ADS Fund
will be eliminated from the Plan on December 31, 1998; any
balances remaining in such fund at that date will be credited
to the Fixed Income Fund. Pending investment, cash credited to
this Fund may be invested in short-term securities.
The Plan also offers the following five Fidelity Mutual Funds
to Plan participants:
Fidelity Balanced Fund is invested in both fixed
income securities and equity securities at all times.
Fidelity Growth and Income Fund is invested in equity
securities at all times and may be invested in fixed
income securities, depending upon market conditions.
<PAGE>
F-7
Fidelity Blue Chip Growth Fund is invested in equity
securities of companies with higher than average
earnings growth.
Fidelity Contrafund is invested in equity securities
of companies generally out of favor with the market
that are judged by the Fund's investment manager to
be capable of above average growth in value.
Fidelity OTC Portfolio is invested in equity
securities of smaller companies traded in the
over-the-counter market.
At December 31, 1996 and 1995, the number of participants contributing to the
Plan was 7,169 and 7,714, respectively, and the number of participants in the
various Funds (including former employees whose funds have not yet been
distributed and who no longer contribute to the Plan) was as follows:
DECEMBER 31, 1996 DECEMBER 31, 1995
----------------- -----------------
Fixed Income Fund 6,886 7,632
Grace Stock Fund - 11,281
New Grace Stock Fund 10,824 -
Fidelity Balanced Fund 2,191 2,710
Fidelity Growth & Income Fund 2,091 1,464
Fidelity Blue Chip Growth Fund 3,548 3,583
Fidelity Contrafund 2,524 2,102
Fidelity OTC Fund 1,313 897
ADS Fund 2,134 -
The Plan provides that a statement of each participant's account be sent to the
participant at least once a year. Presently, such statements are sent at the end
of each calendar quarter.
On any business day, participants may allocate their future contributions among
the Funds and transfer the amounts related to their prior contributions in any
of the Funds to other Funds (other than the ADS Fund). Transfers may be in whole
dollar amounts or in multiples of 5% of the participant's account balance.
Company contributions are generally credited to the Employee Stock Ownership
Plan ("New ESOP Fund"). The New ESOP Fund is invested in Grace Common Stock. The
New ESOP Fund is an Employee Stock Ownership Plan, within the meaning of the
Code.
Eligible employees (generally, those age 50 and older) may elect to transfer all
or a portion of their Company contributions once each year from the ESOP Fund to
any of the other Funds except the New Grace Stock Fund and the ADS Fund. Such
transfers may be in whole dollar amounts or multiples of 5% of the participant's
account balance.
Participant Loans
Participants may borrow up to one-half of the value of their account balance up
to $50,000. Loans may be for a term of one to five years for a general purpose
loan and up to twenty years for a loan to purchase a principal residence. The
interest rate for the loans is fixed for the term of the loan and the loans are
repaid in monthly installments. Participants can repay the outstanding loan
balance in full at any time without penalty. Loans are considered to be in
default and treated as a distribution for tax purposes if no payment is received
for ninety days. If employment with the Company ends, any outstanding loan
balance will be considered a distribution if not repaid within ninety days.
<PAGE>
F-8
Interest paid on loans is credited to the individual funds from which the loan
was taken and is shown as interest income within those funds.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounts of the Plan are maintained on the accrual basis of accounting which
is acceptable under U.S. Department of Labor Regulations and is in accordance
with generally accepted accounting principles.
Investments in publicly traded securities are valued at the last reported sales
price on the last day of the year. Investments in the Fidelity Mutual Funds are
valued at their respective market prices quoted at year-end, which represent the
net asset value of the securities held in such Funds. Investments in commercial
paper, U.S. Treasury bills and U.S. government securities mutual funds are
valued at cost, which approximates market value. Investments in insurance
company contracts are stated at contract value, which represents contributions
made under the contract plus interest at the contract rate, less funds used for
withdrawals. Loans receivable are valued at cost, which approximates fair value.
The assets of the Plan are commingled in the Trust Fund of the W. R. Grace & Co.
Profit Sharing and Savings and Investment Plans ("Trust Fund") with the assets
of other tax-qualified profit sharing and savings and investment plans
maintained by the Company. The Trust Fund is administered by The Fidelity
Management Trust Company ("Trustee"). For each Fund, assets and investment
returns are allocated to each plan pro rata, based upon each plan's daily net
asset balance in the Fund and the Trust Fund's daily total net asset balance
attributable to the Fund. Income of each Fund is reinvested in that Fund, except
that dividends paid on shares of Grace Common Stock held in the New ESOP Fund
are paid to participants on a quarterly basis or within 90 days after the end of
the calendar year in which the dividends are received. The New ESOP Fund
dividends are not treated as income to the Plan or as distributions to
participants. The Trustee manages the New Grace Stock Fund and the New ESOP Fund
by purchasing shares of Grace Common Stock and by selling shares to the extent
necessary to obtain cash for disbursements and transfers from the Funds.
Investment management of the Fixed Income Fund and investment oversight of the
Fidelity Mutual Funds is the responsibility of the Investment and Benefits
Committee appointed by the Grace Board of Directors, or as delegated by that
Committee.
The Plan recognizes benefits when paid.
The Plan recognizes a gain or loss on Grace Common Stock distributed to
participants in an amount equal to the difference between the market value at
the distribution date and the average cost of the shares distributed. The cost
of securities sold is determined on the basis of average cost, and a gain or
loss is recorded equal to the difference between average cost and the proceeds
from the sale.
Amounts transferred to successor trustees are deducted from the Plan's net
assets upon the divestiture of, or discontinuance of participation by, a
participating unit.
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect the reported amounts of assets and liabilities, at the
date of the financial statements. Actual amounts may differ from the estimates
used.
<PAGE>
F-9
NOTE 3 - INVESTMENTS
Fixed Income Fund:
The investments in the Fixed Income Fund consist primarily of guaranteed fixed
income contracts, as shown below:
<TABLE>
<CAPTION>
ISSUER & RATE VALUE AT DECEMBER 31, REPAYMENT TERMS
- ----------------------------------- ------------------------------- ---------------------------------
1996 1995
---- ----
<S> <C> <C> <C>
Metropolitan Life Insurance Co.:
9.05% $ - $ 65,553,785 Repaid 10/15/96
7.00% 47,906,997 44,925,983 Repayable 12/15/99
People Security Life Repayable in equal installments on
6.87% 43,443,713 - 12/15/2000 and 12/14/2001
Prudential Insurance Company:
9.13% 133,321,676 122,585,478 Repayable 6/1/97
New York Life:
5.91% 20,566,711 19,582,728 Repayable 12/15/99
John Hancock Mutual Life
Insurance Company:
7.02% 22,646,956 21,233,779 Repayable 6/30/01
7.85% 39,580,553 36,825,114 Repayable 12/15/00
6.01% 20,197,323 19,583,387 Repayable 6/15/98
------------ -------------
$327,663,929 $ 330,290,254
</TABLE>
Other investments in the Fixed Income Fund at December 31, 1996 and 1995
consisted of the following:
DECEMBER 31,
------------------------------
1996 1995
---- ----
Commercial paper, at cost, which
approximates market value $5,662,089 $ 563,653
========== =========
New Grace Stock Fund
As of December 31, 1996, the New Grace Stock Fund held 624,310 shares of Grace
Common Stock.
Sales/distributions of the Grace Common Stock by/from the New Grace Stock Fund
resulted in net realized gains, as follows:
DECEMBER 31,
------------
1996
----
Proceeds from sales/distributions
of securities $5,555,136
Cost of securities sold/distributed 4,883,359
----------
Net realized gain $ 671,777
==========
<PAGE>
F-10
Other investments in the New Grace Stock Fund under the Plan at December 31,
1996 consisted of the following:
DECEMBER 31,
------------
1996
----
Commercial paper, at cost, which
approximates market value $ 916,378
==========
New ESOP Fund:
As of December 31, 1996, this Fund held 2,367,534 shares of Grace Common Stock.
Sales/distributions of Grace Common Stock by/from the New ESOP Fund under the
Plan resulted in net realized gains, as follows:
DECEMBER 31,
------------
1996
----
Proceeds from sales/distributions
of securities $3,818,655
Cost of securities sold/distributed 2,067,615
----------
Net realized gain $1,751,040
==========
Other investments in the New ESOP Fund at December 31, 1996 consisted of the
following:
DECEMBER 31,
------------
1996
----
Commercial paper, at cost, which
approximates market value $1,134,077
==========
ADS Fund:
The fair value of investments in the ADS Fund at December 31, 1996 was as
follows:
DECEMBER 31,
------------
1996
----
Commercial paper $ 344,606
ADSs 12,048,356
============
$ 12,392,962
============
<PAGE>
F-11
Sales/distributions of ADSs by/from the ADS Fund under the Plan resulted in net
realized gains, as follows:
DECEMBER 31,
------------
1996
----
Proceeds from sales/distributions
of securities $3,650,735
Cost of securities sold/distributed 2,458,029
----------
Net realized gain $1,192,706
==========
NOTE 4 - FEDERAL INCOME TAXES
On July 13, 1995, the Internal Revenue Service issued a letter stating that the
Plan, as then in effect, was in compliance with the applicable requirements of
the Code. The Plan has been amended since the issuance of this determination
letter. However, the Plan Administrator believes that the Plan is currently
designed and is currently being operated in compliance with the applicable
requirements of the Code. Therefore, the Plan Administrator believes the Plan
continues to be qualified, and the related Trust continues to be tax exempt.
NOTE 5- PLAN TERMINATION
Grace anticipates that the Plan will continue indefinitely, but reserves the
right to amend or discontinue the Plan at any time. A participating unit may
terminate its participation in the Plan with the approval of Grace's Board of
Directors.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrative Committee has duly caused this annual report to be signed
on its behalf by the undersigned thereunto duly authorized.
W. R. GRACE & CO.
SALARIED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
By: /s/ J. A. LONGO
------------------------------
J. A. Longo
Chairman, Administrative
Committee
Date: June 27, 1997
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 333-13647) of
W. R. Grace & Co. of our report dated May 30, 1997 appearing on page F-1 of
the Annual Report of the W. R. Grace & Co. Salaried Employees Savings and
Investment Plan on Form 11-K for the year ended December 31, 1996.
PRICE WATERHOUSE LLP
/s/ PRICE WATERHOUSE LLP
Ft. Lauderdale, Florida
June 27, 1997
