<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. HOURLY 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. Hourly 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. Hourly 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. Hourly 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. HOURLY 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 $ 8,813,550 $ 7,728,436
Other securities, at cost 314,581 80,408
W. R. Grace & Co. Common Stock
New Grace Stock (Note 1)
(cost: 1996 - $ 7,083,565) 9,998,825 --
Old Grace Stock (Note 1)
(cost: 1995 - $5,496,309) -- 6,958,421
FMC ADS (Note 1)
(cost: 1996 - $647,725) 975,319 --
Fidelity mutual funds
(cost: 1996 - $5,517,733;
1995 - $3,852,416)
Balanced Fund 1,058,317 1,008,700
Growth & Income Fund 710,160 288,028
Blue Chip Growth Fund 2,426,633 1,777,920
Contrafund 1,496,749 871,729
OTC Fund 420,955 183,101
Loans receivable 1,338,851 922,943
Contributions receivable 99,197 72,605
----------- -----------
Net assets available
for plan benefits $27,653,137 $19,892,291
=========== ===========
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE>
F - 3
<TABLE>
<CAPTION>
W. R. GRACE & CO. HOURLY 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 Ownership New Grace Employee Stock
Fund Fund(**) Plan(**) ADS Fund Stock Fund Ownership Plan
------------- ------------- ------------- -------------- --------------- --------------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Participants $ 2,174,480 $ 260,002 $ - $ - $ 103,545 $ -
Transfers among funds (698,986) (1,741,418) (5,013,674) 632,305 1,806,754 4,846,976
Company - - 1,105,805 - - 394,938
------------- ------------- ------------- -------------- --------------- --------------
Total 1,475,494 (1,481,416) (3,907,869) 632,305 1,910,299 5,241,914
------------- ------------- ------------- -------------- --------------- --------------
Income/(loss) from
investments:
Interest 700,695 6,140 10,574 - - 1,292
Dividends - - (*) - - (*) - (*) -
Net realized gain/(loss) - 299,207 559,145 32,494 14,761 73,758
Change in unrealized
(depreciation)/appreciation - (340,843)(*) (1,711,538) 350,007 (*) 346,737 (*) 2,763,760
------------- ------------- ------------- -------------- --------------- --------------
Total 700,695 (35,496) (1,141,819) 382,501 361,498 2,838,810
------------- ------------- ------------- -------------- --------------- --------------
Less:
Participant withdrawals 916,007 119,334 325,243 11,047 11,322 163,815
Administrative expenses 28,026 1,892 36,052 561 125 12,147
------------- ------------- ------------- -------------- --------------- --------------
Net increase/(decrease) 1,232,156 (1,638,138) (5,410,983) 1,003,198 2,260,350 7,904,762
Net assets available
for plan benefits:
Beginning of year 7,770,920 1,638,138 5,410,983 - - -
------------- ------------- ------------- -------------- --------------- --------------
End of year $ 9,003,076 $ - $ - $ 1,003,198 $ 2,260,350 $ 7,904,762
============= ============= ============= ============== =============== ==============
<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 $ 305,197 $ 200,225 $ 699,256 $ 450,766 $ 105,916 $ - $ 4,299,387
Transfers among funds (296,627) 158,471 (271,675) (22,176) 88,907 511,143 -
Company - - - - - - 1,500,743
------------- --------------- ------------- ------------- ------------- ------------ -------------
Total 8,570 358,696 427,581 428,590 194,823 511,143 5,800,130
------------- --------------- ------------- ------------- ------------- ------------ -------------
Income/(loss) from
investments:
Interest 4,564 841 6,427 3,917 337 - 734,787
Dividends 46,718 29,734 163,591 110,065 42,344 - 392,452
Net realized gain/(loss) 9,492 9,739 36,005 20,813 5,626 - 1,061,040
Change in unrealized
(depreciation)/appreciation 39,395 50,560 107,177 109,791 11,094 - 1,726,140
------------- --------------- ------------- ------------- ------------- ------------ -------------
Total 100,169 90,874 313,200 244,586 59,401 - 3,914,419
------------- --------------- ------------- ------------- ------------- ------------ -------------
Less:
Participant withdrawals 56,682 25,184 87,439 43,486 15,487 95,235 1,870,281
Administrative expenses 1,469 602 949 1,558 41 83,422
------------- --------------- ------------- ------------- ------------- ------------ -------------
Net increase/(decrease) 50,588 423,784 652,393 628,132 238,696 415,908 7,760,846
Net assets available
for plan benefits:
Beginning of year 1,012,956 289,788 1,786,191 876,308 184,064 922,943 19,892,291
------------- --------------- ------------- ------------- ------------- ------------ -------------
End of year $ 1,063,544 $ 713,572 $ 2,438,584 $ 1,504,440 $ 422,760 $ 1,338,851 $ 27,653,137
============= =============== ============= ============= ============= ============ =============
<FN>
(*) Dividends received are reinvested in The accompanying notes to financial statements
shares of Grace Common Stock (or ADSs, in are an integral part of this statement.
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
<TABLE>
<CAPTION>
W. R. GRACE & CO. HOURLY 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
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 $ 2,147,583 $ 297,343 $ - $ 311,770 $ 129,783 $ 608,870
Transfers among funds (486,640) 217,425 (322,775) (185,691) 34,605 126,456
Company - - 1,425,797 - - -
------------- ------------- ------------- ------------- --------------- -------------
Total 1,660,943 514,768 1,103,022 126,079 164,388 735,326
------------- ------------- ------------- ------------- --------------- -------------
Income from investments:
Interest 620,910 4,721 7,029 4,330 264 5,157
Dividends - - (*) - 40,959 11,097 127,192
Net realized gain/(loss) - 250,709 214,070 (5,167) 2,975 39,930
Change in unrealized
appreciation - 225,099(*) 1,463,968 92,454 37,044 127,342
------------- ------------- ------------- ------------- --------------- -------------
Total 620,910 480,529 1,685,067 132,576 51,380 299,621
------------- ------------- ------------- ------------- --------------- -------------
Less:
Participant withdrawals 714,071 147,415 379,546 98,475 2,821 67,288
Administrative expenses 26,385 1,977 46,429 1,274 280 527
------------- ------------- ------------- ------------- --------------- -------------
Net increase 1,541,397 845,905 2,362,114 158,906 212,667 967,132
Net assets available
for plan benefits:
Beginning of year 6,229,523 792,233 3,048,869 854,050 77,121 819,059
------------- ------------- ------------- ------------- --------------- -------------
End of year $ 7,770,920 $ 1,638,138 $ 5,410,983 $ 1,012,956 $ 289,788 $ 1,786,191
============= ============= ============= ============= =============== =============
<PAGE>
<CAPTION>
Fidelity
Fidelity OTC Loans
Contrafund Fund Receivable Total
------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Contributions:
Participants $ 337,069 $ 70,989 $ - $ 3,903,407
Transfers among funds 118,325 61,131 437,164 -
Company - - - 1,425,797
------------- ------------- ------------ -------------
Total 455,394 132,120 437,164 5,329,204
------------- ------------- ------------ -------------
Income from investments:
Interest 1,933 111 - 644,455
Dividends 67,863 9,964 - 257,075
Net realized gain/(loss) 16,270 11,097 - 529,884
Change in unrealized
appreciation 71,749 13,785 - 2,031,441
------------- ------------- ------------ -------------
Total 157,815 34,957 - 3,462,855
------------- ------------- ------------ -------------
Less:
Participant withdrawals 53,510 48,698 15,541 1,527,365
Administrative expenses 1,533 - 78,405
------------- ------------- ------------ -------------
Net increase 558,166 118,379 421,623 7,186,289
Net assets available
for plan benefits:
Beginning of year 318,142 65,685 501,320 12,706,002
------------- ------------- ------------ -------------
End of year $ 876,308 $ 184,064 $ 922,943 $ 19,892,291
============= ============= ============ =============
<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. HOURLY EMPLOYEES
SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
The following description of the W. R. Grace & Co. Hourly 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 January 1,
1987, 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 hourly 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 regular wages,
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), subject to annual adjustment
for inflation. 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.
Fidelity Blue Chip Growth Fund is invested in equity
securities of companies with higher than average
earnings growth.
<PAGE>
F-7
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 Fund 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 1,929 and 1,877, 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 1,112 1,120
Grace Stock Fund - 1,912
New Grace Stock Fund 2,015 -
Fidelity Balanced Fund 347 361
Fidelity Growth & Income Fund 304 220
Fidelity Blue Chip Growth Fund 668 616
Fidelity Contrafund 419 355
Fidelity OTC Fund 178 131
ADS Fund 317 -
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 New Grace 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.
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.
<PAGE>
F-8
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% $ - $ 1,533,888 Repaid 10/15/96
7.00% 1,288,610 1,051,220 Repayable 12/15/99
People Security Life Repayable in equal installments on
6.87% 1,168,555 - 12/15/2000 and 12/14/2001
Prudential Insurance Company:
9.13% 3,586,105 2,868,367 Repayable 6/1/97
New York Life:
5.91% 553,206 458,215 Repayable 12/15/99
John Hancock Mutual Life
Insurance Company:
7.02% 609,161 496,848 Repayable 6/30/01
7.85% 1,064,643 861,688 Repayable 12/15/00
6.01% 543,270 458,230 Repayable 6/15/98
----------- -----------
$ 8,813,550 $ 7,728,436
</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 $ 152,300 $ 13,189
========= =========
New Grace Stock Fund:
As of December 31, 1996, the New Grace Stock Fund held 42,357 shares of Grace
Common Stock.
<PAGE>
F-10
Sales/distributions of 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 $ 109,849
Cost of securities sold/distributed 95,088
----------
Net realized gain $ 14,761
==========
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 $ 62,166
==========
New ESOP Fund:
As of December 31, 1996, this Fund held 150,857 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 $ 245,387
Cost of securities sold/distributed 171,629
----------
Net realized gain $ 73,758
==========
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 $ 72,236
==========
<PAGE>
F-11
ADS Fund:
The fair value of investments in the ADS Fund at December 31, 1996 was as
follows:
DECEMBER 31,
------------
1996
----
Commercial paper $ 27,879
ADSs 975,319
==========
$1,003,198
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 $ 98,926
Cost of securities sold/distributed 66,432
----------
Net realized gain $ 32,494
==========
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.
HOURLY 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. 333-13645) 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. Hourly 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
