SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 14, 1997
W. R. GRACE & CO.
(Exact name of registrant as specified in its charter)
Delaware 1-12139 65-0654331
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
One Town Center Road, Boca Raton, Florida 33486-1010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 561/362-2000<PAGE>
Item 5. Other Events.
Attached as an exhibit hereto and incorporated by
reference herein is Exhibit E to the Merger Agreement, a term
sheet describing the principal terms of a new series of
convertible preferred stock, par value $.10 per share, of New
Sealed Air to be issued in the Merger (the "Term Sheet").
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
Exhibits. The following exhibits are filed with this
Report:
Exhibit No. Description
4.1 Term Sheet (Exhibit E to the
Merger Agreement)
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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.
(Registrant)
By /s/ Robert B. Lamm
Robert B. Lamm
Vice President and Secretary
Dated: August 21, 1997
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W. R. GRACE & CO.
Current Report on Form 8-K
Exhibit Index
Exhibit No. Description
4.1 Term Sheet (Exhibit E to the
Merger Agreement)
EXHIBIT 4.1
EXHIBIT E
TERMS OF NEWCO SENIOR
CONVERTIBLE PREFERRED STOCK
Liquidation Preference $1.8 billion aggregate
Face Amount: $50 per share, plus accrued but unpaid dividends.
Conversion Rate: Convertible (at any time) into Newco Common Shares at a
conversion price of $56.525 per share or .8845644 of a
Newco Common Share per Newco Convertible Preferred
Share (subject to Antidilution Provisions).
Dividend Rate: 4% annual dividend.
Dividends to be payable quarterly in arrears and to be
cumulative.
Optional Redemption: The Newco Convertible Preferred Shares may not be
redeemed until on or after the third anniversary of the
Effective Time. Thereafter, until the fifth
anniversary of the Effective Time, Newco may redeem for
cash the Convertible Preferred Shares, in whole or in
part at its option, at the applicable Redemption Price
plus accrued but unpaid dividends through the payment
date set forth below, but only if the closing market
price of Newco Common Shares equals or exceeds the
applicable Target Common Stock Price set forth below
for at least 20 trading days during any consecutive 30-
day trading period ending on the trading day prior to
the date of mailing of the notice of redemption. After
the tenth anniversary of the Effective Time, Newco may
redeem the Newco Convertible Preferred Shares, in whole
or in part (subject to standard procedures) at any time
at its option, at par plus accrued but unpaid dividends
through the payment date.
REDEMPTION PRICE
REDEMPTION BETWEEN TARGET COMMON (% OF LIQUIDATION
ANNIVERSARIES STOCK PRICE PREFERENCE)
3 and 4 $70.6563 102.8 (plus accrued
4 and 5 70.6563 102.4 dividends)
5 and 6 N/A 102.0
6 and 7 N/A 101.6
7 and 8 N/A 101.2
8 and 9 N/A 100.8
9 and 10 N/A 100.4
Thereafter N/A 100.0<PAGE>
Mandatory Redemption: 20th anniversary of the Effective Time.
Voting Rights: General voting rights with Newco Common Shares voting
as a single class and on an as-converted basis.
Special class voting rights of preferred stock to the
extent required by NYSE rules.
Antidilution Provisions: Customary.
Ranking: Senior to junior preferred stock and common stock or
pari-passu with all other preferred stock issued by
Newco. No preferred stock shall be issued senior to
the Newco Convertible Preferred Stock without the
consent of the holders.
Listing: NYSE
Other Terms: Customary for a senior convertible voting preferred
stock.
