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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): November 23, 1998
W. R. GRACE & CO.
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(Exact name of registrant as specified in its charter)
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Delaware 1-13953 65-0773649
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(State of Incorporation) (Commission File Number) (IRS Employer Identification No.)
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1750 Clint Moore Road, Boca Raton, Florida 33487
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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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(Former name or former address, if changed since last report.)
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W. R. GRACE & CO.
FORM 8-K
CURRENT REPORT
FORWARD-LOOKING STATEMENTS
This Form 8-K being filed by W. R. Grace & Co. ("Grace") contains
"forward-looking statements." These statements are indicated by future tense
verbs and words such as "anticipates." Forward-looking statements involve
various risks and uncertainties, including those contained in the section
entitled "Projections and Other Forward-Looking Information" in Grace's Annual
Report on Form 10-K for the fiscal year ended December 31, 1997 and throughout
Grace's Information Statement dated February 13, 1998. As a result, future
results may differ materially from the expected results represented by the
forward-looking statements contained in this Form 8-K.
ITEM 5. OTHER EVENTS.
On November 23, 1998, Grace issued a press release, a copy of which is
filed as an exhibit hereto and is incorporated by reference herein.
Grace's 1999 annual meeting of stockholders has been rescheduled from
Monday, May 10, 1999 to Tuesday, May 11, 1999.
Grace's By-laws require that stockholders give advance notice and
furnish certain information to Grace in order to bring a matter of business
before an annual meeting of stockholders or to nominate a person for election
as a director. For the 1999 annual meeting of stockholders, now scheduled to be
held on May 11, 1999, Grace must receive such notice and information by no
later than March 12, 1999 (sixty days prior to the meeting) and no earlier than
February 10, 1999 (ninety days prior to the meeting). Any such notice should be
delivered to Grace's Secretary at Grace's principal executive offices.
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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 on its behalf by the
undersigned hereunto duly authorized.
W. R. GRACE & CO.
Date: December 3, 1998 By: /s/ David B. Siegel
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David B. Siegel
Senior Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Grace's Press Release dated November 23, 1998
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[GRACE NEWS LOGO]
#2712
CORPORATE COMMUNICATIONS
W. R. Grace & Co.
1750 Clint Moore Road
Boca Raton, FL 33487-2707
CONTACT: Media Relations:
Jane D. McGuinness
(561)362-1343
Investor Relations:
Susan G. Eccher
(561)362-1331
GRACE RECEIVES $57 MILLION FROM INSURANCE SETTLEMENT
DAREX STRATEGIC REVIEW COMPLETED
CEO ANNOUNCES NEW PRODUCTIVITY AND GROWTH INITIATIVES
BOCA RATON, Florida, November 23, 1998 -- W. R. Grace & Co. (NYSE:
GRA) announced today that it has entered into a settlement with one of its
insurance carriers which provides for a $57 million lump-sum cash payment to
Grace for previously incurred costs related to environmental remediation. The
cash payment, which was received last week, will be recorded as income in the
fourth quarter.
DAREX CONTAINER PRODUCTS
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The company also announced that it had completed its strategic review
of the Darex Container Products business and that the business will remain
within Grace. Remarked Grace President and Chief Executive Officer Paul J.
Norris, "The Darex business has some excellent growth opportunities coming out
of the R&D pipeline. Despite the recent market difficulties this business has
faced, I am convinced that developing and commercializing the new oxygen
scavenging products is the best course of action for Grace shareholders at this
time. In addition, the Darex team is working now on identifying further cost
savings programs to restore near-term profitability growth."
(more)
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NEW PRODUCTIVITY AND GROWTH INITIATIVES
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Norris also announced new initiatives to continue to increase Grace
shareholder value, saying, "We are conducting a company-wide review of various
administrative and operating functions to identify productivity improvements.
We will also immediately begin an intensive strategic review to identify growth
opportunities for the company, both internal and through acquisition."
The company indicated that, in light of its strategic growth review,
it will repurchase shares from time to time as market conditions permit, rather
than at the aggressive pace previously indicated. The company has repurchased
approximately 4.9 million shares under this program since it began in April.
OTHER DEVELOPMENTS
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Grace reported that it has not yet identified a buyer or strategic
partner for the Circe Biomedical operation. Grace is continuing discussions
with potential buyers and partners, but if it is unable to make appropriate
arrangements, the operation will be shut down. Costs of shutdown will be
included in the fourth quarter, after which the company expects to report no
material further costs associated with the project.
Grace has completed its review of the possibility of obtaining
high-level asbestos-related insurance coverage and has determined not to
acquire such insurance coverage at this time. Based on recent favorable trends
in new personal injury claims received, the company believes that purchasing
insurance is not currently in shareholders' best interests.
Grace's accounting policy for asbestos liabilities continues to be to
accrue for the estimated cost of defending and disposing of all pending
property damage and personal injury claims as well as the cost of personal
injury claims expected to be filed in the coming five years. The company
reviews the adequacy of this accrual, and the need to replenish it, every
quarter.
(more)
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1998 FOURTH QUARTER
Grace also stated that it expects to take a number of non-recurring
charges in the fourth quarter. These charges, the amounts of which are not yet
finalized, will cover expected additional costs to remediate environmental
issues on a Grace site and other matters, including Circe shutdown costs and
any asbestos-related reserve replenishment. In aggregate, management estimates
that these charges could be in the range of $50 million.
Additionally, Grace indicated that the administrative and operating
productivity review, along with the Darex cost savings study, may also result
in fourth quarter charges.
Commenting on the announcements, Norris said, "We have come to
decisions on several important strategic matters and now look forward to
driving growth and profitability in all our businesses. I am enthusiastic about
Grace's prospects in the near and long term. We will use productivity
improvements to continue to drive earnings short term, while identifying
additional sources of growth for the long term."
Grace is a leading global supplier of catalysts and silica products,
specialty construction chemicals and building materials, and container sealants
and closure systems. With annual sales of approximately $1.5 billion, Grace has
6,300 employees and operations in nearly 40 countries.
For more information, visit Grace's Web site at www.grace.com.
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This announcement contains "forward-looking" information. Future
results may differ from those discussed in this announcement. Information
concerning some of the factors that could cause such differences can be found
under the headings "Projections and Other Forward-Looking Information" in
Grace's Annual Report on Form 10-K for 1997 and "Certain Risk Factors" in the
Company's Information Statement dated February 13, 1998.
