<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, 1993
Commission File Number 1-3720
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, independent accountants, dated June 27, 1994.
(b) EXHIBITS. A Consent of Price Waterhouse is being filed as an
exhibit to this Report.
<PAGE>
F-1
REPORT OF INDEPENDENT ACCOUNTANTS
June 27, 1994
To the Participants and
Administrative Committee of the
W. R. Grace & Co. Salaried Employees
Savings and Investment Plan
In our opinion, the accompanying statements of nets assets available for
benefits and the related statements of changes in net assets available for
benefits appearing on pages F-2 through F-12 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, 1993
and 1992, 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; 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 administrator, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.
<PAGE>
F-2
W. R. GRACE & CO. SALARIED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
DECEMBER 31, 1993 AND 1992
<TABLE>
<CAPTION>
1993 1992
------------ ------------
<S> <C> <C>
Assets:
Investments:
Insurance company contracts at
contract value $ 284,145,921 $ 244,617,172
Other securities
(cost: 1993, $13,950,694;
1992, $55,372,412) 13,950,694 66,506,081
W. R. Grace & Co.
common stock
(cost: 1993, $66,559,083:
1992, $66,333,395) 103,798,825 107,677,243
Fidelity Mutual Funds
(cost, 1993: $98,516,686)
Balanced Fund 46,064,553 --
Growth & Income Fund 5,793,240 --
Blue Chip Growth Fund 28,009,245 --
Contrafund 13,804,903 --
OTC Fund 2,144,820 --
--
Contributions receivable 2,318,450 6,583,526
Dividends and interest
receivable -- 312,914
------------- -------------
Total assets 500,030,651 425,696,936
------------- -------------
Liabilities:
Participant withdrawals -- 8,738,305
Administrative expenses -- 277,166
------------- -------------
Total liabilities -- 9,015,471
------------- -------------
Net assets available
for plan benefits $ 500,030,651 $ 416,681,465
------------- -------------
------------- -------------
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE>
F-3
W. R. GRACE & CO. SALARIED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1993
<TABLE>
<CAPTION>
FUND D - EMPLOYEES' FIDELITY
FIXED INCOME FUND B - DIVERSIFIED GRACE STOCK STOCK BALANCED
FUND EQUITY FUND FUND FUND OWNERSHIP PLAN FUND
--------------- ------------------ -------------- ------------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Participants $ 16,352,502 $ 968,412 $ 2,133,948 $ 2,435,490 $ -- $ 2,888,834
Transfers among funds 538,529 (21,210,519) (46,103,954) (6,803,488) (7,681,710) 39,115,616
Company -- -- -- -- 8,404,331 --
Transfer from/(to) Energy Plan 32,911,628 (39,507) (6,079) 3,933,090 -- 3,156,054
Transfer from Grace Offshore Plan 1,892,269 -- -- -- -- --
Transfer from HOMCO Plan 437,464 -- -- -- -- --
---------------- --------------- -------------- ------------ ------------- -----------
Total 52,132,392 (20,281,614) (43,976,085) (434,908) 722,621 45,160,504
---------------- --------------- -------------- ------------ ------------- -----------
Income (loss) from
investments:
Interest 23,318,635 18,939 732,456 26,903 87,649 --
Dividends -- 138,992 213,928 580,193 -- 2,966,171
Net realized gain -- 5,498,439 5,009,336 2,312,130 2,047,062 98,314
Change in unrealized
appreciation or (depreciation) -- (7,336,443) (3,904,859) (1,849,225) (1,475,914) (952,266)
---------------- --------------- -------------- ------------ ------------- -----------
Total 23,318,635 (1,680,073) 2,050,861 1,070,001 658,797 2,112,219
---------------- --------------- -------------- ------------ ------------- -----------
Less:
Participant withdrawals 17,432,480 517,665 1,172,568 1,793,140 4,937,081 927,124
Administrative expenses 511,731 49,213 72,618 18,813 95,442 9,522
---------------- --------------- -------------- ------------ ------------- -----------
Net (decrease)/increase 57,506,816 (22,528,565) (43,170,410) (1,176,860) (3,651,105) 46,336,077
Net assets available
for plan benefits:
Beginning of year 241,358,477 22,528,565 43,170,410 24,132,589 85,491,424 --
---------------- --------------- -------------- ------------ ------------- ------------
End of year $ 298,865,293 $ -- $ -- $ 22,955,729 $ 81,840,319 $ 46,336,077
---------------- --------------- -------------- ------------ ------------- ------------
---------------- --------------- -------------- ------------ ------------- ------------
<CAPTION>
FIDELITY FIDELITY FIDELITY
GROWTH & INCOME BLUE CHIP FIDELITY OTC
FUND GROWTH FUND CONTRAFUND FUND TOTAL
------------------- ------------------ ------------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Contributions:
Participants $ 342,859 $ 1,647,852 $ 842,604 $ 156,598 $ 27,769,099
Transfers among funds 4,881,597 23,380,340 12,134,832 1,748,757 --
Company -- -- -- -- 8,404,331
--
Transfer from/(to) Energy Plan 373,782 1,633,577 424,426 151,962 42,538,933
Transfer from Grace Offshore Plan -- -- -- -- 1,892,269
Transfer from HOMCO Plan -- -- -- -- 437,464
------------------ ------------------ ------------- ------------ ------------
Total 5,598,238 26,661,769 13,401,862 2,057,317 81,042,096
------------------ ------------------ ------------- ------------ ------------
Income (loss) from
investments:
Interest -- -- -- -- 24,184,582
Dividends 197,166 3,847,465 863,518 194,587 9,002,020
Net realized gain 6,866 (18,257) 14,496 25 14,968,411
Change in unrealized
appreciation or (depreciation) 39,840 (1,412,030) (298,154) (87,615) (17,276,666)
------------------ ------------------ ------------- ------------ ------------
Total 243,872 2,417,178 579,860 106,997 30,878,347
------------------ ------------------ ------------- ------------ ------------
Less:
Participant withdrawals 16,152 909,949 92,725 4,691 27,803,575
Administrative expenses 492 4,870 4,897 84 767,682
------------------ ------------------ ------------- ------------ ------------
Net (decrease)/increase 5,825,466 28,164,128 13,884,100 2,159,539 83,349,186
Net assets available
for plan benefits:
Beginning of year -- -- -- -- 416,681,465
------------------ ------------------ ------------- ------------ ------------
End of year $ 5,825,466 $ 28,164,128 $ 13,884,100 $ 2,159,539 $ 500,030,651
------------------ ------------------ ------------- ------------ ------------
------------------ ------------------ ------------- ------------ ------------
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<PAGE>
F-4
W. R. GRACE & CO. SALARIED EMPLOYEES
SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS
AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1992
<TABLE>
<CAPTION>
FUND D - EMPLOYEES'
FIXED INCOME FUND B - DIVERSIFIED GRACE STOCK STOCK
FUND EQUITY FUND FUND FUND OWNERSHIP PLAN TOTAL
-------------- ----------- ------------ ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C>
Contributions:
Participants $ 18,706,297 $2,497,354 $ 6,767,981 $2,911,495 $ 218,725 $31,101,852
Transfers among funds (3,630,895) 944,310 717,150 3,549,705 (1,580,270) -
Company -- -- -- -- 10,471,983 10,471,983
Transfer to Baker & Taylor (6,474,282) (443,985) (1,207,667) (369,325) (1,913,603) (10,408,862)
Transfer to Grace Hourly Plan -- -- -- (1,003,706) 1,003,706 -
------------ ----------- ------------ ----------- ------------ -----------
Total 8,601,120 2,997,679 6,277,464 5,088,169 8,200,541 31,164,973
------------ ----------- ------------ ----------- ------------ -----------
Income (loss) from
investments:
Interest 22,349,117 73,794 1,161,146 55,993 73,925 23,713,975
Dividends -- 224,894 500,622 761,870 5,200 1,492,586
Net realized gain or (loss) -- 718,509 1,368,560 836,689 3,181,022 6,104,780
Change in unrealized
appreciation or (depreciation) -- 393,581 744,845 33,835 (2,380,250) (1,207,989)
------------ ----------- ------------ ----------- ------------ -----------
Total 22,349,117 1,410,778 3,775,173 1,688,387 879,897 30,103,352
------------ ----------- ------------ ----------- ------------ -----------
Less:
Participant withdrawals 31,064,870 1,589,574 2,666,418 949,786 7,178,103 43,448,751
Administrative expenses 707,384 144,636 245,574 42,099 99,910 1,239,603
------------ ----------- ------------ ----------- ------------ -----------
Net (decrease)/increase (822,017) 2,674,247 7,140,645 5,784,671 1,802,425 16,579,971
Net assets available
for plan benefits:
Beginning of year 242,180,184 19,854,318 36,029,765 18,347,918 83,688,999 400,101,494
------------- ------------ ------------ ----------- ------------ ------------
End of year $ 241,358,477 $ 22,528,565 $ 43,170,410 $ 24,132,589 $ 85,491,424 $416,661,465
------------- ------------ ------------ ----------- ------------ ------------
------------- ------------ ------------ ----------- ------------ ------------
</TABLE>
The accompanying notes to financial statements
are an integral part of this statement.
<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 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").
Effective July 1, 1993, The Northern Trust Company was succeeded by Fidelity
Management Trust Company as trustee for the Plan. On the same date,
Fund B - Equity Fund was terminated and its balance transferred to the Fidelity
Blue Chip Growth Fund; Fund D - Diversified Fund was terminated and its balance
transferred to the Fidelity Balanced Fund; and three additional Fidelity
Funds - Growth and Income, Contrafund, and OTC Portfolio - were also added as
investment options under the Plan.
ELIGIBILITY AND VESTING:
Within those units of W. R. Grace & Co. ("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 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.
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).
<PAGE>
F-6
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,
subject to an annual dollar limit on before-tax contributions of $8,994 for 1993
($8,728 for 1992), which limit is 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,
federal income tax law limits to $235,840 for 1993 ($228,860 for 1992), 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 will be
made to the Plan; however, no Company contribution will be made with respect to
a participant's contribution in excess of 6% of his compensation. Therefore, the
maximum Company contribution will be 3% of each participant's compensation,
subject to the limitations noted above.
Participants may elect to have their contributions invested in any of the
following funds in which the Plan participates:
FIXED INCOME FUND
The Fixed Income Fund (formerly Fund A) 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.
GRACE STOCK FUND
The Grace Stock Fund (formerly Fund C) is invested in Grace Common Stock.
Pending such investment of cash credited to this Fund, this Fund may invest
in short-term fixed income securities.
FIDELITY MUTUAL FUNDS. 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, 1993, the number of participants contributing to the Plan
totalled 12,719, as compared with 11,110 at December 31, 1992. Participants
contributing to the Fixed Income and Grace Stock Funds for the year ended
December 31, 1993, were 11,581 and 3,308, respectively, as compared to 9,534,
and 2,550 at December 31, 1992. Participants contributing to the Balanced Fund,
the Growth and Income Fund, the Blue Chip Growth Fund, the Contrafund, and the
OTC Portfolio for the year ended December 31, 1993, were 4,707, 888, 3,598,
1,512, and 446, respectively. Totals are not additive because some participants
invest in more than one Fund. 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.
Participants may, on any business day, allocate their future contributions among
the Funds and transfer to another Fund the amounts related to their prior
contributions to any of the Funds. Transfers may be in whole dollar amounts or
in multiples of 5% of the participant's account.
Company contributions made after June 30, 1989 are generally credited to the
Employee Stock Ownership Plan ("ESOP Fund", formerly Fund E). The ESOP Fund is
invested in Grace Common Stock. The ESOP Fund is an Employee Stock Ownership
Plan, within the meaning of the Internal Revenue Code.
Eligible employees (generally, those age 50 and older) may elect to transfer all
or a portion of their Company contributions once each year on any business day
from the ESOP Fund to any of the other Funds except the Grace Stock Fund. Such
transfers may be in whole dollar amounts or multiples of 5% of the participant's
account.
<PAGE>
F-8
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
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 the market prices quoted at year-end, which represent the net asset
value of securities held. 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.
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"). Assets and investment returns are
allocated to the plans based upon the proportion of each plan's daily net asset
balance to the daily total net asset balances of the Funds. Income of each fund
is reinvested in that fund, except that, in the case of the ESOP Fund, the Board
of Directors of Grace has directed that dividends paid on shares of Grace Common
Stock held in the ESOP Fund are to be 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 Trustee manages the Grace Stock Fund and the 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 Committee
appointed by the Grace Board of Directors, except as delegated by that
Committee.
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 of such Common Stock.
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 operating unit.
<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>
VALUE AT DECEMBER 31,
----------------------
ISSUER & RATE 1993 1992 REPAYMENT TERMS
- - ---------------------- ---------- --------- -----------------------
<S> <C> <C> <C>
Metropolitan Life
Insurance Company:
9.55% $ 45,640,029 $ 42,358,205 Repayable in three
installments on
12/15/92, 12/15/93
and 12/15/95 or
12/15/96 (at issuer's
option)
10.05% 45,024,368 35,672,529 Repayable in two
installments on
10/31/91 and
10/31/94
9.05% 55,499,785 43,958,823 Repayable on 10/15/96
7.00% 34,371,704 8,956,025 Repayable on 12/15/99
Prudential Insurance
Company:
8.72% -- 3,461,576 Repaid in two equal annual
installments commencing
11/15/92
8.63% -- 13,513,576 Repaid in two equal annual
installments commencing
11/15/92
9.75% 60,143,592 49,999,584 Repayable on 11/30/97
</TABLE>
<PAGE>
F-10
<TABLE>
<CAPTION>
VALUE AT DECEMBER 31,
----------------------
ISSUER & RATE 1993 1992 REPAYMENT TERMS
- - ---------------------- ---------- ------------ -----------------------
<S> <C> <C> <C>
8.45% 43,466,443 36,551,649 Repayable in two equal
annual installments
commencing 12/1/98
New England Mutual
Life Insurance Company:
9.00% $ -- $ 10,145,205 Repaid in two equal annual
installments commencing
11/30/92
------------ ------------
$284,145,921 $244,617,172
------------ ------------
------------ ------------
</TABLE>
Other investments in the Fixed Income Fund at December 31, 1993 and 1992
consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------
1993 1992
----------- ------------
<S> <C> <C>
Commercial paper, at cost, which
approximates market value $13,182,385 $ 1,042,477
----------- ------------
----------- ------------
</TABLE>
GRACE STOCK FUND:
As of December 31, 1993 and 1992, the Grace Stock Fund held 566,417 and 575,953
shares of Grace Common Stock, respectively.
The sales/distributions of Grace Common Stock by/from the Grace Stock Fund
resulted in net realized gains, as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
------------------------
1993 1992
----------- -----------
<S> <C> <C>
Proceeds from
sales/distributions
of securities $9,531,137 $19,485,050
Cost of securities
sold/distributed 7,219,007 18,648,361
---------- -----------
Net realized gains $2,312,130 $ 836,689
---------- -----------
---------- -----------
</TABLE>
<PAGE>
F-11
Other investments in the Grace Stock Fund under the Plan at December 31, 1993
and 1992 consisted of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------
1993 1992
---------- ----------
<S> <C> <C>
Commercial paper, at cost, which
approximates market value $ 122,374 $ 673,161
---------- ----------
---------- ----------
</TABLE>
ESOP FUND:
As of December 31, 1993 and 1992, the ESOP held 1,998,631 and 2,099,258 shares
of Grace Common Stock, respectively.
The sales/distributions of Grace Common Stock by/from the ESOP Fund resulted in
net realized gains as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1993 1992
--------- -----------
<S> <C> <C>
Proceeds from
sales/distributions of
securities $5,469,617 $26,907,329
Cost of securities
sold/distributed 3,422,555 23,726,307
---------- -----------
Net realized gains $2,047,062 $ 3,181,022
---------- -----------
---------- -----------
</TABLE>
Other investments in the ESOP Fund at December 31, 1993 and 1992, consisted of
the following:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------
1993 1992
---------- ----------
<S> <C> <C>
Commercial paper, at cost, which
approximates market value $ 645,935 $1,212,062
---------- ----------
---------- ----------
</TABLE>
<PAGE>
F-12
NOTE 4 - TRANSFER OF ASSETS:
In 1993 Grace acquired the all of the the outstanding shares of Grace Energy
Corporation ("GEC") in connection with Grace's plan to divest GEC. As a
consequence, three defined contribution plans of GEC were terminated and their
account balances were transferred to the Plan, as follows: Effective November
1, 1993, account balances of the Grace Offshore Employees Profit Sharing Plan
and the HOMCO International Inc. Employees Profit Sharing Investment and Savings
Plan were transferred to the Fixed Income Fund of the Plan, with subsequent
transfers to the other Funds of the Plan as directed by participants. Effective
December 1, 1993, account balances of the GEC Employees Savings and Investment
Plan were transferred to the corresponding Funds of the Plan.
NOTE 5 - FEDERAL INCOME TAXES:
By letter dated November 25, 1985, the Internal Revenue Service stated that
the Plan, as then in effect, was in compliance with the applicable requirements
of the Internal Revenue Code. The Plan has been amended since receiving this
determination letter. However, the Plan's administrator and the Plan's counsel
believe that the Plan, as currently in effect, is in compliance with the
applicable requirements of the Internal Revenue Code. Therefore, they believe
the Plan continues to be qualified and the related Trust tax-exempt. Subject to
the foregoing, no income taxes are required to be paid by the Plan, and
participants are not taxed on Company contributions, before-tax contributions
and any earnings or gains from investments attributable to their Plan accounts
while such contributions, earnings and gains remain in the Trust.
NOTE 6- 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's
participation in the Plan may be terminated with approval of Grace's Board of
Directors.
NOTE 7 - DAILY VALUATION:
Effective April 1, 1992, the Plan was amended (a) to provide for the conversion
from monthly valuation to daily valuation and (b) to permit participants to
elect to have their contributions invested in multiples of 5% and to transfer
current account balances on a daily basis in multiples of 5% or in whole dollar
amounts.
<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/ R. H. CARL
------------------------
R. H. Carl
Chairman, Administrative
Committee
Date: June 29, 1994
<PAGE>
Exhibit 24(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectuses constituting part of the Registration Statements on Form S-3 (Nos.
33-51041, 33-50983 and 33-25962) and Form S-8 (Nos. 33-7504, 33-15182, 33-27960,
33-54201 and 33-54203) of W. R. Grace & Co. of (a) our report dated June 27,
1994 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, 1993, and (b) our report dated June 27, 1994 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, 1993.
PRICE WATERHOUSE
/s/ PRICE WATERHOUSE
New York, New York
June 27, 1994
