SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[x] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
W. R. GRACE & CO.
......................................................................
(Name of Registrant as Specified in Its Charter)
W. R. GRACE & CO.
......................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a6(i)(1), or
14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transac-
tion applies:
...................................................
2) Aggregate number of securities to which transaction
applies:
...................................................
3) Per unit price or other underlying value of transac-
tion computed pursuant to Exchange Act Rule 0-11:
...................................................
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4) Proposed maximum aggregate value of transaction:
...................................................
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify
the previous filing by registration
statement number, or the form or schedule and the date of
its filing.
1) Amount previously paid:
............................
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4) Date filed:
............................
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[letterhead of W.R. Grace & Co.]
May 1, 1995
To our Shareholders:
We are pleased to announce that the Company's Board
of Directors has elected Mr. Albert J. Costello as President
and Chief Executive Officer of the Company, effective
immediately. Mr. Costello was recommended to the Board by a
search committee consisting of independent directors Dacey,
Duffy, Eckmann, Frick and myself which, assisted by the firm of
Spencer Stuart Inc., considered an extensive list of highly
qualified candidates. We believe that Mr. Costello brings to
the Company the vision, leadership and experience necessary to
lead W.R. Grace forward to an exciting and prosperous future.
Our agreement with Mr. Costello provides that he will
be elected by the Board as a director of W.R. Grace and
Chairman of the Board promptly following the Company's May 10,
1995 Annual Meeting. Under New York law, Mr. Costello will
stand for reelection at the 1996 Annual Meeting.
Mr. Costello, who is 59 years old, was Chairman of
the Board and Chief Executive Officer of American Cyanamid
Company, an approximately $4.2 billion (sales) chemicals and
life-sciences company, from April 1993 until that Company was
acquired by American Home Products in 1994 for approximately
$9.6 billion. He became President of American Cyanamid and a
member of its Board of Directors in 1991, having first joined
the company as a chemist in 1957. Mr. Costello is also a di-
rector of FMC Corp., and a member of the Boards of Trustees of
Fordham University and St. Joseph's Hospital and Medical Cen-
ter.
The Company has entered into an agreement with Mr.
Costello that provides for an employment term of three years
(through April 30, 1998), an annual salary of $900,000 per year
(subject to annual review), a 1995 annual bonus of at least
$900,000, and an annual bonus in subsequent years as may be
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awarded based on performance under the Company's Annual Incen-
tive Compensation Program or a successor program. Mr. Costello
was also granted options to purchase 300,000 shares of the
Company's common stock under the Company's 1994 Stock Incentive
Plan at the market price as of May 1, 1995, 100,000 of which
will vest on May 1 of each of 1996, 1997 and 1998. In addi-
tion, Mr. Costello will participate in the Company's Long-Term
Incentive Program on the same basis as other senior executives
of the Company from his starting date and will receive change-
in-control severance protection and other executive benefits on
the same terms as other senior executives of the Company. The
letter agreement contemplates that the Company and Mr. Costello
will enter into a more formal employment agreement as soon as
possible, which will incorporate the terms of today's agreement
and such other terms and provisions as are appropriate for
contracts of that nature.
As you know, the Company's 1995 Annual Meeting of
Shareholders will be held on Wednesday, May 10, 1995. For
those of you who have not sent a proxy card or who wish to
change your vote, we enclose another proxy card which may be
used by you in connection with the Annual Meeting. All share-
holders who have not sent us their proxy cards are urged to
send their proxy cards, duly executed.
Sincerely yours,
/s/ Thomas A. Holmes
Thomas A. Holmes
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