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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): October 5, 1995
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W. R. GRACE & CO.
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(Exact name of registrant as specified in its charter)
New York 1-3720 13-3461988
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
One Town Center Road, Boca Raton, Florida 33486-1010
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 407/362-2000
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Item 5. OTHER EVENTS.
On October 5, 1995, the board of directors of W. R. Grace & Co.
("Company") declared a quarterly cash dividend of 12.5 cents per share on the
Company's common stock. The Company lowered its quarterly cash dividend from
35 cents per share as a result of the Company's pending spin-off of National
Medical Care, Inc.
In addition, the Company's board of directors approved the repurchase of
up to 10 million shares of the Company's common stock from time to time in
open market or private transactions.
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The Company's October 5, 1995 press release is filed as an exhibit
hereto.
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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.
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(Registrant)
By /s/ Robert B. Lamm
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Robert B. Lamm
Vice President and Secretary
Dated: October 16, 1995
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W. R. GRACE & CO.
Current Report on Form 8-K
Exhibit Index
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Exhibit No. Description
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99.1 Press Release dated October 5, 1995
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EXHIBIT 99.1
#2614
CORPORATE COMMUNICATIONS DIVISION
GRACE NEWS W. R. Grace & Co.
One Town Center Road
Boca Raton, FL 33486-1010
CONTACT: Mary Lou Kromer 40/362-2600 or
800-GRACE99
GRACE DECLARES QUARTERLY CASH DIVIDEND AND ANNOUNCES SHARE
REPURCHASE AUTHORIZATION
BOCA RATON, Fla., October 5, 1995 - The board of directors of W. R. Grace &
Co. (NYSE: CRA) today declared a quarterly cash dividend of 12.5 cents per
share on Grace's common stock. The dividend will be payable on December 11,
1995 to shareholders of record on November 2, 1995.
In addition, the board of directors approved the repurchase of up to 10
million shares (approximately 10 per cent) of the Company's common stock from
time to time in open market or private transactions. Presently there are 97
million Grace shares outstanding. No specific timeframe has been set to
complete the share repurchase activity.
"We view the share repurchase program and the new dividend
payout to be part of one integrated approach to long-term financial
management and shareholder value creation," said Albert J. Costello,
chairman, president and chief executive officer.
Grace lowered its quarterly cash dividend to 12.5 cents from 35
cents as a result of the Company's pending spin-off of National Medical
Care, Inc. (NMC), which is expected to be completed in the fourth quarter.
At that time, shareholders will receive a special dividend of one share of
NMC stock for each share of Grace stock held. Also, upon the spin-off,
NMC is expected to assume certain liabilities and pay Grace $1.2 billion in
cash which the Company expects to apply substantially to reduce debt.
"We believe that the dividend and share repurchase actions, taken
together, will significantly improve the Company's ability to manage its
balance sheet consistent with the growth strategies in our core businesses,"
said Costello.
(more)
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He said, "The lower dividend payout is appropriate for Grace given the
ample investment opportunities in our packaging and specialty chemicals
businesses. We propose to follow a future dividend policy of distributing
approximately 20-30 per cent of the prior year's net earnings." "While we
plan to operate with a much stronger balance sheet following the spin-off,
the share repurchase authority will provide flexibility to distribute cash to
shareholders, considering both our investment prospects and capital structure
targets," said Costello.
Grace is a global leader in flexible packaging and specialty chemicals.
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