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):
June 14, 1995
W. R. GRACE & CO.
(Exact name of registrant as specified in charter)
NEW YORK
(State or other jurisdiction
of incorporation)
1-3720 13-3461988
(Commission File No.) (IRS employer
identification no.)
One Town Center Road, Boca Raton, Florida 33486-1010
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(407) 362-2000<PAGE>
Item 5. Other Events.
On June 14, 1995, W. R. Grace & Co. ("Grace") announced
that its Board of Directors had approved a plan to spin off
National Medical Care, Inc. ("NMC"), Grace's wholly owned
health care subsidiary. The spin-off would be effected by
means of a dividend to holders of Grace common stock which will
only be formally declared upon the satisfaction of various
conditions, including final Board approval, negotiation of
definitive agreements, receipt of opinions as to the tax-free
nature of the spin-off and other matters, and the effectiveness
of a registration statement with respect to NMC's common stock.
It is currently anticipated that the spin-off will take place
in the fourth quarter of 1995 and that NMC will be managed by
its current management after the spin-off.
Immediately prior to the spin-off, NMC is expected to pay
Grace a special one-time cash dividend of approximately $1.4
billion, which Grace expects to apply substantially to reduce
debt. Following the spin-off, it is expected that NMC will not
pay a dividend to shareholders and that Grace's dividend rate
will be adjusted to be consistent with the payout rate of its
peer companies. In connection with the spin-off, NMC will
authorize a stock option plan for management consisting of
approximately 6.6% of NMC's shares, plus NMC options to replace
existing Grace options held by NMC management.<PAGE>
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 thereunto duly
authorized.
W. R. GRACE & CO.
By: /s/Robert B. Lamm
Name: Robert B. Lamm
Title: Vice President and
Secretary
Date: June 14, 1995
