<PAGE>
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): April 8, 1996
W. R. GRACE & CO.
(Exact name of registrant as specified in its charter)
New York 1-3720 13-3461988
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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 April 8, 1996, W. R. Grace & Co. ("Company") announced that it had
entered into a definitive agreement to sell the transgenic plant business of
its Agracetus subsidiary to the Monsanto Company for $150 million.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
The press release issued by the Company on April 8, 1996 regarding the
matter described in Item 5 above is being filed as an exhibit to this Report.
- 2 -
<PAGE>
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.
------------------
(Registrant)
By s/Robert B. Lamm
--------------------
Robert B. Lamm
Vice President and Secretary
Dated: April 15, 1996
- 3 -
<PAGE>
W. R. GRACE & CO.
Current Report on Form 8-K
Exhibit Index
Exhibit No. Description
- ----------- -----------
99.1 Press Release issued by the Company on April 8, 1996
- 4 -
<PAGE>
#2637
CONTACT: Chuck Suits or Mary Lou Kromer 407/362-2600 or
800/GRACE99
GRACE TO SELL AGRACETUS
TRANSGENIC PLANT BUSINESS TO MONSANTO
FOR $150 MILLION
BOCA RATON, Fla., April 8, 1996--W. R. Grace & Co. (NYSE: GRA)
today announced that it has entered into a definitive agreement to sell the
transgenic plant business of its Agracetus subsidiary to the Monsanto Company
for $150 million in cash.
Agracetus, based in Middleton, Wis. with approximately 100
employees, is a recognized leader in the development of transgenic products
for agriculture, pharmaceutical and cotton fiber industries. Agracetus' human
gene therapy business, which is focused on DNA vaccines, is not included in
this transaction and will remain with Grace doing business as Auragen
Pharmaceuticals Inc.
Through the 1980s, Agracetus pioneered technology advancement in
the genetic engineering of plants and achieved numerous breakthroughs in that
field. Achievements included generation of the world's first transgenic
varieties of cotton, soybeans, peanuts, green beans, cranberries and other
crops. Since 1991, Monsanto has been a licensee of Agracetus' proprietary
technology for producing several genetically engineered crops.
Albert J. Costello, Grace's chairman, president, and chief
executive officer,
(more)
<PAGE>
-2-
said, "The proprietary technology of Agracetus holds great promise, but it
does not fit within Grace's core packaging and specialty chemical businesses.
We are pleased that Monsanto has recognized the value of Agracetus and its
technology leadership in areas that are very complementary to Monsanto's
agricultural biotechnology business."
Robert T. Fraley, president of Monsanto's Ceregen unit, which
develops new agricultural products said, "Agracetus has earned its solid
reputation as an early innovator with tremendous scientific expertise,
particularly in its plant transformation capabilities. Agracetus'
knowledgeable workforce will enhance Monsanto's existing capabilities. The
marriage of Agracetus' technical depth with Monsanto's application and
commercial abilities is sure to speed the development of new products."
Agracetus is one of several businesses within Grace's commercial
development group, which, in past years, conducted discovery research with the
objective of developing new businesses for Grace. "As we have refined our
strategy to focus on our core businesses, we have decided to seek a variety of
alternatives to ensure maximum value of these commercial development
businesses, and at the same time ensure a bright future for their technology
champions," said Costello. "The sale of Agracetus' transgenic plant business,
and the recently announced sale of our biopesticide business, reflects our
commitment to that objective and our dedication to unlock shareholder value."
Grace is a leading global supplier of flexible packaging and
specialty chemicals, and a leading provider of specialized health care
services.
###
