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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
W. R. Grace & Co. (formerly Grace Holding, Inc.)
(Name of issuer)
Common Stock, par value $0.01 per share
(Title of class of securities)
383911 10 4
(CUSIP number)
Ulrich Wagner, Esq.
O'Melveny & Myers
Citicorp Center
153 East 53rd Street, 54th Floor
New York, New York 10022-4611
(212) 326-2000
(Name, address and telephone number of person
authorized to receive notices and communications)
September 28, 1996
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Check the following box if a fee is being paid with the statement / /.
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent of
the class of securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note. Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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CUSIP NO. 383911 10 4 13D/A PAGE 2 OF 8 PAGES
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRESENIUS NATIONAL MEDICAL CARE HOLDINGS, INC.
(formerly W.R. Grace & Co.); 13-3461988
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
N/A
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS / /
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7 SOLE VOTING POWER
0 SHARES (See Items 3, 4 and 5)
8 SHARED VOTING POWER
0 SHARES
9 SOLE DISPOSITIVE POWER
0 SHARES (See Items 3, 4 and 5)
10 SHARED DISPOSITIVE POWER
0 SHARES
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 SHARES (See Items 3, 4 and 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) / /
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (See Items 3, 4 and 5)
14 TYPE OF REPORTING PERSON
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The Schedule 13D filed on September 24, 1996 by W. R. Grace &
Co., a New York corporation (subsequently renamed "Fresenius National Medical
Care Holdings, Inc.") ("FNMC"), with respect to the common stock, par value
$0.01 per share ("New Common Stock") of Grace Holding, Inc., a Delaware
corporation (subsequently renamed W. R. Grace & Co.) ("New Grace"), is hereby
amended and restated with respect to the items set forth below.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended and restated as follows:
FNMC, a New York corporation, was the parent company
of New Grace, which was incorporated for the purpose
described in the Joint Proxy Statement - Prospectus
of Fresenius Medical Care AG, FNMC and Fresenius USA,
Inc. dated August 2, 1996 ("Proxy Statement-
Prospectus"). On September 28, 1996, FNMC spun off to
its shareholders 100% of the shares in New Grace held
by FNMC. Holders of record of common stock of FNMC,
par value $1.00 per share ("FNMC Common Stock") as of
the close of business on September 27, 1996, received
one share of New Common Stock for each share of FNMC
Common Stock held. The principal business and office
address of FNMC is Reservoir Place, 1601 Trapelo
Road, Waltham, Massachusetts 02154.
In the last five years, FNMC has not been convicted
in a criminal proceeding (excluding traffic
violations and similar misdemeanors), nor has FNMC
been a party to a civil proceeding as a result of
which FNMC was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to,
federal or state securities laws or finding any
violation with respect to such laws. (However, see
"BUSINESS OF FRESENIUS MEDICAL CARE -- Regulatory and
Legal Matters -- Legal and Regulatory Proceedings" in
the Proxy Statement-Prospectus referred to below for
information regarding certain investigations of FNMC
being conducted by the Securities and Exchange
Commission.)
Information concerning each director and executive
officer of FNMC is set forth in Schedule A to this
Amendment. In the last five years, none of such
persons has been convicted in a criminal proceeding
(excluding traffic violations and similar
misdemeanors), nor has any of such persons been a
party to a civil proceeding as a result of which such
person was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities
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subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is amended and restated as follows:
FNMC owned 1,000 shares of New Grace's common stock
par value $1.00 per share ("Old Common Stock"), which
represented all of the authorized, issued and
outstanding shares of Old Common Stock. FNMC paid
$1,000 out of its internally generated funds to New
Grace for such shares. No part of the purchase price
was represented by funds or other consideration
borrowed or otherwise obtained for the purpose of
acquiring, holding, trading or voting the securities.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended and restated as follows:
As described in Item 2 above, New Grace was
incorporated by FNMC for the purposes described in
the Proxy Statement-Prospectus. Upon completion of
the transactions described in the Proxy Statement-
Prospectus, the Old Common Stock was recapitalized as
New Common Stock, all of the issued and outstanding
shares of such recapitalized New Common Stock were
distributed to the holders of FNMC Common Stock on a
one-for-one basis, and the name of New Grace was
changed to "W. R. Grace & Co." See the Proxy
Statement-Prospectus, which is incorporated herein
by reference, for further information.
Other than as described herein and in the Proxy
Statement-Prospectus, FNMC has no plans or proposals
which relate to or would result in the following:
(a) the acquisition or disposition of
securities of New Grace;
(b) an extraordinary corporate transaction,
such as a merger, reorganization or
liquidation, involving New Grace or any
of its subsidiaries;
(c) a sale or transfer of a material amount
of assets of New Grace or any of its
subsidiaries;
(d) any change in New Grace's present Board
of Directors or management, including
any plans or proposals to change the
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number or term of directors or to fill
any existing vacancies in New Grace's
Board of Directors;
(e) any material change in the present
capitalization or dividend policy of New
Grace;
(f) any other material change in New Grace's
business or corporate structure;
(g) changes in New Grace's Certificate of
Incorporation or By-Laws or other
actions which may impede the acquisition
of control of New Grace by any person;
(h) causing a class of securities of New
Grace to be delisted from a national
securities exchange;
(i) a class of equity securities of New
Grace becoming eligible for termination
of registration pursuant to Section
12(g)(4) of the Securities Exchange Act
of 1934; or
(j) any action similar to any of those
enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated as follows:
Neither FNMC nor any director or executive officer of
FNMC beneficially owns any shares of the Old Common
Stock. As described in Item 2 above, on September 28,
1996, the Old Common Stock held by FNMC was
recapitalized as New Common Stock and distributed to
the holders of FNMC Common Stock. No director or
executive officer of FNMC has effected any
transactions in the Old Common Stock during the past
60 days.
FNMC ceased to be the beneficial owner of more than
five percent of the Old Common Stock on September 28,
1996.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Item 6 is amended and restated as follows:
Other than as described in the Proxy
Statement-Prospectus, FNMC has no contracts,
arrangements, understandings or relationships with
respect to New Grace's securities.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
FRESENIUS NATIONAL MEDICAL CARE
HOLDINGS, INC.
By: /s/ Dr. Ben J. Lipps
-----------------------
Name: Dr. Ben J. Lipps
Title: President
Date: October 15, 1996
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SCHEDULE A
The members of FNMC's Board of Directors and its executive
officers are listed below, along with their present principal occupations or
employment (including the name, principal business and address of any such
employer), their citizenship and their business and/or residence addresses:
BOARD OF DIRECTORS
Dr. Gerd Krick, Chairman
Chairman of the Management Board of Fresenius AG
Chairman of the Management Board of Fresenius Medical Care
Chief Executive Officer of Fresenius Medical Care
Borkenberg 14
61440 Oberursel
Germany
German citizen
Dr. Ben Lipps
President of FNMC and Fresenius USA
Member of the Management Board of Fresenius Medical Care
President of National Medical Care, Inc.
Reservoir Place
1601 Trapelo Road
Waltham, Massachusetts 02154
U.S. citizen
Udo Werle
Member of the Management Board of Fresenius AG
Member of the Management Board of Fresenius Medical Care
Borkenberg 14
61440 Oberursel
Germany
German citizen
Mathias R. Klingler
Member of the Management Board of Fresenius AG
Member of the Management Board of Fresenius Medical Care
Borkenberg 14
61440 Oberursel
Germany
German citizen
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William F. Grieco
Secretary and General Counsel of National Medical Care, Inc.
Reservoir Place
1601 Trapelo Road
Waltham, Massachusetts 02154
U.S. citizen
Geoffrey Swett
President of Dialysis Services Division of National Medical Care, Inc.
Reservoir Place
1601 Trapelo Road
Waltham, Massachusetts 02154
U.S. citizen
Executive Officers
Dr. Ben Lipps, President and Assistant Secretary
Mathias R. Klingler, Vice President
Geoffrey Swett, Vice President
William F. Grieco, Secretary
Udo Werle, Treasurer
A-2
