-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, iBt3YvjPRAleFnDnKp0Ck/tV2chn3njqPuJU1XbH3QQf7Av08g6xtxERmq7Lsqzu 8BMtgh2yltAeUOBdv3ZI7A== 0000898822-95-000044.txt : 19950502 0000898822-95-000044.hdr.sgml : 19950502 ACCESSION NUMBER: 0000898822-95-000044 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950501 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950501 SROS: CSE SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRACE W R & CO /NY/ CENTRAL INDEX KEY: 0000042872 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 133461988 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03720 FILM NUMBER: 95533574 BUSINESS ADDRESS: STREET 1: ONE TOWN CENTER RD CITY: BOCA RATON STATE: FL ZIP: 33486-1010 BUSINESS PHONE: 4073622000 FORMER COMPANY: FORMER CONFORMED NAME: GRACE W R & CO /CT/ DATE OF NAME CHANGE: 19900423 8-K 1 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): May 1, 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 May 1, 1995, the Board of Directors of W. R. Grace & Co. ("Company") elected Mr. Albert J. Costello as the President and Chief Executive Officer of the Company effective immediately, and entered into a letter agreement ("Letter Agreement") with respect to the terms of such election. The Letter Agreement provides that Mr. Costello will be elected by the Board as a director and Chairman of the Board promptly after the Company's May 10, 1995 Annual Meeting. In connection therewith, the Company issued a press release ("Press Release"), dated May 1, 1995. The foregoing is qualified in its entirety by reference to the Letter Agreement and the Press Release filed as exhibits hereto, which are incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. 10.1. Letter Agreement, dated May 1, 1995, by and between W. R. Grace & Co. and Mr. Albert J. Costello. 99.1. Press Release, dated May 1, 1995. 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: May 1, 1995 PAGE EXHIBIT INDEX Exhibit No. Description 10.1 Letter Agreement, dated May 1, 1995, by and between W. R. Grace & Co. and Mr. Albert J. Costello. 99.1. Press Release, dated May 1, 1995. -3- EX-1 2 Exhibit 10.1 [letterhead of W. R. Grace & Co.] May 1, 1995 Mr. Albert J. Costello 417 Devonshire Drive Franklin Lakes, NJ 07417 Dear Mr. Costello: On behalf of the Board of Directors of W. R. Grace & Company (the "Board"), I am pleased to welcome you. This let- ter sets forth the terms on which you have agreed to be em- ployed by the Company effective as of May 1, 1995. Positions: Chairman of the Board, President, Chief Executive Officer and member of the Board Starting Date: May 1, 1995 as President and Chief Executive Officer. Election to the Board will be promptly after the Company's 1995 Annual Meeting. Term: Through April 30, 1998; in May of 1997, the Board will notify you of its intention re- garding renewal or nonrenewal of your em- ployment. Base Salary: $900,000 per year, subject to annual review. Bonus: For the period May 1 to December 31, 1995 -- minimum $900,000, payable after year- end. 1996 and thereafter -- subject to perfor- mance under the Annual Incentive Compensa- tion Plan or a successor plan. PAGE Mr. Albert J. Costello May 1, 1995 Page 2 Stock Options: Non-statutory stock options to purchase 300,000 shares to be granted under the 1994 Stock Incentive Plan, at the market price on May 1, 1995, to vest as follows: 100,000 shares -- May 1, 1996 100,000 shares -- May 1, 1997 100,000 shares -- May 1, 1998 Long-Term In- centive Plans: Effective May 1, 1995 (and based on May 1, 1995 stock price), participation on same basis as other senior executives of the Company (prorated from May 1, 1995) for 1993-1995, 1994-1996 and 1995-1997 cycles. Participation on the same basis as other senior executives of the Company beginning with 1996-1998 cycle. Insurance: Whole life policy, premium paid by Company, providing coverage of two times base salary Pension: Participation in all qualified and non- qualified pension, retirement and savings plans on the same basis as other senior executives of the Company Relocation: Payment of customary relocation expenses, including temporary housing, closing costs and moving expenses Change of Control: Change of control severance protection on the same terms as other senior executives of the Company Other: Comprehensive program of executive ben- efits, stock options and perquisites on the same basis as other senior executives of the Company Physical: We understand that you had a complete physical examination in late 1994, the re- sults of which were satisfactory PAGE Mr. Albert J. Costello May 1, 1995 Page 3 It is intended that you and the Company will enter into a more formal employment agreement as soon as possible, which will incorporate the terms of this letter and such other terms and provisions as are appropriate for contracts of this nature and are approved by the Board or its authorized desig- nees. If the foregoing correctly expresses our agreement, please so indicate by signing the enclosed copy of this letter in the space provided below and returning it to the Company. W. R. GRACE & CO. By:/s/ Thomas A. Holmes Thomas A. Holmes AGREED AND ACCEPTED: /s/ Albert J. Costello Albert J. Costello EX-2 3 Exhibit 99.1 #2597 Contact: Mary Lou Kromer 407-362-2600 or 800-GRACE99 W. R. GRACE & CO. NAMES ALBERT COSTELLO PRESIDENT AND CEO BOCA RATON, FLA, May 1, 1995 -- W. R. Grace & Co. (NYSE:GRA) announced today that Albert J. Costello has been named president and chief executive officer effective immedi- ately. Costello, 59, was chairman of the board and CEO of American Cyanamid, a global biotechnology and chemical business, from April 1993 until his retirement in December 1994, when that company was acquired by American Home Products for approximately $9.6 billion. "Al Costello is the right person to lead the continued global growth of W. R. Grace," said Thomas A. Holmes, who headed the Board's CEO Search Committee and had served as acting CEO since March 2. "He brings to Grace nearly four decades of man- agement and leadership experience." "There is a tremendous potential for continued growth within the businesses of W. R. Grace," said Costello, "and I am excited about being a part of that." PAGE W. R. Grace reported its 1995 first quarter results last week, noting a 56 percent increase in net operating earnings over the prior year quarter, and a 25 percent increase in sales. All of the Company's six core businesses and every geographic region contributed to the excellent results of the quarter. "The performance improvement recorded in 1994 appears to be gaining momentum in 1995," said Costello. "My focus will be on maintaining that momentum and enhancing value and opportunity for our shareholders, employees, customers and communities." The Company has agreed that Costello will be elected by the Board as a director and Chairman of the Board promptly after the Company's May 10, 1995 Annual Meeting. Under New York law, Costello will stand for reelection at the 1996 Annual Meeting. "Once I am elected Chairman, I will move expeditiously to fulfill the Board's commitment to its shareholders, and oversee the Company's governance in the best interests of all sharehold- ers," said Costello. "The Board is eager to move forward deci- sively, making sure that W. R. Grace's excellent current perfor- mance can continue uninterrupted." The CEO Search Committee comprised Holmes, Harold Eck- mann, Edward Duffy, Dr. George Dacey and Dr. James Frick -- all independent directors. Costello joined American Cyanamid as a chemist in 1957 and during his career with that company held a number of marketing PAGE and management posts, including assignments in Mexico and Spain. He was named president of Cyanamid in 1981 and had served as executive vice president and a member of the company's Executive Committee beginning in 1983. Costello is a member of the boards of trustees of Fordham University and St. Joseph's Hospital and Medical Center, and a member of the British North American Committee and served on the boards of directors of the Chemical Manufacturers Association, the Pharmaceutical Manufacturers Association and the American Enterprise Institute, and was a member of the Business Roundtable. Costello was born in New York City. In 1957 he earned a bachelor of science degree in chemistry from Fordham University, and in 1964, earned a master's degree in chemistry from New York University. Grace is the world's largest specialty chemicals company and holds a leadership position in specialized health care. # # # -----END PRIVACY-ENHANCED MESSAGE-----