-----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, K/IaWJx/GNtwqTHn4r7/7nn7dBOS5my8BO5iy4AYu4jS9a9LsgHOZNw3x+IuPBJX fCgIfhm/bhS8L39TjAnHVA== 0000912057-94-002183.txt : 19940705 0000912057-94-002183.hdr.sgml : 19940705 ACCESSION NUMBER: 0000912057-94-002183 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRACE W R & CO /NY/ CENTRAL INDEX KEY: 0000042872 STANDARD INDUSTRIAL CLASSIFICATION: 2800 IRS NUMBER: 133461988 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03720 FILM NUMBER: 94536805 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 11-K 1 FORM 11-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ANNUAL REPORT Pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31, 1993 Commission File Number 1-3720 W. R. GRACE & CO. HOURLY EMPLOYEES SAVINGS AND INVESTMENT PLAN W. R. Grace & Co. One Town Center Road Boca Raton, Florida 33486-1010 FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS. Filed as part of this Report on Form 11-K are the financial statements of the W. R. Grace & Co. Hourly Employees Savings and Investment Plan, as required by Form 11-K, together with the report thereon of Price Waterhouse, independent accountants, dated June 27, 1994. (b) EXHIBITS. A Consent of Price Waterhouse is being filed as an exhibit to this Report. F-1 REPORT OF INDEPENDENT ACCOUNTANTS June 27, 1994 To the Participants and Administrative Committee of the W. R. Grace & Co. Hourly Employees Savings and Investment Plan In our opinion, the accompanying statements of nets assets available for benefits and the related statements of changes in net assets available for benefits appearing on pages F-2 through F-12 of this report present fairly, in all material respects, the net assets available for plan benefits of the W. R. Grace & Co. Hourly Employees Savings and Investment Plan at December 31, 1993 and 1992, and the changes in net assets available for plan benefits for the years then ended, in conformity with generally accepted accounting principles. These financial statements are the responsibility of the plan administrator; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with generally accepted auditing standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by the plan administrator, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ Price Waterhouse F-2 W. R. GRACE & CO. HOURLY EMPLOYEES SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS DECEMBER 31, 1993 AND 1992
1993 1992 ---------- ---------- Assets: Investments: Insurance company contracts at contract value $4,683,303 $3,004,805 Other securities (cost: 1993, $239,421; 1992, $867,475) 239,421 963,765 W. R. Grace & Co. common stock (cost: 1993, $1,869,203; 1992, $1,627,300) 2,957,338 2,064,906 Fidelity Mutual Funds (cost, 1993: $1,376,316) Balanced Fund 770,974 -- Growth & Income Fund 15,315 -- Blue Chip Growth Fund 446,423 -- Contra Fund 96,818 -- OTC Fund 6,171 -- Contributions receivable 42,928 412,929 Dividends and interest receivable -- 4,141 ---------- ---------- Total assets 9,258,691 6,450,546 ---------- ---------- Liabilities: Participant withdrawals -- 121,764 Administrative expenses -- 3,232 ---------- ---------- Total liabilities -- 124,996 ---------- ---------- Net assets available for plan benefits $9,258,691 $6,325,550 ---------- ---------- ---------- ----------
The accompanying notes to financial statements are an integral part of this statement. F-3 W. R. GRACE & CO. HOURLY EMPLOYEES SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1993
Fund D - Employees' Fixed Income Fund B - Diversified Grace Stock Stock Fund Equity Fund Fund Fund Ownership Plan ------------ ----------- ----------- ----------- -------------- Contributions: Participants $ 1,496,063 $ 51,684 $ 79,254 $ 183,676 $ -- Transfers among funds 104,342 (286,030) (604,275) (93,655) (84,697) Company -- -- -- -- 818,780 Transfer to Energy Plan -- (4,018) (22,967) -- -- ------------ ------------ ------------ ------------ ------------ Total 1,600,405 (238,364) (547,988) 90,021 734,083 ------------ ------------ ------------ ------------ ------------ Income (loss) from investments: Interest 338,647 248 8,826 998 6,916 Dividends -- 1,815 2,578 17,392 -- Net realized gain -- 71,791 60,363 33,417 101,490 Change in unrealized appreciation or (depreciation) -- (95,789) (47,054) (27,487) (59,893) ------------ ------------ ------------ ------------ ------------ Total 338,647 (21,935) 24,713 24,320 48,513 ------------ ------------ ------------ ------------ ------------ Less: Participant withdrawals 314,556 488 8,942 25,963 81,913 Administrative expenses 12,643 698 887 698 15,689 ------------ ------------ ------------ ------------ ------------ Net (decrease)/increase 1,611,853 (261,485) (533,104) 87,680 684,994 Net assets available for plan benefits: Beginning of year 3,320,276 261,485 533,104 449,935 1,760,750 ------------ ------------ ------------ ------------ ------------ End of year $ 4,932,129 $ -- $ -- $ 537,615 $ 2,445,744 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ Fidelity Fidelity Fidelity Fidelity Fidelity Balanced Growth & Income Blue Chip Contra OTC Fund Fund Growth Fund Fund Fund Total -------- --------------- ----------- -------- -------- ----- Contributions: Participants $ 158,646 $ 12,766 $ 132,151 $ 46,256 $ 5,865 $ 2,166,361 Transfers among funds 611,416 2,391 299,208 51,043 257 -- Company -- -- -- -- -- 818,780 Transfer to Energy Plan -- -- -- -- -- (26,985) ------------ ------------ ------------ ------------ ------------ ------------ Total 770,062 15,157 431,359 97,299 6,122 2,958,156 ------------ ------------ ------------ ------------ ------------ ------------ Income (loss) from investments: Interest -- -- -- -- -- 355,635 Dividends 47,388 313 58,351 6,087 319 134,243 Net realized gain (126) 148 (54) 104 -- 267,133 Change in unrealized appreciation or (depreciation) (15,218) -- (20,601) (4,649) (146) (270,837) ------------ ------------ ------------ ------------ ------------ ------------ Total 32,044 461 37,696 1,542 173 486,174 ------------ ------------ ------------ ------------ ------------ ------------ Less: Participant withdrawals 27,218 -- 19,523 917 -- 479,520 Administrative expenses 568 34 322 130 -- 31,669 ------------ ------------ ------------ ------------ ------------ ------------ Net (decrease)/increase 774,320 15,584 449,210 97,794 6,295 2,933,141 Net assets available for plan benefits: Beginning of year -- -- -- -- -- 6,325,550 ------------ ------------ ------------ ------------ ------------ ------------ End of year $ 774,320 $ 15,584 $ 449,210 $ 97,794 $ 6,295 $ 9,258,691 ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------ ------------
The accompanying notes to financial statements are an integral part of this statement. F-4 W. R. GRACE & CO. HOURLY EMPLOYEES SAVINGS AND INVESTMENT PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS FOR THE YEAR ENDED DECEMBER 31, 1992
FUND D - EMPLOYEES' FIXED INCOME FUND B - DIVERSIFIED GRACE STOCK STOCK FUND EQUITY FUND FUND FUND OWNERSHIP PLAN TOTAL ------------ ----------- ----------- ----------- -------------- ----- Contributions: Participants $894,224 $74,946 $157,239 $123,967 $ 12,284 $1,262,660 Transfers among funds 39,980 50,968 (8,406) (61,184) (21,358) -- Company -- -- -- -- 468,445 468,445 ---------- -------- -------- -------- ---------- ---------- Total 934,204 125,914 148,833 62,783 459,371 1,731,105 ---------- -------- -------- -------- ---------- ---------- Income (loss) from investments: Interest 240,849 798 13,593 16,371 2,214 273,825 Dividends -- 2,432 5,861 11,399 -- 19,692 Net realized gain or (loss) -- (17,278) 17,847 -- 20,865 21,434 Change in unrealized appreciation or (depreciation) -- 22,885 15,181 6,341 24,672 69,079 ---------- -------- -------- -------- ---------- ---------- Total 240,849 8,837 52,482 34,111 47,751 384,030 ---------- -------- -------- -------- ---------- ---------- Less: Participant withdrawals 336,841 25,918 22,169 22,281 105,175 512,384 Administrative expenses 7,334 1,185 2,501 153 1,005 12,178 Net (decrease)/increase 830,878 107,648 176,645 74,460 400,942 1,590,573 Net assets available for plan benefits: Beginning of year 2,489,398 153,837 356,459 375,475 1,359,808 4,734,977 End of year $3,320,276 $261,485 $533,104 $449,935 $1,760,750 $6,325,550 ---------- -------- -------- -------- ---------- ---------- ---------- -------- -------- -------- ---------- ----------
The accompanying notes to financial statements are an integral part of this statement. F-5 W. R. GRACE & CO. HOURLY EMPLOYEES SAVINGS AND INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN: The following description of the W. R. Grace & Co. Hourly Employees Savings and Investment Plan ("Plan") provides only general information. Participants should refer to the text of the Plan and the Summary Plan Description for the Plan for more complete information. GENERAL: The Plan is a defined contribution plan originally adopted effective January 1, 1987, and has been amended from time to time. The Plan is subject to certain provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"). Effective July 1, 1993, The Northern Trust Company was succeeded by Fidelity Management Trust Company as trustee for the Plan. On the same date, Fund B - Equity Fund was terminated and its balance transferred to the Fidelity Blue Chip Growth Fund; Fund D - Diversified Fund was terminated and its balance transferred to the Fidelity Balanced Fund; and three additional Fidelity Funds - Growth and Income, Contrafund, and OTC Portfolio - were also added as investment options under the Plan. ELIGIBILITY AND VESTING: Within those units of Grace and its subsidiaries (collectively, the "Company") designated as participating units in the Plan, any hourly employee in an eligible employment classification who has completed 12 months of employment (including 1,000 hours of service) is eligible to participate in the Plan, subject to certain exceptions and special provisions. A participant's interest in the Plan is always fully vested. CONTRIBUTIONS TO THE PLAN: Plan participants may elect to contribute to the Plan from 2% to 16% of their compensation (which, for purposes of the Plan, consists of regular wages, incentive compensation, specially granted bonus awards, shift differential and overtime pay). F-6 Participant contributions may be made from before-tax and/or after-tax income, as provided under Sections 401(k) and 401(m) of the Internal Revenue Code, subject to an annual dollar limit on before-tax contributions of $8,994 for 1993 ($8,728 for 1992), which limit is subject to annual adjustment for inflation. In addition, federal income tax law limits to $235,840 for 1993 ($228,860 for 1992), subject to annual adjustment for inflation, the annual compensation on which tax-qualified plan benefits may be based. A Company contribution equal to 50% of each participant's contribution will be made to the Plan; however, no Company contribution will be made with respect to a participant's contribution in excess of 6% of his compensation. Therefore, the maximum Company contribution will be 3% of each participant's compensation, subject to the limitation noted above. Participants may elect to have their contributions invested in any of the following funds in which the Plan participates: FIXED INCOME FUND The Fixed Income Fund (formerly Fund A) is invested in fixed income securities or obligations, interest-bearing bank accounts or guaranteed income funds established or maintained by licensed insurance companies. Excess cash may be invested in short-term fixed income securities. GRACE STOCK FUND The Grace Stock Fund (formerly Fund C) is invested in Grace Common Stock. Pending such permanent investment of cash credited to this Fund, this Fund may invest in short-term fixed income securities. FIDELITY MUTUAL FUNDS. The Plan also offers the following five Fidelity Mutual Funds to Plan participants. FIDELITY BALANCED FUND is invested in both fixed income securities and equity securities at all times. FIDELITY GROWTH AND INCOME FUND is invested in equity securities at all times and may be invested in fixed income securities, depending upon market conditions. F-7 FIDELITY BLUE CHIP GROWTH FUND is invested in equity securities of companies with higher than average earnings growth. FIDELITY CONTRAFUND is invested in equity securities of companies generally out of favor with the market that are judged by the Fund's investment manager to be capable of above average growth in value. FIDELITY OTC PORTFOLIO is invested in equity securities of smaller companies traded in the over-the-counter market. At December 31, 1993, the number of participants contributing to the Plan totalled 1,103 as compared with 636 at December 31, 1992. Participants contributing to the Fixed Income and Grace Stock Funds for the year ended December 31, 1993, were 926 and 207, respectively, as compared to 394 and 183 at December 31, 1992. Participants contributing to the Balanced Fund, the Growth and Income Fund, the Blue Chip Growth Fund, the Contrafund, and the OTC Portfolio for the year ending December 31, 1993, were 287, 59, 261, 107, and 25, respectively. Totals are not additive because some participants invest in more than one Fund. The Plan provides that a statement of each participant's account be sent to the participant at least once a year. Presently, such statements are sent at the end of each calendar quarter. Participants may, on any business day, allocate their future contributions among the Funds and transfer the amounts related to their prior contributions to any of the Funds to another Fund. Transfers may be in whole dollar amounts or in multiples of 5% of the participant's account. Company contributions made after June 30, 1989 are generally credited to the Employee Stock Ownership Plan ("ESOP Fund", formerly Fund E). The ESOP Fund is invested in Grace Common Stock. The ESOP Fund is an Employee Stock Ownership Plan, within the meaning of the Internal Revenue Code. Eligible employees (generally those age 50 and older) may elect to transfer all or a portion of their Company contributions once each year on any business day from the ESOP Fund to any of the other Funds except the Grace Stock Fund. Such transfers may be in whole dollar amounts or multiples of 5% of the participant's account. F-8 NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Investments in publicly traded securities are valued at the last reported sales price on the last day of the year. Investments in the Fidelity Mutual Funds are valued at the market prices quoted at year-end, which represent the net asset value of securities held. Investments in commercial paper, U.S. Treasury Bills and U. S. government securities mutual funds are valued at cost, which approximates market value. Investments in insurance company contracts are stated at contract value, which represents contributions made under the contract plus interest at the contract rate, less funds used for withdrawals. The assets of the Plan are commingled in the Trust Fund of the W. R. Grace & Co. Profit Sharing and Savings and Investment Plans ("Trust Fund") with the assets of other tax-qualified profit sharing and savings and investment plans maintained by the Company. The Trust Fund is administered by The Fidelity Management Trust Company ("Trustee"). Assets and investment returns are allocated to the plans based upon the proportion of each plan's daily net asset balance to the daily total net asset balances of the Funds. Income of each fund is reinvested in that fund, except that, in the case of the ESOP Fund, the Board of Directors of Grace has directed that dividends paid on shares of Grace Common Stock held in the ESOP Fund are to be paid to participants on a quarterly basis or within 90 days after the end of the calendar year in which the dividends are received. The Trustee manages the Grace Stock Fund and the ESOP Fund by purchasing shares of Grace Common Stock and by selling shares to the extent necessary to obtain cash for disbursements and transfers from the Funds. Investment management of the Fixed Income Fund and investment oversight of the Fidelity Mutual Funds is the responsibility of the Investment Committee appointed by the Grace Board of Directors, except as delegated by that Committee. The Plan recognizes a gain or loss on Grace Common Stock distributed to participants in an amount equal to the difference between the market value at the distribution date and the average cost of the shares of such Common Stock. The cost of securities sold is determined on the basis of average cost, and a gain or loss is recorded equal to the difference between average cost and the proceeds from the sale. Amounts transferred to successor trustees are deducted from the Plan's net assets upon the divestiture of, or discontinuance of participation by, a participating operating unit. F-9 NOTE 3 - INVESTMENTS: FIXED INCOME FUND: The investments in the Fixed Income Fund consist primarily of guaranteed fixed income contracts, as shown below:
Value at December 31, --------------------------- Issuer & Rate 1993 1992 Repayment Terms - - --------------------- ------------- ------------- --------------------- Metropolitan Life Insurance Company: 9.55% $ 752,241 $ 332,928 Repayable in three installments on 12/15/92, 12/15/93 and 12/15/95 or 12/15/96 (at issuer's option) 10.05% 742,093 279,140 Repayable in two installments on 10/31/91 and 10/31/94 9.05% 914,749 584,063 Repayable on 10/15/96 7.00% 566,516 58,676 Repayable on 12/15/99 Prudential Insurance Company: 8.63% -- 169,590 Repaid in two equal annual installments com- mencing 11/15/92 9.75% 991,289 534,157 Repayable on 11/30/97 8.45% 716,415 1,046,251 Repayable in two equal annual installments com- commencing 12/1/98 ------------ ------------ $ 4,683,303 $ 3,004,805 ------------ ------------ ------------ ------------
F-10 Other investments in the Fixed Income Fund at December 31, 1993 and 1992 consisted of the following:
December 31, ------------------------- 1993 1992 ----------- ----------- Commercial paper, at cost, which approximates market value $ 217,273 $ 165,773 ----------- ----------- ----------- -----------
GRACE STOCK FUND: As of December 31, 1993 and 1992, the Grace Stock Fund under the Plan held 13,068 and 10,462 shares of Grace Common Stock, respectively. The sales/distributions of Grace Common Stock by/from the Grace Stock Fund resulted in net realized gains, as follows:
December 31, ------------------------- 1993 1992 ----------- ----------- Proceeds from sales/distributions of securities $ 158,395 $ - Cost of securities sold/distributed 124,978 - ----------- ----------- Net realized gains $ 33,417 $ - ----------- ----------- ----------- -----------
Other investments in the Grace Stock Fund under the Plan at December 31, 1993 and 1992 consisted of the following:
December 31, ------------------------- 1993 1992 ----------- ----------- Commercial paper, at cost, which approximates market value $ 2,854 $ 24,626 ----------- ----------- ----------- -----------
ESOP FUND: As of December 31, 1993 and 1992, this fund held 59,728 and 40,840 shares of Grace Common Stock, respectively. F-11 The sales/distributions of Grace Common Stock by/from the ESOP Fund resulted in net realized gains as shown below:
December 31, ------------------------- 1993 1992 ----------- ----------- Proceeds from sales/distributions of securities $ 269,922 $ 586,730 Cost of securities sold/distributed 168,432 565,865 ----------- ----------- Net realized gains $ 101,490 $ 20,865 ----------- ----------- ----------- -----------
Other investments in the ESOP Fund at December 31, 1993 and 1992, consisted of the following:
December 31, ------------------------- 1993 1992 ----------- ----------- Commercial paper, at cost, which approximates market value $ 19,294 $ 48,924 ----------- ----------- ----------- -----------
NOTE 4 - FEDERAL INCOME TAXES: By letter dated February 13, 1989, the Internal Revenue Service stated that the Plan, as then in effect, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving this determination letter. However, the Plan's administrator and the Plan's counsel believe that the Plan, as currently in effect, is in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe the Plan continues to be qualified and the related Trust tax-exempt. Subject to the foregoing, no income taxes are required to be paid by the Plan, and participants are not taxed on Company contributions, before-tax contributions and any earnings or gains from investments attributable to their Plan accounts while such contributions, earnings and gains remain in the Trust Fund. NOTE 6- PLAN TERMINATION: Grace anticipates that the Plan will continue indefinitely, but reserves the right to amend or discontinue the Plan at any time. A participating unit's participation in the Plan may be terminated with approval of Grace's Board of Directors. F-12 NOTE 7 - DAILY VALUATION: Effective April 1, 1992, the Plan was amended (a) to provide for the conversion from monthly valuation to daily valuation and (b) to permit participants to elect to have their contributions invested in multiples of 5% and to transfer current account balances on a daily basis in multiples of 5% or in whole dollar amounts. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. W. R. GRACE & CO. HOURLY EMPLOYEES SAVINGS AND INVESTMENT PLAN By: /s/ R. H. CARL --------------------- R. H. Carl Chairman, Administrative Committee Date: June 29, 1994 EX-24.(A) 2 EXHIBIT 24(A) Exhibit 24(a) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectuses constituting part of the Registration Statements on Form S-3 (Nos. 33-51041, 33-50983 and 33-25962) and Form S-8 (Nos. 33-7504, 33-15182, 33-27960, 33-54201 and 33-54203) of W. R. Grace & Co. of (a) our report dated June 27, 1994 appearing on page F-1 of the Annual Report of the W. R. Grace & Co. Salaried Employees Savings and Investment Plan on Form 11-K for the year ended December 31, 1993, and (b) our report dated June 27, 1994 appearing on page F-1 of the Annual Report of the W. R. Grace & Co. Hourly Employees Savings and Investment Plan on Form 11-K for the year ended December 31, 1993. PRICE WATERHOUSE /s/ PRICE WATERHOUSE New York, New York June 27, 1994 -----END PRIVACY-ENHANCED MESSAGE-----