-----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, Eb/eL/0o++m0IYz0b3nGqiVJhK4PNvP0Ox8iqRlfxR/rpd9WHezPNBN652z6aCVY Cmxiq0CeIV59jhhkouV0cQ== 0000912057-95-004894.txt : 199506280000912057-95-004894.hdr.sgml : 19950628 ACCESSION NUMBER: 0000912057-95-004894 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950627 SROS: NYSE 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03720 FILM NUMBER: 95549614 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 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, 1994 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 LLP, independent accountants, dated April 27, 1995. (b) EXHIBITS. The Consent of Price Waterhouse LLP is being filed as an exhibit to this Report. 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 27, 1995 F - 1 REPORT OF INDEPENDENT ACCOUNTANTS April 27, 1995 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 net assets available for plan benefits and the related statements of changes in net assets available for plan benefits appearing on pages F-2 through F-4 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, 1994 and 1993, 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 and/or other plan fiduciaries (the "Plan Fiduciaries"); 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 Fiduciaries, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The Fund Information in the statement of net assets available for plan benefits and the statement of changes in net assets available for plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The Fund Information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Price Waterhouse LLP F - 2 W. R. GRACE & CO. HOURLY EMPLOYEES SAVINGS AND INVESTMENT PLAN STATEMENT OF NET ASSETS AVAILABLE FOR PLAN BENEFITS, WITH FUND INFORMATION DECEMBER 31, 1994 AND 1993
1994 1993 -------------- ------------- Assets: Investments: Insurance company contracts at contract value $ 6,149,387 $ 4,683,303 Other securities (cost: 1994, $90,855; 1993, $239,421) 90,855 239,421 W. R. Grace & Co. common stock (cost: 1994, $3,600,406; 1993, $1,869,203) 3,784,169 2,957,338 Fidelity Mutual Funds (cost: 1994, $2,186,286; 1993, $1,376,316) Balanced Fund 849,911 770,974 Growth & Income Fund 76,283 15,315 Blue Chip Growth Fund 814,131 446,423 Contrafund 315,362 96,818 OTC Fund 65,289 6,171 Loans receivable 501,320 -- Contributions receivable 59,295 42,928 -------------- ------------- Net assets available for plan benefits $ 12,706,002 $ 9,258,691 -------------- ------------- -------------- -------------
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, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1994
EMPLOYEES' FIDELITY FIDELITY FIXED INCOME GRACE STOCK STOCK BALANCED GROWTH & INCOME FUND FUND OWNERSHIP PLAN FUND FUND ------------ ------------ -------------- ------------- -------------- Contributions: Participants $ 2,036,120 $ 261,685 $ -- $ 318,276 $ 64,795 Transfers among funds (416,656) 74,949 (130,791) (67,832) 861 Transfers from other plans -- -- -- -- -- Company -- -- 1,260,238 -- -- ------------- ------------ ------------ ------------ ----------- Total 1,619,464 336,634 1,129,447 250,444 65,656 ------------- ------------ ------------ ------------ ----------- Income/(loss) from investments: Interest 476,083 210 472 384 4 Dividends -- -- -- 26,348 3,427 Net realized gain/(loss) -- 6,636 6,618 (16,821) 9 Change in unrealized (depreciation)/appreciation -- (15,745) (190,104) (55,141) (2,573) ------------- ------------ ------------ ------------ ----------- Total 476,083 (8,899) (183,014) (45,230) 867 ------------- ------------ ------------ ------------ ----------- Less: Participant withdrawals 775,083 71,733 306,278 124,346 4,886 Administrative expenses 23,070 1,384 37,030 1,138 100 ------------- ------------ ------------ ------------ ----------- Net increase 1,297,394 254,618 603,125 79,730 61,537 Net assets available for plan benefits: Beginning of year 4,932,129 537,615 2,445,744 774,320 15,584 ------------- ------------ ------------ ------------ ----------- End of year $ 6,229,523 $ 792,233 $ 3,048,869 $ 854,050 $ 77,121 ------------- ------------ ------------ ------------ ----------- ------------- ------------ ------------ ------------ ----------- FIDELITY FIDELITY FIDELITY BLUE CHIP CONTRA OTC LOANS GROWTH FUND FUND FUND RECEIVABLE TOTAL ------------ ------------ ----------- -------------- ------------ Contributions: Participants $ 380,076 $ 237,629 $ 30,608 $ -- $ 3,329,189 Transfers among funds 4,549 10,189 29,286 495,445 -- Transfers from other plans -- -- -- 9,858 9,858 Company -- -- -- -- 1,260,238 ------------ ------------ ----------- ------------- ------------- Total 384,625 247,818 59,894 505,303 4,599,285 ------------ ------------ ----------- ------------- ------------- Income/(loss) from investments: Interest 227 106 2 -- 477,488 Dividends 16,069 839 561 -- 47,244 Net realized gain/(loss) 2,109 (3,886) (29) -- (5,364) Change in unrealized (depreciation)/appreciation 35,722 (1,663) (1,038) -- (230,542) ------------ ------------ ----------- ------------- ------------- Total 54,127 (4,604) (504) -- 288,826 ------------ ------------ ----------- ------------- ------------- Less: Participant withdrawals 68,450 22,122 -- 3,983 1,376,881 Administrative expenses 453 744 -- -- 63,919 ------------ ------------ ----------- ------------- ------------- Net increase 369,849 220,348 59,390 501,320 3,447,311 Net assets available for plan benefits: Beginning of year 449,210 97,794 6,295 -- 9,258,691 ------------ ------------ ----------- ------------- ------------- End of year $ 819,059 $ 318,142 $ 65,685 $ 501,320 $ 12,706,002 ------------ ------------ ----------- ------------- ------------- ------------ ------------ ----------- ------------- -------------
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, WITH FUND INFORMATION FOR THE YEAR ENDED DECEMBER 31, 1993
FUND D - FIXED INCOME FUND B - DIVERSIFIED GRACE STOCK FUND EQUITY FUND FUND FUND -------------- ------------ ------------ ------------ Contributions: Participants $ 1,496,063 $ 51,684 $ 79,254 $ 183,676 Transfers among funds 104,342 (286,030) (604,275) (93,655) Company -- -- -- -- Transfers to other plans -- (4,018) (22,967) -- ------------- ------------ ------------ ------------ Total 1,600,405 (238,364) (547,988) 90,021 ------------- ------------ ------------ ------------ Income/(loss) from investments: Interest 338,647 248 8,826 998 Dividends -- 1,815 2,578 17,392 Net realized gain/(loss) -- 71,791 60,363 33,417 Change in unrealized appreciation/ (depreciation) -- (95,789) (47,054) (27,487) ------------- ------------ ------------ ------------ Total 338,647 (21,935) 24,713 24,320 ------------- ------------ ------------ ------------ Less: Participant withdrawals 314,556 488 8,942 25,963 Administrative expenses 12,643 698 887 698 ------------- ------------ ------------ ------------ Net increase/(decrease) 1,611,853 (261,485) (533,104) 87,680 Net assets available for plan benefits: Beginning of year 3,320,276 261,485 533,104 449,935 ------------- ------------ ------------ ------------ End of year $ 4,932,129 $ -- $ -- $ 537,615 ------------- ------------ ------------ ------------ ------------- ------------ ------------ ------------ EMPLOYEES' FIDELITY FIDELITY FIDELITY STOCK BALANCED GROWTH & INCOME BLUE CHIP OWNERSHIP PLAN FUND FUND GROWTH FUND -------------- ------------ --------------- ------------ Contributions: Participants $ -- $ 158,646 $ 12,766 $ 132,151 Transfers among funds (84,697) 611,416 2,391 299,208 Company 818,780 -- -- -- Transfers to other plans -- -- -- -- ------------ ------------ ----------- ------------ Total 734,083 770,062 15,157 431,359 ------------ ------------ ----------- ------------ Income/(loss) from investments: Interest 6,916 -- -- -- Dividends -- 47,388 313 58,351 Net realized gain/(loss) 101,490 (126) 148 (54) Change in unrealized appreciation/ (depreciation) (59,893) (15,218) -- (20,601) ------------ ------------ ----------- ------------ Total 48,513 32,044 461 37,696 ------------ ------------ ----------- ------------ Less: Participant withdrawals 81,913 27,218 -- 19,523 Administrative expenses 15,689 568 34 322 ------------ ------------ ----------- ------------ Net increase/(decrease) 684,994 774,320 15,584 449,210 Net assets available for plan benefits: Beginning of year 1,760,750 -- -- -- ------------ ------------ ----------- ------------ End of year $ 2,445,744 $ 774,320 $ 15,584 $ 449,210 ------------ ------------ ----------- ------------ ------------ ------------ ----------- ------------ FIDELITY FIDELITY OTC CONTRAFUND FUND TOTAL ------------ ------------ ------------- Contributions: Participants $ 46,256 $ 5,865 $ 2,166,361 Transfers among funds 51,043 257 -- Company -- -- 818,780 Transfers to other plans -- -- (26,985) ------------ ------------ ------------- Total 97,299 6,122 2,958,156 ------------ ------------ ------------- Income/(loss) from investments: Interest -- -- 355,635 Dividends 6,087 319 134,243 Net realized gain/(loss) 104 -- 267,133 Change in unrealized appreciation/ (depreciation) (4,649) (146) (270,837) ------------ ------------ ------------- Total 1,542 173 486,174 ------------ ------------ ------------- Less: Participant withdrawals 917 -- 479,520 Administrative expenses 130 -- 31,669 ------------ ------------ ------------- Net increase/(decrease) 97,794 6,295 2,933,141 Net assets available for plan benefits: Beginning of year -- -- 6,325,550 ------------ ------------ ------------- End of year $ 97,794 $ 6,295 $ 9,258,691 ------------ ------------ ------------- ------------ ------------ -------------
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 and the Prospectus Supplement 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; and 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 W. R. Grace & Co. ("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 $9,240 for 1994 ($8,994 for 1993), subject to annual adjustment for inflation. In addition, federal income tax law limits to $150,000 for 1994 ($235,840 for 1993), 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 is made to the Plan; however, no Company contribution is made with respect to a participant's contribution in excess of 6% of his compensation. Therefore, the maximum Company contribution is 3% of each participant's compensation, subject to the annual limitations noted above. Participants may elect to have their contributions invested in any one or more of the following funds in which the Plan participates: FIXED INCOME FUND The Fixed Income Fund 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 is invested in Grace Common Stock. Pending investment of cash credited to this Fund, this Fund may invest in short-term 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, 1994 and 1993, the number of participants contributing to the Plan are 1,437 and 1,103, respectively, and the number of participants in the various Funds (including former employees whose funds have not yet been distributed and who no longer contribute to the Plan) are as follows: December 31, 1994 December 31, 1993 ----------------- ----------------- Fixed Income 1,154 926 Grace Stock 1,851 207 Balanced 339 287 Growth & Income 184 59 Blue Chip Growth 545 261 Contra 276 107 OTC 101 25 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. On any business day, participants may allocate their future contributions among the Funds and transfer the amounts related to their prior contributions in any of the Funds to other Funds. Transfers may be in whole dollar amounts or in multiples of 5% of the participant's account. Company contributions are generally credited to the Employee Stock Ownership Plan ("ESOP Fund"). The ESOP Fund is invested in Grace F-8 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 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. 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 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. Loans receivable is valued at cost, which approximates market value. 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 dividends paid on shares of Grace Common Stock held in the ESOP Fund are 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 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 1994 1993 Repayment Terms - --------------------- ------------ ------------ --------------------- Metropolitan Life Insurance Company: 9.55% $ 979,944 $ 752,241 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 Repaid in two installments on 10/31/91 and 10/31/94 9.05% 1,186,204 914,749 Repayable on 10/15/96 7.00% 828,517 566,516 Repayable on 12/15/99 Prudential Insurance Company: 9.13% 2,216,574 - Repayable on 6/1/97 9.75% - 991,289 Repayable on 11/30/97 8.45% - 716,415 Repayable in two equal annual installments com- mencing 12/1/98 F-10 Value at December 31, ------------------------- Issuer & Rate 1994 1993 Repayment Terms - --------------------- ------------ ------------ --------------------- John Hancock Mutual Life Insurance Company: 7.02% 391,516 - Repayable 6/30/01 7.85% 546,632 - Repayable 12/15/00 ------------ ----------- $ 6,149,387 $ 4,683,303 ------------ ----------- ------------ ----------- Other investments in the Fixed Income Fund at December 31, 1994 and 1993 consisted of the following: December 31, ------------------------- 1994 1993 ----------- ---------- Commercial paper, at cost, which approximates market value $ 53,525 $ 217,273 ----------- ---------- ----------- ---------- GRACE STOCK FUND: As of December 31, 1994 and 1993, the Grace Stock Fund under the Plan held 20,285 and 13,068 shares of Grace Common Stock, respectively. Sales/distributions of Grace Common Stock by/from the Grace Stock Fund under the Plan resulted in net realized gains, as follows: December 31, ------------------------- 1994 1993 ----------- ----------- Proceeds from sales/distributions of securities $ 260,038 $ 158,395 Cost of securities sold/distributed 253,402 124,978 ----------- ----------- Net realized gains $ 6,636 $ 33,417 ----------- ----------- ----------- ----------- F-11 Other investments in the Grace Stock Fund under the Plan at December 31, 1994 and 1993 consisted of the following: December 31, ----------------------- 1994 1993 ---------- ---------- Commercial paper, at cost, which approximates market value $ 6,115 $ 2,854 ---------- ---------- ---------- ---------- ESOP Fund: As of December 31, 1994 and 1993, this fund held 77,707 and 59,728 shares of Grace Common Stock, respectively. Sales/distributions of Grace Common Stock by/from the ESOP Fund under the Plan resulted in net realized gains, as follows: December 31, ------------------------- 1994 1993 ------------ ----------- Proceeds from sales/distributions of securities $ 484,540 $ 269,922 Cost of securities sold/distributed 477,922 168,432 ------------ ----------- Net realized gains $ 6,618 $ 101,490 ------------ ----------- ------------ ----------- Other investments in the ESOP Fund at December 31, 1994 and 1993 consisted of the following: December 31, ----------------------- 1994 1993 ---------- ---------- Commercial paper, at cost, which approximates market value $ 31,215 $ 19,294 ---------- ---------- ---------- ---------- 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 the issuance of this determination letter. In December 1994, Grace filed for an updated determination letter from the Internal Revenue Service regarding whether the Plan, as amended, F-12 continues to comply with those requirements. Subject to receipt of the updated determination letter, 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 that the Plan continues to be qualified and that the related Trust is 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 5- 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 may terminate its participation in the Plan with the approval of Grace's Board of Directors. EX-23 2 EXHIBIT 23 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-8 (No. 33-7504) of W. R. Grace & Co. of our report dated April 27, 1995 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, 1994. PRICE WATERHOUSE LLP /s/ PRICE WATERHOUSE LLP New York, New York June 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----