-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UdyipCrwrTA/YeIoRHi2AKAwPa3/imZaKOhPvZgnuMlOlMEM+dr4oWvlhDE/WEwA 8uhEVqc0twlqHtV8MeZvpw== 0000950136-96-000088.txt : 19960307 0000950136-96-000088.hdr.sgml : 19960307 ACCESSION NUMBER: 0000950136-96-000088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960304 ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960306 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03720 FILM NUMBER: 96531505 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 FORM 8-K 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): March 4, 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 Item 6. Resignations of Registrant's Directors. On March 4, 1996, W. R. Grace & Co. ("Company") announced that it had accepted the resignation of Thomas L. Gossage as a director of the Company. The Company's press release dated March 4, 1996, Mr. Gossage's letter of resignation and a letter to Mr. Gossage from Albert J. Costello, Chairman, President and Chief Executive Officer of the Company, are being filed as exhibits to this Report and are incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. The following are being filed as exhibits to this Report: (a) letter dated March 4, 1996 from Thomas L. Gossage to Albert J. Costello, Chairman, President and Chief Executive Officer of the Company; (b) the Company's March 4, 1996 press release; and (c) letter dated March 4, 1996 from Mr. Costello to Mr. Gossage. - 2 - 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: March 6, 1996 - 3 - W. R. GRACE & CO. Current Report on Form 8-K Exhibit Index Exhibit No. Description 17 Letter dated March 4, 1996 from Thomas L. Gossage to Albert J. Costello 99.1 W. R. Grace & Co. press release dated March 4, 1996 99.2 Letter dated March 4, 1996 from Albert J. Costello to Thomas L. Gossage EX-17 2 LETTER DATED MARCH 4, 1996 TO A. COSTELLO Hercules Incorporated HERCULES Hercules Plaza 1313 North Market Street Wilmington, DE 19894-0001 Thomas L. Gossage Chairman and Chief Executive Officer March 4, 1996 Mr. Albert J. Costello Chairman and Chief Executive Officer W. R. Grace & Co. One Town Center Road Boca Raton, FL 33486-1010 Dear Al: After our conversation last Friday and after careful deliberation, I have decided to tender my resignation as a Director of W. R. Grace & Co. ("Grace") effectively immediately. Although I sincerely regret having to take this action, I cannot remain a Director of Grace given what appears to be its direction and long-term strategy regarding its specialty chemical business. As I indicated, I recently have been contacted by several large shareholders of both Grace and Hercules Incorporated ("Hercules") who have encouraged me to consider a combination of our companies. Now that Grace is positioned to become a "pure chemical company," these shareholders believe that such a combination could create substantial value for shareholders of both our companies. The Hercules management team also has undertaken a review of such a combination, based solely on publicly available information, and believes that such a transaction could provide tremendous opportunities for increased shareholder value for both companies' shareholders. Although I have contacted you twice to discuss such a transaction, you have decided not to meet and to hear our view of the value of the combination. You told me that, after polling a number of Grace Directors, you do not believe a combination with Hercules would be in the best interests of Grace's shareholders. Such a judgment without a thorough analysis and discussion of the reasons which support my proposed combination is not, in my opinion, responsive to the best interests of your shareholders. Therefore, I believe, it is in the best interests of both Grace and Hercules and their respective shareholders that I resign. Mr. Albert J. Costello Page Two March 4, 1996 - ------------------------------------------------------------------------------ I hereby request that Grace disclose this letter as provided by Item 6 of Form 8-K under the Securities Exchange Act of 1934. Sincerely, T. L. Gossage cc: W. R. Grace & Co. Board of Directors: Dr. George C. Dacey Mr. Edward W. Duffy Mr. Harold A. Eckmann Dr. Marye Anne Fox Dr. James W. Frick Dr. Constantine L. Hampers Mr. Thomas L. Holmes Ms. Virginia A. Kamsky Mr. Peter S. Lynch Mr. Robert C. Macauley Mr. John E. Phipps Mr. Eugene J. Sullivan EX-99.1 3 W.R. GRACE & CO. PRESS RELEASE DATED MARCH 4, 1996 #2633 CONTACT: Chuck Suits or Mary Lou Kromer 407/362-2600 or 800/GRACE99 GRACE ACCEPTS RESIGNATION OF GOSSAGE FROM BOARD; REJECTS PROPOSAL TO COMBINE GRACE AND HERCULES BOCA RATON, Fla., March 4, 1996 -- W. R. Grace & Co. (NYSE: GRA) today announced that it has accepted the resignation of Thomas L. Gossage, chairman and chief executive officer of Hercules, Incorporated, from its board of directors. Grace said that Gossage resigned after the Company rejected his proposal to consider combining Grace and Hercules. "Tom Gossage has been a member of our board for eight months, and know- ing what he does about the Company's future, I can understand that he would find such a transaction attractive," said Albert J. Costello, chairman, president and chief executive officer of Grace. "However, I and the board view Gossage's proposal not to be in the best interests of Grace or our shareholders. "I believe it is not the right time and Hercules is not the right company," said Costello. "Neither we nor our advisors see business-related synergies between Grace and Hercules. If there were strategic overlaps we would not have put Tom Gossage on the board in the first place." "I am greatly surprised by Tom Gossage's claim that he is not in agreement with the direction and long-term strategy of Grace since he has never expressed dissatisfaction at any board meeting or to me personally," said Costello. (more) - 2 - "We have delivered significant shareholder value in a relatively short period of time: -Reached an agreement with Fresenius AG for National Medical Care that has been valued by the analyst community at approximately $4 billion. -Close to reaching an agreement regarding Grace Dearborn. We expect an announcement in April. -Implemented a cost cutting program that will reduce annual costs by more than $100 million. We are pursuing further cost reductions. -Taking aggressive steps that will soon lead to a greatly enhanced capital structure, including authorization for up to a 20 percent stock repurchase, debt reduction and aggressive working capital and capital spending controls. -Continuing to make significant investments to fuel growth of our core businesses on a global basis." "These actions are the steps that will lead to creating substantial value in both the near- and long-term -- not merging with Hercules." Following is text from the resignation letter from Gossage and the response from Costello: EX-99.2 4 LETTER DATED MARCH 4, 1996 TO THOMAS L. GOSSAGE GRACE A. J. Costello Chairman and CEO CORPORATE HEADQUARTERS W. R. Grace & Co. One Town Center Road Boca Raton, FL 33486-1010 (407) 362-2121 Fax: (407) 362-2100 March 4, 1996 Mr. Thomas L. Gossage Chairman and Chief Executive Officer Hercules Incorporated Hercules Plaza 1313 North Market Street Wilmington, DE 19894-0001 Dear Tom: Based on our discussions last Friday, I was not surprised to receive your letter resigning from the Grace Board of Directors. I was disappointed, however, in your characterization of the events surrounding your resignation. During your service on the Board of Directors, you never once voiced any disagreement with Grace's "direction and long-term strategy regarding its specialty chemical business." To the contrary, the Board has approved a number of actions which have significantly enhanced shareholder value and will continue to do so in the future, including the disposition of NMC and the Dearborn business, and a major corporate restructuring and cost-cutting effort. Grace's stock price is up 31% since May 1st when I assumed my position as Chief Executive Officer. Indeed, two recent analyst reports have indicated that based on the successful conclusion of these events, they expect the stock to increase another $10 to $15 per share in the relatively short term. As an insider, you know our programs at Grace are able to produce results and our plans indicate growth in value. To commence merger discussions before these anticipated benefits are reflected in the stock price would be a disservice to the shareholders of Grace. The other Board members with whom I spoke agreed. As I told you, there will be a time when Grace will deem it appropriate to consider major strategic acquisitions. Now is not the time and Hercules is not that partner. Furthermore, there are no synergies between Hercules and the Grace chemical business that would justify combining the two companies. If there were strategic overlaps we would not have put you on the Grace Board in the first instance. It is clear from your action that you are seeking to promote the interests of the Hercules shareholders at the expense of the Grace shareholders. In that regard, I accept your resignation from the Grace Board of Directors. Very truly yours, Albert J. Costello -----END PRIVACY-ENHANCED MESSAGE-----