SC 13D 1 pe03038001ab0.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No.: * Name of Issuer: W.R. Grace & Co. Title of Class of Securities: Common Stock CUSIP Number: 38388F108 (Name, Address and Telephone Number of Person Authorized To Receive Notices and Communications) R. Ted Weschler Peninsula Partners, L.P. 404 B East Main Street Charlottesville, VA 22902 (Date of Event which Requires Filing of this Statement) July 18, 2001 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(e), 13d-1(f), or 13d-1(g), check the following box [X]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 38388F108 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Peninsula Partners, L.P. 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds [OO] 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 10,546,100 9. Sole Dispositive Power: 10. Shared Dispositive Power: 10,546,100 2 11. Aggregate Amount Beneficially Owned by Each Reporting Person 10,546,100 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 16.11% 14. Type of Reporting Person PN 3 CUSIP No. 38388F108 1. Name of Reporting Person S.S. or I.R.S. Identification No. of Above Person Peninsula Capital Advisors, LLC 2. Check the Appropriate Box if a Member of a Group a. b. x 3. SEC Use Only 4. Source of Funds [OO] 5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) 6. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 7. Sole Voting Power: 8. Shared Voting Power: 10,546,100 9. Sole Dispositive Power: 10. Shared Dispositive Power: 10,546,100 4 11. Aggregate Amount Beneficially Owned by Each Reporting Person 10,546,100 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares 13. Percent of Class Represented by Amount in Row (11) 16.11% 14. Type of Reporting Person OO 5 Item 1. Security and Issuer This statement relates to the common stock (the "Common Stock") of W.R. Grace & Co. (the "Company"). The Company's principal executive office is located at 7500 Grace Drive, Columbia, MD 21044. The Reporting Persons (as defined below) previously filed to report beneficial ownership of the Company's securities on Schedule 13G in accordance with Rule 13d-1(c). Item 2. Identity and Background This Schedule 13D is being filed by Peninsula Partners, L.P. ("Partners") and its investment manager, Peninsula Capital Advisors, LLC ("Advisors") (together with Partners, the "Reporting Persons"), with respect to the common stock (the "Common Stock") of W.R. Grace & Co. (the "Company"). Mr. R. Ted Weschler is the Managing Member of Advisors and of Peninsula Capital Appreciation, LLC, the General Partner of Partners. The business address of each of the Reporting Persons is 404 B East Main Street, Charlottesville, VA 22902. The principal business of Partners is to invest and trade in securities. Partners is a Delaware limited partnership. The principal business of Advisors is to serve as the investment advisor to Partners. Advisors is a Delaware limited liability company. Neither Partners, Advisors, nor any of their officers or directors has, during the last five years: (i) been convicted in 6 any criminal proceeding; or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in 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. Item 3. Source and Amount of Funds or Other Consideration Partners acquired 10,546,100 shares of Common Stock at an aggregate cost of approximately 26.8 million, using the contributions made by the Partners of Partners. Item 4. Purpose of Transaction The shares of Common Stock beneficially owned by the Reporting Persons were acquired and are being held solely for investment purposes. On June 18, 2001, the office of the United States Trustee appointed an Official Committee of Equity Security Holders (the "Equity Committee") in connection with the Chapter 11 bankruptcy case of the Company. At that time, Partners was appointed to the Equity Committee. Prior to the filing of this Schedule 13D, the shares of Common Stock that are the subject of this filing were reported on the Schedule 13G filed by Partners and Advisors. On July 18, 2001, the Equity Committee held its first organizational 7 committee meeting at which Mr. Weschler was selected as the Chairman of the Equity Committee. Notwithstanding Partners' participation on the Equity Committee, the Reporting Persons disclaim membership in a group with the other members of the Equity Committee. Item 5. Interest in Securities of the Issuer As of the date hereof, each of the Reporting Persons is deemed to be the beneficial owner of 10,546,100 shares of Common Stock of the Company. Based on the Company's latest 10-Q, there was a total of 65,456,505 shares of Common Stock outstanding as of March 31, 2001. Therefore, each of the Reporting Persons is deemed to beneficially own 16.11% of the outstanding Common Stock. Each of the Reporting Persons has the shared power to vote, direct the vote, dispose of or direct the disposition of all (10,546,100) of the shares of Common Stock. The trading dates, number of shares purchased or sold and price per share for all transactions in the Common Stock during the past 60 days by the persons listed in Item 1 are set forth on Schedule A, and were all effected in open market broker transactions. 8 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Neither of the Reporting Persons has any contract, arrangement, understanding or relationship with any person with respect to the Shares. Item 7. Material to be Filed as Exhibits A Joint Filing Agreement on behalf of the Reporting Persons is filed herewith as Exhibit A. Signature The undersigned after reasonable inquiry and to the best of their knowledge and belief, certify that the information set forth in this statement is true, complete and correct. PENINSULA PARTNERS, L.P. By: Peninsula Capital Appreciation, LLC General Partner /s/ R. Ted Weschler By: R. Ted Weschler, Managing Member PENINSULA CAPITAL ADVISORS, LLC /s/ R. Ted Weschler By: R. Ted Weschler, Managing Member DATE: July 25, 2001 9 Exhibit A JOINT FILING AGREEMENT The undersigned agree that this Schedule 13D dated July 25, 2001 relating to the Common Stock of the Company shall be filed on behalf of each of the undersigned. PENINSULA PARTNERS, L.P. By: Peninsula Capital Appreciation, LLC General Partner /s/ R. Ted Weschler By: R. Ted Weschler, Managing Member PENINSULA CAPITAL ADVISORS, LLC /s/ R. Ted Weschler By: R. Ted Weschler, Managing Member 10 SCHEDULE A NUMBER OF SHARES DATE OF COMMON STOCK PRICE PER SHARE 05/25/01 14,900.00 1.9800 05/25/01 100,000.00 2.0000 05/29/01 75,000.00 2.0000 05/30/01 14,900.00 1.9900 05/31/01 100,000.00 2.0000 05/31/01 100,000.00 1.8943 05/31/01 500,000.00 1.8000 06/04/01 50,000.00 1.8000 06/05/01 50,000.00 1.8500 06/06/01 60,000.00 1.8700 06/06/01 100,000.00 1.8998 06/07/01 100.00 1.9000 06/07/01 27,400.00 1.9300 06/08/01 100,000.00 1.9300 06/08/01 100,000.00 1.9399 06/08/01 33,100.00 1.9300 06/11/01 100,000.00 1.9000 06/11/01 100,000.00 1.8900 06/11/01 29,100.00 1.8900 06/19/01 75,900.00 1.9300 06/20/01 34,000.00 1.8026 06/21/01 88,600.00 1.8500 06/25/01 14,000.00 1.8200 06/25/01 57,900.00 1.8500 06/26/01 5,000.00 1.8600 06/26/01 36,800.00 1.9000 06/26/01 100,000.00 1.9300 06/27/01 100,000.00 1.9500 06/27/01 100,000.00 1.9800 06/27/01 100,000.00 1.9800 06/27/01 29,400.00 1.9100 06/28/01 100,000.00 1.9300 06/28/01 100,000.00 1.9100 06/29/01 100,000.00 1.8273 07/05/01 200,200.00 1.8500 07/06/01 85,200.00 1.8500 07/09/01 319,800.00 1.7500 07/10/01 50,000.00 1.8000 07/11/01 200,000.00 1.7395 07/12/01 69,800.00 1.7500 07/16/01 35,000.00 1.6500 11 03038001.AB0 12 03038001.AB0