-----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, Ha4j56VxZlvoMt6FvIQZAUGdIScevYqcoOytNRkXvlb59+FwQAwUWXOeDcZaBMty yRoaewmheg7tbOPTRIWvHg== 0000919574-01-500614.txt : 20010726 0000919574-01-500614.hdr.sgml : 20010726 ACCESSION NUMBER: 0000919574-01-500614 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010725 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: W R GRACE & CO CENTRAL INDEX KEY: 0001045309 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 650773649 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-55221 FILM NUMBER: 1689126 BUSINESS ADDRESS: STREET 1: 1750 CLINT MOORE ROAD CITY: BOCA RATON STATE: FL ZIP: 33487-2707 BUSINESS PHONE: 5613622000 MAIL ADDRESS: STREET 1: 1750 CLINT MOORE ROAD CITY: BOCA RATON STATE: FL ZIP: 33487-2707 FORMER COMPANY: FORMER CONFORMED NAME: GRACE SPECIALTY CHEMICALS INC DATE OF NAME CHANGE: 19970902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENINSULA PARTNERS LP CENTRAL INDEX KEY: 0001130325 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 4048 EAST MAIN ST. STREET 2: 2ND FL. CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 MAIL ADDRESS: STREET 1: 4048 EAST MAIN ST. STREET 2: 2ND FL. CITY: CHARLOTTESVILLE STATE: VA ZIP: 22902 SC 13G/A 1 pe03038001ab2.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Amendment No.: 2* Name of Issuer: W.R. GRACE & CO. Title of Class of Securities: Common Stock CUSIP Number: 38388F108 (Date of Event Which Requires Filing of this Statement) July 18, 2001 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: / / Rule 13d-1(b) /X/ Rule 13d-1(c) / / Rule 13d-1(d) *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 Number: 38388F108 1. Name of Reporting Person 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. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 10,546,100 7. Sole Dispositive Power: 8. Shared Dispositive Power: 10,546,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person 10,546,100 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 2 11. Percent of Class Represented by Amount in Row (9) 16.11% 12. Type of Reporting Person PN 3 CUSIP Number: 38388F108 1. Name of Reporting Person 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. Citizenship or Place of Organization Delaware Number of Shares Beneficially Owned by Each Reporting Person With: 5. Sole Voting Power: 6. Shared Voting Power: 10,546,100 7. Sole Dispositive Power: 8. Shared Dispositive Power: 10,546,100 9. Aggregate Amount Beneficially Owned by Each Reporting Person 10,546,100 10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares 4 11. Percent of Class Represented by Amount in Row (9) 16.11% 12. Type of Reporting Person OO 5 Item 1(a) Name of Issuer: W.R. GRACE & CO. (b) Address of Issuer's Principal Executive Offices: 7500 Grace Drive Columbia, MD 21044 Item 2(a) - (c). Name, Principal Business Address, and Citizenship of Persons Filing: Peninsula Partners, L.P. Peninsula Capital Advisors, LLC 404 B East Main Street Charlottesville, VA 22902 Peninsula Partners, L.P. - Delaware limited partnership Peninsula Capital Advisors, LLC - Delaware limited liability company (d) Title of Class of Securities: Common Stock (e) CUSIP Number: 38388F108 Item 3. If this statement is filed pursuant to Rule 13d-1(b)(1) or 13d-2(b) or (c) check whether the person filing is: (a) / / Broker or dealer registered under Section 15 of the Act, (b) / / Bank as defined in Section 3(a)(6) of the Act, (c) / / Insurance Company as defined in Section 3(a)(19) of the Act, (d) / / Investment Company registered under Section 8 of the Investment Company Act, (e) / / Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, (f) / / Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund, (g) / / Parent Holding Company, in accordance with Rule 13d-1(b)(ii)(G), 6 (h) / / Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act, (i) / / Church plan excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act, (j) / / Group, in accordance with Rule 13d- 1(b)(1)(ii)(H). If this statement is filed pursuant to Rule 13d-1(c), check this box. /X/ Item 4. Ownership. (a) Amount Beneficially Owned: Peninsula Partners, L.P. and Peninsula Capital Advisors, LLC - 10,546,100 shares (b) Percent of Class: Peninsula Partners, L.P. and Peninsula Capital Advisors, LLC -16.11% (c) Peninsula Partners, L.P. and Peninsula Capital Advisors, LLC: 10,546,100 shares with shared power to vote or to direct the vote; 0 shares with sole power to vote or to direct the vote; 10,546,100 shares with shared power to dispose or to direct the disposition of; 0 shares with the sole power to dispose or to direct the disposition of Item 5. Ownership of Five Percent or Less of a Class. [ ] The shares beneficially owned by the Reporting Persons that were previously reported on Schedule 13G/A are now reported on a Schedule 13D filed contemporaneously with the amended filing. Item 6. Ownership of More than Five Percent on Behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company. N/A 7 Item 8. Identification and Classification of Members of the Group. N/A Item 9. Notice of Dissolution of the Group. N/A 8 Item 10. Certification for Rule 13d-1(c): By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. After reasonable inquiry and to the best of my knowledge and belief, I 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 By: /s/ R. Ted Weschler ______________________ R. Ted Weschler Managing Member PENINSULA CAPITAL ADVISORS, LLC By: /s/ R. Ted Weschler ______________________ R. Ted Weschler Managing Member July 25, 2001 _________________ Date 9 03038001.AB2 Exhibit A AGREEMENT The undersigned agree that this Amendment No. 2 to Schedule 13G dated July 25, 2001 relating to the Common Stock of W.R. GRACE & CO. shall be filed on behalf of the undersigned. PENINSULA PARTNERS, L.P. By: Peninsula Capital Appreciation, LLC General Partner By: /s/ R. Ted Weschler ______________________ R. Ted Weschler Managing Member PENINSULA CAPITAL ADVISORS, LLC By: /s/ R. Ted Weschler ______________________ R. Ted Weschler Managing Member 03038001.AB2 -----END PRIVACY-ENHANCED MESSAGE-----