-----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, Bl/yknFuUNrzPFJ/KYOWyeFbUUvYnYC7WYCVO2FMi//AbAPPqHWLLDo+JqStpcoY 1AwLvii0Apzk1QJ4Ki7K7Q== 0000898822-97-000797.txt : 19970822 0000898822-97-000797.hdr.sgml : 19970822 ACCESSION NUMBER: 0000898822-97-000797 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970814 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19970821 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: WR GRACE & CO/DE CENTRAL INDEX KEY: 0001012100 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 650654331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12139 FILM NUMBER: 97667422 BUSINESS ADDRESS: STREET 1: ONE TOWN CENTER RD CITY: BOCA RATON STATE: FL ZIP: 33486-1010 BUSINESS PHONE: 4073622000 MAIL ADDRESS: STREET 1: ONE TOWN CENTER RD CITY: BOCA RATON STATE: FL ZIP: 33486-1010 FORMER COMPANY: FORMER CONFORMED NAME: GRACE HOLDING INC DATE OF NAME CHANGE: 19960805 8-K/A 1 8K AMENDMENT SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 1997 W. R. GRACE & CO. (Exact name of registrant as specified in its charter) Delaware 1-12139 65-0654331 (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: 561/362-2000 Item 5. Other Events. Attached as an exhibit hereto and incorporated by reference herein is Exhibit E to the Merger Agreement, a term sheet describing the principal terms of a new series of convertible preferred stock, par value $.10 per share, of New Sealed Air to be issued in the Merger (the "Term Sheet"). Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. Exhibits. The following exhibits are filed with this Report: Exhibit No. Description 4.1 Term Sheet (Exhibit E to the Merger Agreement) -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: August 21, 1997 -3- W. R. GRACE & CO. Current Report on Form 8-K Exhibit Index Exhibit No. Description 4.1 Term Sheet (Exhibit E to the Merger Agreement) EX-99 2 EXHIBIT 4.1 EXHIBIT 4.1 EXHIBIT E TERMS OF NEWCO SENIOR CONVERTIBLE PREFERRED STOCK Liquidation Preference $1.8 billion aggregate Face Amount: $50 per share, plus accrued but unpaid dividends. Conversion Rate: Convertible (at any time) into Newco Common Shares at a conversion price of $56.525 per share or .8845644 of a Newco Common Share per Newco Convertible Preferred Share (subject to Antidilution Provisions). Dividend Rate: 4% annual dividend. Dividends to be payable quarterly in arrears and to be cumulative. Optional Redemption: The Newco Convertible Preferred Shares may not be redeemed until on or after the third anniversary of the Effective Time. Thereafter, until the fifth anniversary of the Effective Time, Newco may redeem for cash the Convertible Preferred Shares, in whole or in part at its option, at the applicable Redemption Price plus accrued but unpaid dividends through the payment date set forth below, but only if the closing market price of Newco Common Shares equals or exceeds the applicable Target Common Stock Price set forth below for at least 20 trading days during any consecutive 30- day trading period ending on the trading day prior to the date of mailing of the notice of redemption. After the tenth anniversary of the Effective Time, Newco may redeem the Newco Convertible Preferred Shares, in whole or in part (subject to standard procedures) at any time at its option, at par plus accrued but unpaid dividends through the payment date. REDEMPTION PRICE REDEMPTION BETWEEN TARGET COMMON (% OF LIQUIDATION ANNIVERSARIES STOCK PRICE PREFERENCE) 3 and 4 $70.6563 102.8 (plus accrued 4 and 5 70.6563 102.4 dividends) 5 and 6 N/A 102.0 6 and 7 N/A 101.6 7 and 8 N/A 101.2 8 and 9 N/A 100.8 9 and 10 N/A 100.4 Thereafter N/A 100.0 Mandatory Redemption: 20th anniversary of the Effective Time. Voting Rights: General voting rights with Newco Common Shares voting as a single class and on an as-converted basis. Special class voting rights of preferred stock to the extent required by NYSE rules. Antidilution Provisions: Customary. Ranking: Senior to junior preferred stock and common stock or pari-passu with all other preferred stock issued by Newco. No preferred stock shall be issued senior to the Newco Convertible Preferred Stock without the consent of the holders. Listing: NYSE Other Terms: Customary for a senior convertible voting preferred stock. -----END PRIVACY-ENHANCED MESSAGE-----