-----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, Mle5J/tC2jKXEQ02SErg5YujP1EXNNMB4b3/Ch6WDS9hIdZgCKqIHV9juH8tWFKp HMAod1paCfZs9suBdHwq/Q== 0000950136-96-001002.txt : 19961111 0000950136-96-001002.hdr.sgml : 19961111 ACCESSION NUMBER: 0000950136-96-001002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961029 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961108 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 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12139 FILM NUMBER: 96656484 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 HOLDING INC DATE OF NAME CHANGE: 19960805 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): October 29, 1996 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. ------------- On October 29, 1996, the Company announced its consolidated results of operations for the quarter ended September 30, 1996. The Company's October 29, 1996 press release and accompanying financial and statistical data are filed as an exhibit hereto and are incorporated by reference herein. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. ------------------------------------------------------------------ The Company's October 29, 1996 press release and accompanying financial and statistical data are filed as an exhibit hereto. - 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/Kathleen A. Browne ---------------------------- Kathleen A. Browne Vice President and Controller Dated: November 8, 1996 - 3 - W. R. GRACE & CO. Current Report on Form 8-K Exhibit Index -------------- Exhibit No. Description - ----------- ------------ 99.1 Press Release dated October 29, 1996 and accompanying financial and statistical data EX-99.1 2 PRESS RELEASE GRACE NEWS CONTACT: Chuck Suits or Mary Lou Kromer 561/362-2600 or 800/GRACE99 GRACE REPORTS THIRD QUARTER RESULTS QUARTER INCLUDES $2.5 BILLION ESTIMATED GAIN FROM HEALTH CARE COMBINATION WITH FRESENIUS PRETAX OPERATING EARNINGS UP 12 PERCENT FOR NEW GRACE BOCA RATON, Fla., Oct. 29, 1996 --W.R. Grace & Co. (NYSE: GRA) today reported third quarter operating earnings, before interest and taxes, of $108 million, an increase of 12 percent over the year-ago quarter (excluding special items in 1995). The increase was a result of the improved cost structure and strong performance from Grace's catalysts, silicas and construction products businesses. The packaging and specialty chemicals company reported net earnings from continuing operations of $.61 per share, compared to $.20 (after $.34 of special charges) in the prior year's third quarter. Revenues increased to $821 million, a 1.4 percent increase (excluding 1995 revenues of $136 million, primarily related to the divested Dearborn water treatment business). Including special and one-time items in both periods, net earnings were $2.52 billion, or $27.66 per share, compared to $21.7 million, or $.22 per share in the year-ago quarter. (more) -2- Results for the 1996 quarter included approximately $2.5 billion of income from discontinued operations, which includes an estimated gain resulting from the September spin-off of the packaging and specialty chemicals businesses and the combination of Grace's National Medical Care subsidiary with the worldwide dialysis business of Fresenius AG to form a new company called Fresenius Medical Care AG. Grace chairman, president and chief executive officer Albert J. Costello said, "We continue to be optimistic about the future of the new Grace and the progress we are making toward our goal of becoming a top quartile performer among packaging and specialty chemicals companies. We are encouraged by our margin improvement of three percentage points compared to the year-ago quarter, as well as our continuing sales levels --especially in the face of adverse market conditions and in comparison to the exceptionally strong growth we experienced in 1995." As a result of the company's share repurchase program, average common shares outstanding in the third quarter declined six percent versus the year-ago quarter. The favorable impact on per share results from repurchasing shares was largely offset by a higher effective tax rate in the current quarter. The company has bought more than 6 million shares since October 1 under a second program to repurchase up to 20 percent of the 89 million shares outstanding following the spin-off. (more) -3- Packaging earnings declined two percent on essentially flat revenues, compared to exceptionally strong results in the year-ago quarter. Sales and earnings continued to be impacted by lower pork production in North America and by lower volumes of fresh red meat in Europe and Japan, as well as by competitive pressures in North America and Asia Pacific for display films used to package consumer goods. During the quarter, Grace completed the acquisition of Cypress Packaging, Inc., which positioned Grace Packaging as the leading supplier of pre-cut produce packaging in North America --one of several key growth drivers for the future. Earnings from the catalysts and silicas business rose 12 percent on strong performance from silicas and polyolefin and hydroprocessing catalysts worldwide. Earnings from fluid cracking catalysts were depressed due to continuing weakness in the North American market and competitive pricing pressures. Results for construction products were up sharply, resulting from revenue gains in all regions, as well as lower operating and overhead costs. Grace is a leading global supplier of packaging and specialty chemicals, with annual sales of approximately $3.3 billion. The company operates in more than 100 countries. W.R. GRACE & CO. CONSOLIDATED STATEMENT OF OPERATIONS (a) FOR QUARTER ENDED SEPTEMBER 30, 1996 ------------------------------------ ($ MILLIONS EXCEPT PER SHARE)
THIRD QUARTER YEAR-TO-DATE 1996 1995 1996 1995 Sales $ 821.3 $946.4 $2,656.2 $2,732.1 Other income 8.2 4.5 26.1 13.3 Total $ 829.5 $950.9 $2,682.3 $2,745.4 Cost of goods sold and operating expenses $ 503.9 $565.4 $1,607.7 $1,617.6 Selling, general and administrative expenses 150.5 225.3 (d) 556.2 693.5 (d) Depreciation and amortization 43.4 45.8 135.3 124.2 Interest expense and related financing costs 18.2 17.8 54.9 52.3 Research and development expenses 22.5 27.2 80.3 92.2 (Gain) on sale of businesses (b) -- -- (326.4) -- Provision for restructuring -- 44.3 53.7 44.3 Total $ 738.5 $925.8 $2,161.7 $2,624.1 Income before income taxes $ 91.0 $ 25.1 $ 520.6 $ 121.3 Prov. for income taxes 35.5 5.3 190.4 33.6 Income from continuing operations $ 55.5 $ 19.8 $ 330.2 $ 87.7 Income from discontinued operations (c) 2,464.4 1.9 2,587.2 60.2 Net income $2,519.9 $ 21.7 $2,917.4 $ 147.9 Earnings per share - ------------------ Continuing operations $ .61 $ .20 $ 3.46 $ .92 Discontinued operations (c) 27.05 .02 27.18 .63 Net income $ 27.66 $ .22 $ 30.64 $ 1.55 Average number of shares (millions) 91.1 96.7 95.2 95.3
(a) 1995 results have been restated to reflect the classification of the health care segment as a discontinued operation in the second quarter of 1995. (b) Includes divestment of Grace Dearborn and Biopesticides. (c) 1996 includes estimated gain on spin of National Medical Care. (d) Includes a pretax charge of $10.0 million ($6.1 after-tax) in the third quarter and $30.0 million ($18.6 after-tax) year-to-date for matters relating to corporate governance. - 1 - W. R. GRACE & CO. OPERATING RESULTS QUARTER ENDED SEPTEMBER 30 -------------------------- ($ MILLIONS EXCEPT PER SHARE)
PERCENT 1996 1995 CHANGE Sales - Specialty Chemicals $ 821.3 $946.4 (13.2)% Operating Income - Specialty Chemicals $ 108.2 $ 96.7 11.9 Other Expenses/(Income): Interest/Financing (a) $ 18.2 $ 17.8 2.2 Other (1.0) (0.5) (100.0) Total Other Expenses $ 17.2 $ 17.3 (0.6) Pretax Operating Earnings before Special Items $ 91.0 $ 79.4 14.6 Provision for Income Taxes 35.5 26.4 34.5 Operating Income before Special Items $ 55.5 $ 53.0 4.7 Special Items - after-tax - Chemicals/Corporate: - ----------------------------------------------- Provision for Restructuring - (27.1) 100.0 Provision for Corporate Governance - (6.1) 100.0 Income from Continuing Operations $ 55.5 $ 19.8 180.3 Income from Discontinued Operations 2,464.4 (b) 1.9 ND Net Income $2,519.9 $ 21.7 ND Earnings Per Share - ------------------ From Continuing Operations $ .61 $ .20 205.0 % From Discontinued Operations 27.05 (b) .02 ND Net Income $ 27.66 $ .22 ND Earnings Per Share - Operating Earnings (before special items) - -------------------------------------------------------------- From Operations - Specialty Chemicals $ .61 $ .54 13.0% Average Number of Shares (Millions) 91.1 96.7
(a) After an allocation of interest/financing expenses to discontinued operations. (b) Includes estimated gain on NMC spin. - 2 - W. R. GRACE & CO. OPERATING RESULTS NINE MONTHS ENDED SEPTEMBER 30 ------------------------------ ($ MILLIONS EXCEPT PER SHARE)
PERCENT 1996 1995 CHANGE Sales - Specialty Chemicals $2,656.2 $2,732.1 (2.8)% Operating Income - Specialty Chemicals $ 294.2 $ 250.4 17.5 Other Expenses/(Income): Interest/Financing (a) $ 54.9 $ 52.3 5.0 Other (8.5) 2.5 ND Total Other Expenses $ 46.4 $ 54.8 (15.3) Pretax Operating Earnings before Special Items $ 247.8 $ 195.6 26.7 Provision for Income Taxes 95.3 62.2 53.2 Operating Income before Special Items $ 152.5 $ 133.4 14.3 Special Items - after-tax - Chemicals/Corporate: - ------------------------------------------------- Provision for Corporate Governance - (18.6) 100.0 Gain on Sale of Dearborn/Biopesticides 210.1 - ND Provision for Restructuring (32.4) (27.1) (19.2) Income from Continuing Operations $ 330.2 $ 87.7 ND Income from Discontinued Operations 2,507.8 (b) 60.2 ND Gain on Sale of Agracetus (after-tax) 79.4 - ND Net Income $2,917.4 $ 147.9 ND Earnings Per Share - ------------------ From Continuing Operations $ 3.46 $ .92 ND From Discontinued Operations 27.18 (b) .63 ND Net Income $ 30.64 $ 1.55 ND Earnings Per Share - Operating Earnings (before special items) - ------------------------------------------------------------- From Operations - Specialty Chemicals $ 1.60 $ 1.40 14.3 % Average Number of Shares (Millions) 95.2 95.3
(a) After an allocation of interest/financing expenses to discontinued operations. (b) Includes estimated gain on NMC spin. - 3 - W. R. GRACE & CO. SPECIALTY CHEMICALS SUPPLEMENTAL DATA 1996 SALES AND PERCENT CHANGE VERSUS PRIOR PERIOD ------------------------------------------------- (DOLLARS IN MILLIONS) QUARTER ENDED SEPTEMBER 30 - --------------------------
AMOUNT OF INC/(DEC) DUE TO: SALES PRICE/ 1996 1995 VOL. MIX TOTAL Packaging $ 435.6 $ 437.2 2.4% (2.8)% (0.4)% Container 70.6 72.5 3.1 (5.7) (2.6) Total Packaging $ 506.2 $ 509.7 2.5 (3.2) (0.7) Catalysts/Silicas 177.6 176.7 5.4 (4.9) 0.5 Construction/Other 137.5 123.6 10.7 0.5 11.2 $ 821.3 $ 810.0 4.4% (3.0)% 1.4 % NINE MONTHS ENDED SEPTEMBER 30 - ------------------------------ AMOUNT OF INC/(DEC) DUE TO: SALES PRICE/ 1996 1995 VOL. MIX TOTAL Packaging $1,267.0 $1,251.5 3.1% (1.9)% 1.2 % Container 207.5 215.4 (0.5) (3.2) (3.7) Total Packaging $1,474.5 $1,466.9 2.6 (2.1) 0.5 Catalysts/Silicas 553.6 519.6 6.7 (0.2) 6.5 Construction/Other 373.2 357.9 3.9 0.4 4.3 $2,401.3 $2,344.4 3.7% (1.3)% 2.4 %
- 4 - W. R. GRACE & CO. SPECIALTY CHEMICALS GEOGRAPHIC DATA ----------------- (DOLLARS IN MILLIONS)
PRETAX EARNINGS BEFORE INTEREST, TAX, AND SPECIAL QUARTER ENDED SEPTEMBER 30 SALES CHARGES - ---------------------------- -------------- -------------- 1996 1995 1996 1995 ------ ------ ------ ------ Specialty Chemicals - ------------------- North America .............. $414 $473 $ 56 $54 Europe ..................... 246 296 30 27 Latin America .............. 48 65 7 2 Asia Pacific ............... 113 112 15 14 ------ ------ ------ ------ Total Specialty Chemicals $821 $946 $108 $97 ====== ====== ====== ======
PRETAX EARNINGS BEFORE INTEREST, TAX, AND SPECIAL NINE MONTHS ENDED SALES CHARGES - --------------------- ------------------ -------------- SEPTEMBER 30 1996 1995 1996 1995 --------------- -------- -------- ------ ------ Specialty Chemicals - ------------------- North America .............. $1,300 $1,362 $148 $123 Europe ..................... 830 856 78 70 Latin America .............. 180 187 22 10 Asia Pacific ............... 346 327 46 47 -------- -------- ------ ------ Total Specialty Chemicals $2,656 $2,732 $294 $250 ======== ======== ====== ======
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