-----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, HmLKJylH0Lh32TGqvvzaYqKRGRtgQ09T7XTICO7PyTFL1vKLiPBnxsF2JndcsKCT 4ChzlHDERLUB+Efc1UPb6Q== 0000950136-04-004102.txt : 20041122 0000950136-04-004102.hdr.sgml : 20041122 20041122162529 ACCESSION NUMBER: 0000950136-04-004102 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041119 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers FILED AS OF DATE: 20041122 DATE AS OF CHANGE: 20041122 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13953 FILM NUMBER: 041161043 BUSINESS ADDRESS: STREET 1: 7500 GRACE DRIVE CITY: COLUMBIA STATE: MD ZIP: 21044 BUSINESS PHONE: 410 531 4000 MAIL ADDRESS: STREET 1: 7500 GRACE DRIVE CITY: COLUMBIA STATE: MD ZIP: 21044 FORMER COMPANY: FORMER CONFORMED NAME: GRACE SPECIALTY CHEMICALS INC DATE OF NAME CHANGE: 19970902 8-K 1 file001.htm FORM 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) NOVEMBER 19, 2004
----------------------------------------------------------------------------

W. R. GRACE & CO.
- ---------------------------------------------------------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)

DELAWARE
- ---------------------------------------------------------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation)

1-13953 65-0773649
- ---------------------------------------------------------------------------------------------------------------------------------
(Commission File Number) (IRS Employer Identification No.)

7500 GRACE DRIVE
COLUMBIA, MARYLAND 21044
- ---------------------------------------------------------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

(410) 531-4000
- ---------------------------------------------------------------------------------------------------------------------------------
(Registrant's Telephone Number, Including Area Code)

- ---------------------------------------------------------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))

W. R. GRACE & CO.

FORM 8-K
CURRENT REPORT

Item 5.02. Departure of Principal Officer; Appointment of Principal Officer.
----------------------------------------------------------------

On November 19, 2004, Paul J. Norris, Chairman and Chief
Executive Officer of W. R. Grace & Co., advised the Grace Board of Directors that
he will retire as Chief Executive Officer effective May 31, 2005. Mr. Norris
will remain on the Board as non-executive Chairman, focusing on Grace's Chapter
11 reorganization.

Alfred E. Festa, 45, currently President and Chief Operating
Officer, will succeed Mr. Norris as Chief Executive Officer on June 1, 2005. Mr.
Festa joined Grace in November 2003. Previously, he was a partner with
Morgenthaler Private Equity Partners, a venture capital and buyout firm. Prior
to joining Morgenthaler, he served as president and chief executive officer of
ICG Commerce, a provider of on-line procurement services, and as vice president
and general manager of the performance fibers business of AlliedSignal
Incorporated.

A copy of the press release announcing these events is
attached hereto as Exhibit 99.

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/ Mark A. Shelnitz
-------------------------------
Mark A. Shelnitz
Secretary

Dated: November 22, 2004

W. R. GRACE & CO.

FORM 8-K
CURRENT REPORT

Exhibit Index

Exhibit No. Description

99.1 Press release issued by W. R. Grace & Co. announcing
retirement of Paul J. Norris as Chief Executive
Officer

EX-99.1 2 file002.htm PRESS RELEASE




                                                             W. R. Grace & Co.
 GRACE NEWS                                                  7500 Grace Drive
                                                             Columbia, MD 21044

CONTACT:   Media Relations:                           Investor Relations:
           Greg Euston                                Bridget Sarikas
           212-468-3734                               410-531-4194
           Greg.Euston@mslpr.com                      Bridget.Sarikas@grace.com
           ---------------------                      -------------------------



                        NORRIS TO STEP DOWN AS GRACE CEO,
                        REMAIN AS NON-EXECUTIVE CHAIRMAN
                           FESTA TO SUCCEED HIM AS CEO


         COLUMBIA, MARYLAND, NOVEMBER 19, 2004 - W. R. Grace & Co. (NYSE: GRA)
announced today that Paul Norris will step down as Chief Executive Officer
effective May 31, 2005, but will remain on the Board of Directors as
non-executive Chairman focusing on Grace's reorganization. Fred Festa, currently
President and Chief Operating Officer, will succeed Norris as Chief Executive
Officer.

         "I believe that this is the appropriate time to complete the transition
of responsibilities from me to Fred that we started a year ago," Norris said.
"The businesses are in very good shape, our Plan of Reorganization is before the
Bankruptcy Court, and Fred has done a great job as Chief Operating Officer
building credibility with all of our stakeholders."

         Mr. Norris, 57 years old, joined Grace as President and CEO in November
1998 and was appointed Chairman in January 1999. Prior to joining Grace, he
served as Senior Vice President of AlliedSignal Incorporated. Mr. Norris started
his career with Grace as a lab technician while still in school, leaving in 1981
and rejoining 17 years later as CEO.

         "I am looking forward to building on Paul's record of success with
continued revenue growth, accelerated productivity improvements and a focus on
delivering a wider assortment of high quality products and services to our
customers," Festa said. "For the past year I have focused my energy on turning
Grace into an integrated operating company that relies on consolidated business
functions and common





practices to make ourselves more efficient. Removing complexity from all of our
processes, whether manufacturing or administrative, will better position us to
deliver superior products and services to our customers around the world."

         Mr. Festa joined Grace as President and COO in November 2003.
Previously, he was a partner with Morgenthaler Private Equity. He remains an
outside director of Formed Fiber Technologies, in which Morgenthaler is the
principal shareholder. Prior to joining Morgenthaler, he served as President and
CEO of ICG Commerce and held positions in finance and general management with
AlliedSignal.

                                 * * * * *

         Grace is a leading global supplier of catalysts and other products and
services to petroleum refiners; catalysts for the manufacture of plastics;
silica-based engineered and specialty materials for a wide-range of industrial
applications; specialty chemicals, additives and materials for commercial and
residential construction; and, sealants and coatings for food packaging. With
annual sales of approximately $2 billion, Grace has over 6,000 employees and
operations in nearly 40 countries. For more information, visit Grace's web site
at www.grace.com.
   -------------

                                     * * *

         This announcement contains forward-looking statements that involve
risks and uncertainties, as well as statements that are preceded by, followed by
or include the words "believes," "plans," "intends," "targets," "will,"
"expects," "anticipates," or similar expressions. For such statements, Grace
claims the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. Actual
results may differ materially from the results predicted, and reported results
should not be considered as an indication of future performance. Factors that
could cause actual results to differ from those contained in the forward-looking
statements include those factors set forth in Grace's most recent Annual Report
on Form 10-K and quarterly reports on Form 10-Q, which have been filed with the
SEC.

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