-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, YbINkNp22nrTz1ZlF4Wph4/jSc+13XQVv8XkOMjQgt03M1EkmvyyXksGGcn1kAuF oYjMdf1aKyIZuQnMgZR06w== 0000912057-95-002999.txt : 19950502 0000912057-95-002999.hdr.sgml : 19950502 ACCESSION NUMBER: 0000912057-95-002999 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950412 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950501 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRACE W R & CO /NY/ CENTRAL INDEX KEY: 0000042872 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 133461988 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03720 FILM NUMBER: 95533416 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 W R & CO /CT/ DATE OF NAME CHANGE: 19900423 8-K 1 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): April 12, 1995 -------------- W. R. GRACE & CO. ------------------------------------------------------ (Exact name of registrant as specified in its charter) New York 1-3720 13-3461988 --------------- ---------------- ------------------- (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: 407/362-2000 ------------ Item 5. OTHER EVENTS. (a) Reference is made to Item 3 of the Annual Report on Form 10-K of W. R. Grace & Co. ("Company") for the year ended December 31, 1994 ("1994 10- K"), and to Note 2 to the Consolidated Financial Statements included in the 1994 10-K, for information concerning litigation with an affiliated group of insurance carriers that had agreed to a settlement with a subsidiary of the Company, made a series of payments thereunder during 1993, and subsequently notified the subsidiary that it would not honor the agreement (which had not been executed) due to a September 1993 decision of the United States Court of Appeals for the Second Circuit. As reported in the 1994 10-K, the agreement involved approximately $240.0 million of the asbestos-related receivable of $512.6 million recorded in the Consolidated Financial Statements at year-end 1994. On April 12, 1995, a three-judge panel of the United States Court of Appeals for the Fifth Circuit unanimously affirmed a January 1994 decision of the United States District Court for the Eastern District of Texas that the settlement agreement referred to above is binding and enforceable (W. R. GRACE AND COMPANY-CONN. V. DAYTON INDEPENDENT SCHOOL DISTRICT, ET AL., File No. 1:87- CV-00507-B). The Company anticipates that the affiliated group of insurance carriers will seek a rehearing of the Fifth Circuit decision and, if a rehearing is not granted, will seek to appeal the decision to the United States Supreme Court. (b) On April 27, 1995, the Company announced its consolidated results of operations for the quarter ended March 31, 1995. The Company's April 27, 1995 press -2- release and accompanying financial and statistical data are filed as an exhibit hereto and are incorporated by reference herein. (c) National Medical Care, Inc. ("NMC"), the Company's principal health care subsidiary, has received subpoenas from a federal grand jury in the District of New Jersey investigating whether NMC sold defective products and the manner in which NMC handled customer complaints. In addition, a subsidiary of NMC has received a subpoena from a federal grand jury in the Eastern District of Virginia investigating the contractual relationships between subsidiaries of NMC that provide dialysis services and third parties that provide medical directorship and related services to those subsidiaries. NMC has produced documents to and is cooperating with both investigating authorities. While the outcome of the investigations cannot be predicted at this time, NMC believes that neither NMC nor any of its employees committed any violations of law. Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. The Company's April 27, 1995 press release and accompanying financial and statistical data are filed as an exhibit hereto. -3- 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 H. Beber ------------------------------------ Robert H. Beber Executive Vice President and General Counsel Dated: May 1, 1995 W. R. GRACE & CO. Current Report on Form 8-K EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated April 27, 1995 and accompanying financial and statistical data EX-99.1 2 EXHIBIT 99.1 -1- #2595 GRACE FIRST QUARTER OPERATING EARNINGS PER SHARE RISE 56 PERCENT; NET RISES 22 PERCENT AFTER SPECIAL CHARGE BOCA RATON, FLA., April 27, 1995 -- W. R. Grace & Co. (NYSE:GRA) reported net operating earnings of 64 cents per share in the first quarter of 1995, an increase of 56 percent over the 41 cents per share earned in the first quarter of 1994. Net income in the 1995 quarter was $47.5 million or 50 cents per share, compared to $38.2 million or 41 cents per share in the 1994 quarter, a per-share increase of 22 percent. The current quarter includes a $20 million pre-tax charge for contract termination costs, as well as pension, legal and other expenses related to corporate governance activities. Sales for the quarter rose 25 percent to $1.35 billion, compared to $1.08 billion in the year earlier period. "All of the company's six core businesses and every geographic region contributed to the excellent results in the quarter," said Thomas A. Holmes, acting chief executive officer. "The strong earnings momentum that developed in 1994 is clearly continuing in 1995," he said. Pretax earnings from specialty chemicals rose 97 percent to $79 million in the first quarter. All core product lines again contributed solidly to the increase. Packaging earnings rose sharply, reflecting significantly higher volumes in all regions and resulting in market-share improvements, while selective price increases compensated for rising raw material costs. Catalysts and silica products enjoyed an outstanding quarter, with benefits from new fluid cracking catalyst offerings, robust plastics market demand for (more) -2- polyolefin catalysts, overall strength in Europe and increased market penetration for FCCs and silicas in the Asia Pacific region. Container, construction and water treatment all registered positive comparisons with the year ago quarter on the strength of volume increases in all regions. Pretax earnings from health care rose 23 percent to $54 million. Dialysis services benefited from continued strong performance in the United States and from expansion programs in international markets. The homecare division showed improved results, and the medical products group improved sharply from year ago levels, which were impacted by higher operating costs incurred to improve manufacturing processes. Partly offsetting the increases in operating results were higher interest and financing costs caused by higher interest rates in the 1995 quarter. Grace is the world's largest specialty chemicals company and holds a leadership position in specialized health care. -0- (more) W. R. Grace & Co. Consolidated Statement of Income QUARTER ENDED MARCH 31 ($ Millions Except Per Share)
1995 1994 -------- -------- Sales $1,345.2 $1,076.8 Other income 5.5 32.5 -------- -------- Total $1,350.7 $1,109.3 -------- -------- Cost of goods sold and operating expenses $797.1 $680.6 Selling, general and administrative expenses 340.4 265.4 Depreciation and amortization 65.0 59.3 Interest expense and related financing costs 35.9 21.1 Research and development expenses 36.9 34.0 -------- -------- Total $1,275.3 $1,060.4 -------- -------- Income before income taxes $ 75.4 $ 48.9 Provision for income taxes 27.9 10.7 -------- -------- Net Income $ 47.5 $ 38.2 -------- -------- -------- -------- Earnings Per Share $ .50 $ .41 Average Number of Shares (Millions) 94.1 93.8
-1- W. R. Grace & Co. Operating Results QUARTER ENDED MARCH 31 ($ Millions Except Per Share)
Percent 1995 1994 Change --------- --------- ------- SALES Specialty Chemicals $ 853.4 $ 675.4 26.4 % Health Care 491.8 401.4 22.5 --------- --------- Total Sales $ 1,345.2 $ 1,076.8 24.9 --------- --------- --------- --------- OPERATING INCOME Specialty Chemicals $ 78.9 $ 40.1 96.8 Health Care 53.6 43.7 22.7 --------- --------- Total Operating Income $ 132.5 $ 83.8 58.1 --------- --------- OTHER EXPENSES Interest/Financing $ (35.9) $ (21.1) (70.1) Other (1.2) (0.8) (50.0) --------- --------- Total Other Expenses $ (37.1) $ (21.9) (69.4) --------- --------- Pretax Operating Earnings $ 95.4 $ 61.9 54.1 Gain on Sale of Interest in REG -- 27.0 (100.0) Provision for Environmental/Restructuring -- (40.0) 100.0 Provision for Corporate Governance Expenses (20.0) -- ND --------- --------- Pretax Income $ 75.4 $ 48.9 54.2 Provision for Income Taxes 27.9 10.7 (160.7) --------- --------- Net Income $ 47.5 $ 38.2 24.3 % --------- --------- --------- --------- EARNINGS PER SHARE: Before Provision for Corporate Governance Expenses $ .64 $ .41 56.1 % Net Income $ .50 $ .41 22.0 % Average Number of Shares (Millions) 94.1 93.8
-2- W. R. Grace & Co. Specialty Chemicals Supplemental Data 1995 SALES AND PERCENT CHANGE VERSUS PRIOR PERIOD (Dollars In Millions)
QUARTER ENDED MARCH 31 Amount of Inc/(Dec) Due to: Sales ---------------------------------------------------- ----------------------- Price/ 1995 (a) 1994 Vol. Mix Exch. Total -------- ------ ----- ------- ----- ----- Packaging $390.8 $299.0 24 % 3 % 4 % 31 % Catalysts/Silicas 164.9 132.0 15 5 5 25 Construction 87.2 70.5 22 - 2 24 Container 87.5 69.8 21 (2) 6 25 Water Treatment 93.1 77.4 17 (1) 4 20 Other 29.9 26.7 3 7 2 12 ------ ------ Total $853.4 $675.4 20 % 2 % 4 % 26 % ------ ------ ------ ------ (a) Specialty Chemicals reporting calendar was adjusted to a month-end reporting basis in 1995. This resulted in approximately four more selling days in the first quarter of 1995 as compared to the year ago quarter.
W. R. Grace & Co. GEOGRAPHIC DATA (Dollars In Millions)
QUARTER ENDED MARCH 31 Pretax Sales Operating Income ----------------- ------------------ 1995 1994 1995 1994 ------- ------- ------- ------- North America $ 877 $ 734 $ 86 $ 66 Europe 299 225 25 9 Latin America 63 46 4 -- Asia Pacific 106 72 17 9 ------- ------- ------- ------ Total $ 1,345 $ 1,077 $ 132 $ 84 ------- ------- ------- ------ ------- ------- ------- ------
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