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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12 (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
Grace Holding, Inc. (To Be Renamed W. R. Grace & Co.)
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 65-0654331
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
One Town Center Road, Boca Raton, FL 33486-1010
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon filing securities and is to become effective
pursuant to General simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. / / registration statement under the
Securities Act of 1933 pursuant to
General instruction A(c)(2) please
check the following box. / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
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Common Stock, par value $0.01 per share }
} New York Stock Exchange, Inc.
Preferred Stock Purchase Rights }
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
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(TITLE OF CLASS)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Common Stock, par value $0.01 per share,
included under the caption "Description of New Grace Capital Stock" in the
Registration Statement on Form S-1 (File No. 333-9495) filed with the
Securities and Exchange Commission ("Commission") on August 2, 1996
("Registration Statement") is incorporated herein by reference.
The description of the Preferred Stock Purchase Rights included
under the caption "Certain Anti-takeover Effects -- Preferred Stock Purchase
Rights" in the Registration Statement is incorporated herein by reference.
ITEM 2. EXHIBITS
In accordance with Instruction II to Form 8-A under the Securities
Exchange Act of 1934, the following exhibits are being filed solely with the New
York Stock Exchange:
-- Registration Statement on Form S-1 (File No. 333-9495) filed with
the Commission on August 2, 1996 ("Registration Statement")
-- Quarterly Report on Form 10-Q of W. R. Grace & Co. for the quarterly
period ended June 30, 1996 (filed with the Commission on August
14, 1996)
-- Form of Amended and Restated Certificate of Incorporation of W. R.
Grace & Co. (attached as Annex A to the Prospectus dated August 2,
1996 included in the Registration Statement)
-- Form of Amended and Restated By-laws of W. R. Grace & Co. (attached
as Annex B to the Prospectus dated August 2, 1996 included in the
Registration Statement)
-- Form of Rights Agreement by and between W. R. Grace & Co. and The
Chase Manhattan Bank, as Rights Agent (filed as Exhibit 4.1 to the
Registration Statement)
-- Form of W. R. Grace & Co. Common Stock Certificate (filed as Exhibit
4.6 to the Registration Statement)
-- Annual Report of W. R. Grace & Co., a New York corporation, for the
year ended December 31, 1995
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Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
W. R. GRACE & CO.
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(Registrant)
Date: September 9, 1996 By /s/ Robert B. Lamm
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Robert B. Lamm
Vice President and Secretary
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