UNITED STATES 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): August 13, 2002 ------------------------------------------------- W. R. GRACE & CO. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 1-13953 65-0773649 ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 7500 Grace Drive, Columbia, Maryland 21044 ------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 410/531-4000 ------------ ------------------------------------------------------------- (Former name or former address, if changed since last report) W. R. GRACE & CO. FORM 8-K CURRENT REPORT Item 9. Regulation FD Disclosure. On August 13, 2002, the principal executive officer and the principal financial officer of W. R. Grace & Co. each submitted to the Securities and Exchange Commission a statement under oath relating to Grace's 2001 Annual Report on Form 10-K, Quarterly Report on Form 10-Q for the three months ended March 31, 2002, and Quarterly Report on Form 10-Q for the three months ended June 30, 2002. The statements are filed as exhibits hereto and are incorporated by reference herein. 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: August 14, 2002 W. R. GRACE & CO. Current Report on Form 8-K Exhibit Index ------------- Exhibit No. Description ----------- ----------- 99.1 Statement Under Oath of Paul J. Norris, Principal Executive Officer, Regarding Facts and Circumstances Relating to Exchange Act Filings 99.2 Statement Under Oath of Robert M. Tarola, Principal Financial Officer, Regarding Facts and Circumstances Relating to Exchange Act Filings