Document DvqQBBmb9paRX15O4moYQ3re5

Dewey a>d Almy Chemical Company Ml ( 9* M .9Cia* %* a<e Cam' urt t ii 40C A.NI B H: D 01 >U3SACHl*SfTT5 : *.: ::cn =** ICi-5- TO THZ STOCWfOLOEKS: Th solicitation of the enclosed proxy s made by and on behalf of the management of Dewey and Almy Chemical Company to be used at the Special Meeting of the Stockholders of Dewey and Aimy Chemical Comsany called by the enclosed notice, to oe heid at 10 o'ciocx m the forenoon on Monday, the 25 th day of October. 195a. at the office of the Corporation. 62 Whittemore Avenue. Cambndfe. Massachusetts, and at any and all adjournments thereof. A stockholder execueng and delivenni the enclosed proxy has the power to revoke the proxy at any time before it is voted. Only stockholders of record at the close of busmeu on September 25. 1954 are entitled to notice of and to vote at said meeting or any adjournments of it. PURPOSE or SPECIAL MEETING The purpose of the Special Meeting s to consider and act upon a proposal to approve an agreement of merger and articles of consolidation which provide for the merger and consolidation of Dewey and Alay Chemical Company, a Massachusetts corporation, into W. R. Grace b Co., a Connecticut corporation, and a proposal to authensre the proper officers and directors of Dewey and Almy Chemical Company to sign and make oath to the agreement of merger and articles of consolidation and take such further action as may be necessary to make effective the merger and consolidation provided for m said agreement and articles. The agreement of merger and arr.eles of consolidation at agreed upon by the directors of both companies are attached to the proxy statement of W. R. Grace b Co. which is being mailed to you as soon as possible under separate cover. The .proxy statement contains, m addition, financial statements of both companies and much othtr information of interest to shareholders. Also being mailed under separate cover for your information is a copy of the Annual Report of W. R. Grace b Co. for 1953. Your attention is called to the fact that the Annual Report of W. R. Grace b Co. for 1955 does not reject the issuance m 1954 of approximately 458.240 shares of W. R. Grace b Co.'s Common Stock as a result of the merger of W. R. Grace b Co. and The Davison Chemical Corporation which was consummated in May 1954. If the orger and consolidation are approved by the requisite number of the shares of each of the Coasscumt Corporations i.e.. W R. Grace b Co. and Dewey and Almy Chemical Company, then whan the merger and consolidation become effective, stockholders of Dewey and Almy Chennai Company will receive one share of W. R. Grace b Co. Common Stock for each share of Dewey and Almy Chemical Company Common Stock they own. W. R. Graee b Co. will become the Resulting Corporation. Dewey and Almy Chemical Company will etaac to have any separate existence and the Resulting Corporation will succeed to all the rights, privileges and property belonging to Dewey and Almy Chemical Company and be subject to all the debts, liabilities sad duets of Dewey and Almy Chemical Chetpany. range or security prick The high *nc! low tales once* of Once Common Stock on :ne New York Scocx Ie. for etch of the eight consecutive autr.eriy penocs. the last of whicn eneed June JO. 19j4**2nd the rar.e* of prices from Juiy 1. 19S-*. to August Jl. 19$J. and the range of bid and aes overthe-counter prtees furmahed by the National Quotation Bureau for Dewey and Aimy Common Stoea for etch of the tame penodi. were at follows: *ce *o(D SUQ 14B C3mOm ani orwrr 4*0 4U>r uai mcc CCmjbON w Urn. SO. ttSJ 0m.ji.ips2. we 11. ifS3.................. Jmm JO. 1**3 . .. taM. JO. IfSS Dm. Jl. IfSS ........ un Jl. i*S4 ............. IM JO. 1*S4 . iw* 1 *** It. I*S4 Jl*-j* jj>y jjS" jj,-- joh IP'S UK joW :r i* 2*" J0K"* 2H UK 2JH TTK 2*H 20 'OH iS is IS toK 22* rr\i 41 !*-i l4"i 14 i*H 2*K m M. r. iM 1*1 iT. nti. W. R. Grace k Co.'t Common Stock it luted on the New York Stoek Exchange. For further information in retard to W. R. Grace k Co., it u autfcated you read tea proxy ttatement and ita annual report, both of which are beint mailed to you under separate cover. DECEMBER DIVIDEND W. R. Grace k Co. normally deelarea a quarterly dividend payable December IS. therefore. Dewey and Aimy ahareholdert who become tnareholdera of W. R. Grace k Co. will receive their December dividend from Grace. VOTE REQUIRED POR MERCER If the merfer u authonxcd ia> at the meeting of the ttockholdera of Dewey and Aimy Chemical Company by the votae of the holder* of at laaat two-thirds of the outstanding aharea of Common Stock, and ib' at the meeting of the stockholders of W R. Grace k Co. by the votee of the holden of at leoat rwo-third! of the outatanding aharea of each elaaa of W. R. Grace k Co. (toot. l.e.. Preferred. Clan A Preferred. Can B Preferred and Common, then, lubjeet to the powen of the Board! of Directors of the Constirumt Corporations to abandon the agreement of merger and trade* of consolidation, at set forth therein, the merger will become effective upon the ftling of the agreement of merger and aradcs of consolidation with the Secretary of State of Connecticut and with the Secretary of the Commonwealth of Massachusetts. ABANDONMENT OP AGREEMENT OP MERCER The agreement of merger and trades of consolidation provide that they may be terminated and abandonad at any nme before the effective date of the merger: <> by tenon of a masonry of the Boards of Directors of both W. R. Grace k Co. and Dewey and Aimy Chemical Company, or fb> by tha Board of Directors of W. R. Grace k Co. ii> if the stockholders of W. R. Grace k Co. do not vote the increase m Grace Common Stock necessary to provide Grace Common Stock for exchange for Dewey and Aimy Common Stock. <iii if the stockholders of W. R. Grace fr Co. do not vote to change the no par Common Stock of Once into a SI 00 par v*iue Common Stock of Grace, or nn if the merger u deemed impracticable by Grace's Boars of Directors sy reaaon of the eiaims which may be made by stockholders of Grace or by ttocxhoisen of Dewey and AJmy or by stockholders of both of such corporations for payment to them m easft of t.ne vaiue of their stock.' It i* further provided that the merger shall not be deemed impraetieaoie .ui.esj the amount as estimated by the Board of Directors of W R. Grace h Co. whie.n mignt be payaoie to all such stockholders would exceed four million dollars. federal tax status or the merger It u the opinion of counsel for Dewey and Almy Chemical Company that under the Internal Revenue Code now m effect neither gain nor loti for Federal Income Tax purposes wou.S be recognized by reaaon of the merger with respect to Dewey and Aimy Chemical Company or with respect to the holders of Common Stock of Dewey and Almy Chemical Company except m the caac of'stockholders who may vote against the merger and be paid in cash the value of their itock in appropriate appraiaal proceedings. RIGHTS Or DISSATISFIES STOCKHOLDERS OF DEWXY AND ALMY CHEMICAL COMPANY Section *6 of Chapter 136 of the General Laws of Maaaaehuaetti reads: "*E Fayminr for Stock of Dnaantirtg Stockholder -- A stockholder in any corporation which shall have duly voted to consolidate with another corporation in accordance with aeeaon forty-fix B or forry-six D. who. at the meeting of-stockholders, has voted against such consoli dation. if entitled to vote. or. if not entitled to vote, has registered hit disapproval m writing with the corporation at or before said meeting, may. within thirty days after the date on which the article* of eenaolidanon were hied, make a written demand upon the consolidated corporation for payment for hit nock. If such corporation and the stockholder cannot agree upon the value of the stock at the date of the consolidation, such value shall be ascertained and the stout pard for by and transferred to the consolidated corporation m the manner provided in section forty-six." OPERATION OF DEWXY AND ALMY CHEMICAL COMPANY W. R. Grace te Co. has agreed that Dewey and Almy Chemical Company will continue to operate as an autonomous unit with its headquarters at Cambridge. Massachusetts, and with no change expected in the personnel or m the polices under which they work. OTHER MATTERS AND DISCRETION OP ATTORNEYS NAMED IN THE PROXY The management of Dewey and Almy Chemical Company is not aware of any matters which may coma before the meeting other than those hereinbefore referred to. If any other matters properly come before the meeting, and on all procedural matters at said meeting, it is the intention that the endoaad proxy shall be voted in accordance with the beet judgment of the anarecys named therein or their subeetuto. praecat and acting at the meeting. Attention is called to the fact that aa a matter of corporate procedure and as mentioned in the proxy, any or ail of tht matters to be acted upon at the maesng may be icted upon at tht fim itision of said meeting or at any adjournment or adjournments thereof. RECOMMENDATION OP THE ROARD OP DIRECTORS The Board of Directors recommends the approval of tha agreement of merger and articles of conaolidanon by tha stockholders of Dewey and Aimy Chemical Company. For the Directors Cambridge. Massachusetts September 23. 1954 prsszs.'u ?3 ::sc?:s HZTTDTO CF 9-3-54 DEWEY AND AIMY CHEMICAL COMPANY NOTICE OF STOCKHOLDERS' SPECIAL MEETING To tkt Smk.*oUtri vf Diwbt am Auer <*Comtamt: A special meeting of the itockhoidcn of this corporation has bees oiled by the Board of Direeurs and will be held At the o&ee of the corporation. 62 Whitxemore Avenue, Cambridge, Massachusetts, oa Moocat, Oetoocr 23, 1954 At 10 o'clock is the feteoooe for the following purpom: (1) To cociider asd as upon a proposal (a) to approve and adept the afreBocat of merger and arseies of dated ai of Scptcaher 2. 1934, providing for the merger and cotuoudanon of Dewey and Aimy Oirmiral Company, a Mauachusem corporation. into W. IL Groce it Co* a Coaaencut corporaoon. aad (b) to authorize die Prmident, Treasurer, aad a maicnry of the Board of Directors of Dewey aad Almy Compaey to uga aad rwcar to the afotewirl ayrrrment aad araern. to submit or auae the same to be submitted to the Commiaiiooer of Cerporaaoo* aad Tazaaon of the Coamaaweaith of Massachusetts or his successor ia ofice for his approval, aad thcrafaer to ale or cause tae same m be filed ta the oee of the Seescary of the Caatmoewmi& of Masaarhuscta for she purpoae of --v;"g the merger aad cbntoiirlinna efiaeavt. (2) To cenadcr aad as upon the authorization. apptovaL radamdoa tad coonrmatiaa of aay aad all tea aad prococdings by the oficen aad direoon ia coaaaeaoa with the foregoing merger. (3) To coaader aad act upoa aay masers iaddeatal to the fetegoiag purpotaa or aay of them or aay other miners that may property come before the meeting or aay adjourned session thesuoL Only tmtdrhnlrlm of record at the dow of busiama oa September 23, 1954, are --to nodes of aad to vom at this meeting or aay adjouxamnt of it. We will appreciate the prompt caoeutioo aad renun of the enclosed proay by itockhoidcn who cannot attend the meeting :a person, as the favorable votes of the holders of at least two-tniroi of the outstanding i.lares are rtpuirea to cdect the aetsoe proposed to be taken at the mccung. A return envelope, to whicn no pottage need be attached if mailed in the United States, is enclosed for your convenience. By order of the Board of Directors William T. Snow, C2er{ Cambridge, Maasachi Sepmmher 23, 1954 DEPUTY aJVD Ai>rV CHE-'flCAi COMPa>T *2 avihui. CA*ttioai * a. mau. proxy FOR SPECIAL MUTING OF STOCKHOLDERS, OCTOBER 1954 Tie undemgsed sueithoider of Dewey and Aimy ChcwcaJ Company, * .Vimr-marta corporation. aeicnowiecgea receipt of the notice dated Septemeer 25, 1954, of a Spccoi Metis j 10of Stockholder! of toe Company to be aeid at the omee of the Company, 62 Whiaemore Avenue. Cambridge. Mmaitr.uaera. at o'clock a tae fortsooc oo Monday, Oetooer 25, I95a, and heresy eocttirtitea Hugs S. Fcrguion. Waldo W. Neiturk and W. T. Soo, or any one or them. the literacyi of the uncemgied with full power of iusiirucon u ass, for and in the aaac of tne uncenigned, a vote at uid meeing by a astoncy of thou pmcat and acang at tne meeang upon ail matter! wash say eoae heron it or any adieuraaeat. ia ail ae powen wfuen ae onoertigsed wowc poucu if pcnecailr preaent, heresy reveassg ail prev10ua proaim. The undeai|oed hereby mitruest aaid proto to vote FOR Q AGAINST Q (pieue cheek, one) the prepoaai a approve and adopt the agreement of merger and aresia of sooantidattoa dated u of Sepceaser 2.1954, providing for the merger and coBaoudanoa of Dewey and Almy Chemical Coapeny, a Mamcrmirra sorporaaon. mu W. R. Crane h Co, a Cooaoaaut corporation. and u authorize ae Proident. Trcuurcr. and a maionry of the Boord of Ovrtean of Dewey and Aimy Cheaieai Company u tigs and iwtar u the aforeaaid agrtneat ad a/neica, u submit or eauac the tame to he suboioed to chc Coousisiooff of Cotpontiosi and Tinfine of the Gomamawmicb of Maaashuacta or hia lusneuor in ofice far hia approval and thereafter u hie or auie ae use u he hied in the o&e of the Seatary of the Commonwoaitn of Maaiartmaem for ae purpooe of making the merger and conaniidioeo egeeave It ia viademood that the uadenigsed'i vote it to be cut in favor of the foregoing prepoaai if no contrary munition ia indicated m the above ipaea, and that the undentgacd rmervo the njnt to revoac thu prosy at any time xfore tt ia voted. (iaoc^aatner) (Dme) We hope you tan mend the meeanf. V yu farmer, we would very much epfnroau your njnmf end ryrummf Mir proxy in the envelope endued for your eonremenct. THE FOREGOING PROXY IS SOLICITED BY THE MANAGEMENT.