Document OzNonqOQGMXOBRZekzR799rJj

2878 MOODY'S INDUSTRIAL MANUAL /^/ W. R. GRACE & CO. CAPITAL STRUCTURE LONG TERM DEBT Issue 1. 5% notes payable 1964-90 ___ -_____ 2. 4% bank loan, 1962-65 3. Conv. subord. deb. 3l/2S, 1975 _____ 4. Miscellaneous______________________ 5. Grace Line, Inc. Santa Rosa.. 6. Grace Line, Inc. 4 1/5% Santa Paula 7. Grace Line, Inc. ZYa% mtge., 1961-65 8. Cosden Petroleum Corp. Rating E33E~ Ba Aaa Aaa E3-- Amount Outstanding $111,000,0001 20,000,000 29,858,0001 3,479,313 8,971,0001 8,893,000 799,5661 Times Charges Earned 1960 1959 3.21 3.59 Interest Dates M&N15 J&cO A&O Call Price E-- E-- EU-- E~ E- T rice Ran^e m-.. m 1932-0 is------------ mi" -- 9714-871,'* Einifioii 94 -90 93%-90% E_______ E102%-90~ ll0i-89 CAPITAL STOCK Par Amount Earned per Sh. Divs. per Sh. Call Pr Issue 1. 6% cum. preferred 2. 8% cum. class A preferred........ ....... 3. 8% non-cum. class B preferred__ 4. Common___________ Value $100 100 100 1 EPrivately placed. [URange since 3-for-l split Outstanding 40,000 shs. 43,132 shs. 37,951 shs. 4,762,174 shs. 1960 $405.51 332.01 410.93 03.21 1959 $370.68 303.07 374.23 02.98 1960 $6.00 8.00 8.00 E1.60 In Dec., 1949; range from 1946 (after spilt 1959 $6.00 8.00 8.00 01.60 In Dec., Price -- 1945) to 1949 I960 1932-60 0 QJ-- 44% -32) (before snlit E---------E_______ E---------E60Vt.._-2_3 1949), 130-95; range from 1944 (after split in Dec., 1943) to 1945 (before split In Dec., 1945), 160-70; range from 1940 to 1943 (before enlit?!.' Dec., 1943), 130-70. BSee text. SRange since issuance. [HBased on average shares outstanding during year, earned per share amn.Tn.Il, to: 1960, $3.22; 1959, $3.04; 1960 also Included equity in earnings of Grace Nat. Bk. EAIso 2% in stock, [j]After deducting 112 &i2 shar^.. received in liquidation of Grace Staff Corp. and reserved under stock option plan. ' snares HISTORY sonville, S. C,, Woburn, Mass., and Toronto, r Steamshap Group also supervises company's Incorporated under Connecticut laws June 20, 1899, as successor to a business formed in 1854 in Peru. Initially company was engaged in trade, shipping and finance. Later develoried manu facturing in Latin America and chemical op erations are now principal business. In September, 1953, company acquired con trolling interest in Davison Chemical Corp. (Md.), manufacturers of agricultural and in dustrial chemicals and in May, 1954, company was merged. Under the merger plan 1.4 common shares were exchanged. for each share of Davison common. Holders of Davison $50 par preferred stock received $50 of 414% convertible sub ordinate debentures and $5 in cash. On Nov. l, 1954 merged Dewey & Almy Chemical Co. by share for share exchange. In July 1959, purchased assets of Hatco Chemical Co., manufacturer of plasticizers and jet lube materials, for 126,000 shares. In Jan. 1960, acquired for cash 53% stock interest in Cosden Petroleum Corp., an in tegrated oil company and producer of petro chemicals. SUBSIDIARIES AND AFFILIATES Company owns entire capital stock of Grace Line Inc.; 50% of Gulf & South American Steamship Co. (other 50% owned by Lykes Bros. Steamshio Co., Inc.); 50% of Pan Amer ican Grace Airways Inc. (other 50% owned by Pan American World Airways Inc.) oper ating between Panama and Buenos Aires via west coast of South America and with service to New York, Washington and Miami via agreements with Pan American World Air ways and National Airlines. In May, 1961, Federal District Court at New York ordered Pan American World Airways, Inc. to divest itself of its 50% holdings in Pan American-Grace Airways, Inc., uphold ing initial judgment handed down Mar. 8 which, among other things, dismissed charges of violation of anti-trust laws brought against W. R. Grace & Co. Company owns 80% of capital stock of Grace National Bank of New York, 80% of PLAINTIFF'SGriswold & Co., Inc. and 53% of stock of Cosden Petroleum Corp. (appended state - EXHIBIT^ment). Other subsidiaries have investments in paper plants, textile mills, sugar estates, other industrial plants, commercial and agency offices abroad. BUSINESS Principally a U. S. chemical manufacturing company. Other important activities are for eign industry in Latin America with emphasis on manufacturing of paper and chemicals; chemical manufacturing in Europe; opera tion of steamships, and banking and insur ance. Principal office located in New York: other major offices are located in several cities in the U. S. Foreign offices are maintained in South and Central America. Europe, Aus tralia, Canada, New Zealand, Mexico, Puerto Rico, and Trinidad. Chemical Group comprises eight divisions: Cryovac, Davison Chemical, Dewey & Almy Can. Davison Division manufactures principally industrial and agricultural chemicals includ ing petroleum catalysts, silica gels, sulphuric acid, superphosphates, triple superphos phates, nuclear reactor materials, and mixed fertilizers. Davison Division has a total of 20 plants located in Alliance, O.; Bartow, Fla.; Baltimore, Md.; Charleston, S. C.; Cincinnati and Columbus, O.; Erwin and Nashville, Tenn.; Findlay, O.; Fort Pierce, Fla.; Joplin, Mo.; Lake Charles, La.; Lansing, Mich.; New Albany. Ind.; Perry, la.; Pompton Plains, N. J.; Gallup. N. M.; Wakarusa, Ind.; Valley Field, Que. Manages Toa Alta, P. R., produc tion of ultra high purity silicon by Interna tional Metalloids, Inc. Dewey and Almy Division produces prin cipally container-sealing compounds, battery separators, copolymer latices and resins, poly vinyl acetate and polyfibron products; oper ates 9 plants at Cambridge. Adams. Wor cester. and Acton, Mass.; Chicago, HI.; San Leandro. Calif.; Owensboro, Ky.; Quakertown, Pa. and Montreal, Can. Overseas Chemical Division exports and produces products of Dewey and Almy Divi sion: Cryovac Division and other chemical divisions abroad in 15 plants at England. Australia, France, Germany, Italy, Brazil, Argentina, Mexico and New Zealand. Nitrogen Products Division produces am monia and urea at Memphis, Tenn. and Port of Spain. Trinidad and ammonia-ammoniumsulfate at Guanica. P. R. Hatco Chemical Division produces at Fords, N. J.. esters used in making synthetic rubbers, vinyl resins and jet lubes. Also manufactures sebacic acid and capryl alcohols. Polymer Chemicals Division operates a plant in Baton Rouge, La. producing high density polyethylene. Division also offers polystyrene resins and low and medium den sity polyethylene resins and polypropylene. Research Division carries on central re search and development work designed to find new fields of growth for chemical opera tions. Main research facilities at Clarksville, Md. Latin American Operations are principally in Peru, Chile. Colombia and also in Bolivia. Ecuador, Central America and Panama. The most important operations are sugar grow ing and refining, paper manufacturing and paper converting (using bagassee pulp), chemicals, textile manufacturing, food prod ucts and paints. Company conducts exten sive merchandising activities in most of these countries, also grows and cleans coffee and mines tungsten and tin. A Peruvian chlorine-caustic soda plant was recently completed. Company also owns ma jority interests in 3 small chemical companies m Colombia and a synthetic resins plant in Chile. In 1960 company sold to International Paper Co. its paper mill in Puerto Rico, a paper con verting plant in Puerto Rico and one in Mex ico and a 50% interest in company's Colombi an paper mill to be completed in 1961. Steamship Operations include operations of 50% investment m Gulf & South American SGtuelafmCsohaipst Ctoo.,Woepset rCatoinagrt 5ofshSipms firtohmA^TcT<a? For statement oi Grace Line see MocSvs Transportation Manual. y8 Libyan Oil & Exploration: In Libya. W R Grace & Co.. Texas Gulf Producing Co. and Standard Oil Co. (N. J.) are associated in an oil exploration venture, where two potential ly productive fields, in which company's in terest is 24.5% are being developed. Under agreement company may sell its share of oil produced to Esso. Company expects to par ticipate in construction of pipe line and ter minal facilities on Mediterranean Coast to be completed in 1962. Company and Texas Gulf also have rights to 2 other concessions. Fleet Replacement Contract: On Jan. 17 1956, Grace Line, Inc., subsidiary, signed a 20- year contract with Federal Maritime Board which calls for replacement of fleet with construction and operating subsidies. The liners Santa Rosa and Santa Paula were de livered in 1958. Grace Line in i960 took de livery of 2 container ships. Much of the financing for the ship replacement program will be obtained through sale of government insured ship mortgage bonds. Grace Line Inc. in 1958 issued 51S.OOO.OOO of such bonds; for description, see beiow. MANAGEMENT Officers: J. P. Grace, President A. T. Daignault. Exec. Vice-President J. C. Griswold. Exec. Vice-President F. E. Larkin, Exec. Vice-Pres. A. S. Rupley. Exec. Vice-President A. B. Shea. Exec. Vice-President O. V. Tracy, Exec. Vice-President J. T. Whiteiy, Exec. Vice-President T. E. Hanigan. Jr.. Vice-President W. B. McCloskey. Vice-President Franklin Moon. Vice-Pres. & Secretary J. D. J. Moore. Vice-President D. W. Robbins. Jr., Vice-President K. A. Lawder, Treasurer F. R. Feuss, Controller Directors: J. T. Cahill, New York E. A. Eyre, New York J. P. Grace, New York J. C. Griswold, New York , F. G. Kingsley, New York J. T. Madden, New York WRG-1559 W. J. McNeil, New York Roger Miiliken. New York J. J. Minot, Boston J. H. Phipps, Tallahassee, Fla. M. G. Phipps, New York E. W. Pyne. New York A. S. Rupley, New York Whitney Stone. New York O. V. Tracy, New York Directors Emeritus: Bradley Dewey, .Maynard. Mass. C. F. Hockley P. L. Reed H. J. Roig Annual Meeting: May 10 or first business day thereafter. Chemical, Nitrogen Products, Hatco Chemical. Grace Line's 32 vessels having approximate Auditors: Price Waterhouse & Co. Overseas Chemical, Polymer Chemicals, and Research. Cryovac Division manufactures irradiated and other plastic films and bags for packag deadweight capacity of 319,884 tons. Grace Line offers three services: East Coast of U. S. to West Coast of South America, East Coast of U. S. to Caribbean including North Coast No. of Stockholders: Dec. 31. i960: Preferred. 65; class A. 15S; class B. 284; common 31.30b. No. of Employees: Dec. 31, I960. 40.600. ing, and packaging equipment. Division's 4 of South America, West Coast of U. S to General Office: 7 Hanover Sq., New York 5. plants are located fc Cedar Rapids, la., Simp- West Coast of Central and South America. N. Y. INCOME ACC0UNT8 COMPARATIVE CONSOLIDATED INCOME ACCOUNT. YEARS ENDED DEC. 31 (Taken from reports filed with Securities and Exchange Commission) 1960 1959 1958 1957 1956 Net sales_______________________ ______ $469,427,749 $366,045,735 $326,504,451 $344,753,616 S235.996.0Si Operating revenues_______________ ___ 83,443,169 103,649.936 107,729.940 114.973,937 102.140.553 1955 S321.773.624 95.292,705 E1954 $220,976,403 92,435.502 Total sales & operating revenues. [fiCost of goods sold______i__________ 31Operating expenses________________ SGeneral & adm. expenses ......___ epreciation and depletion_________ Subsidy on steamship operations.... EJProv. recapture prfts. of Grace Line Explor. expend Libyan oil project___ Research & development exp Operating profit__________________ S552.870.918 334,787,385 120.361.635 35.208.422 28.201.079 cr 12,644.091 1.480.599 10.475.019 35,000,870 S469.695.671 259.293.663 122.910.957 36.022,717 21.809,853 cr 12.697.930 cr 1.823,3-13 256.056 8.757,072 35,166,626 $459,727,553 248,935,882 127,629,237 33.919.203 17,620.937 cr 12,004,699 2,930.801 2.084.430 8.703.589 29,908,173 S438.136.637 250.334.925 106,116,705 32.164,665 14.287.007 cr 11,957.657 1.903.329 1.211,106 6.813,009 37.263,548 S427.0fi6.329 250,660.433 102.878.369 27,634.005 14.128.258 C7 ::,3S4.010 2.259,022 4.182,805 36.027,447 $413,401,905 ,250.513.634 '101.288.063 26.121.458 11.527.351 cr 9.743.2C6 1,500.351 "20,194,2*4