UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information
Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
W.R. Grace & Co. |
|
(Name of Issuer) |
|
|
|
Common Stock |
|
(Title of Class of Securities) |
|
38388F108 |
|
(CUSIP Number) |
|
December 31, 2005 |
|
Date of Event Which Requires Filing of the Statement |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 12
|
CUSIP NO. 38388F108 |
13G |
Page 2 of 12 Pages |
|
1. |
NAME OF REPORTING
PERSON Citadel Limited Partnership |
||||||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||
|
|
|
(a) |
ý |
||||
|
|
|
(b) |
o |
||||
|
3. |
SEC USE ONLY |
||||||
|
4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
||||||
|
NUMBER OF |
5. |
SOLE VOTING POWER |
|||||
|
6. |
SHARED VOTING POWER 4,060,868
shares of Common Stock |
||||||
|
7. |
SOLE DISPOSITIVE POWER |
||||||
|
8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
||||||
|
9. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
||||||
|
|
CERTAIN SHARES |
o |
|||||
|
11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
||||||
|
12. |
TYPE OF REPORTING PERSON |
||||||
|
|
PN; HC |
||||||
Page 2 of 12
|
CUSIP NO. 38388F108 |
13G |
Page 3 of 12 Pages |
|
1. |
NAME OF REPORTING
PERSON Citadel Investment Group, L.L.C. |
||||||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||
|
|
|
(a) |
ý |
||||
|
|
|
(b) |
o |
||||
|
3. |
SEC USE ONLY |
||||||
|
4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
||||||
|
NUMBER OF |
5. |
SOLE VOTING POWER |
|||||
|
6. |
SHARED VOTING POWER 4,060,868
shares of Common Stock |
||||||
|
7. |
SOLE DISPOSITIVE POWER |
||||||
|
8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
||||||
|
9. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
||||||
|
|
CERTAIN SHARES |
o |
|||||
|
11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
||||||
|
12. |
TYPE OF REPORTING PERSON |
||||||
|
|
OO; HC |
||||||
Page 3 of 12
|
CUSIP NO. 38388F108 |
13G |
Page 4 of 12 Pages |
|
1. |
NAME OF REPORTING
PERSON Kenneth Griffin |
||||||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||
|
|
|
(a) |
ý |
||||
|
|
|
(b) |
o |
||||
|
3. |
SEC USE ONLY |
||||||
|
4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
||||||
|
NUMBER OF |
5. |
SOLE VOTING POWER |
|||||
|
6. |
SHARED VOTING POWER 4,060,868
shares of Common Stock |
||||||
|
7. |
SOLE DISPOSITIVE POWER |
||||||
|
8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
||||||
|
9. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
||||||
|
|
CERTAIN SHARES |
o |
|||||
|
11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
||||||
|
12. |
TYPE OF REPORTING PERSON |
||||||
|
|
IN; HC |
||||||
Page 4 of 12
|
CUSIP NO. 38388F108 |
13G |
Page 5 of 12 Pages |
|
1. |
NAME OF REPORTING
PERSON Citadel Wellington LLC |
||||||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||
|
|
|
(a) |
ý |
||||
|
|
|
(b) |
o |
||||
|
3. |
SEC USE ONLY |
||||||
|
4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
||||||
|
NUMBER OF |
5. |
SOLE VOTING POWER |
|||||
|
6. |
SHARED VOTING POWER 4,060,868
shares of Common Stock |
||||||
|
7. |
SOLE DISPOSITIVE POWER |
||||||
|
8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
||||||
|
9. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
||||||
|
|
CERTAIN SHARES |
o |
|||||
|
11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
||||||
|
12. |
TYPE OF REPORTING PERSON |
||||||
|
|
OO; HC |
||||||
Page 5 of 12
|
CUSIP NO. 38388F108 |
13G |
Page 6 of 12 Pages |
|
1. |
NAME OF REPORTING
PERSON Citadel Kensington Global Strategies Fund Ltd. |
||||||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||
|
|
|
(a) |
ý |
||||
|
|
|
(b) |
o |
||||
|
3. |
SEC USE ONLY |
||||||
|
4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
||||||
|
NUMBER OF |
5. |
SOLE VOTING POWER |
|||||
|
6. |
SHARED VOTING POWER 4,060,868
shares of Common Stock |
||||||
|
7. |
SOLE DISPOSITIVE POWER |
||||||
|
8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
||||||
|
9. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
||||||
|
|
CERTAIN SHARES |
o |
|||||
|
11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
||||||
|
12. |
TYPE OF REPORTING PERSON |
||||||
|
|
CO; HC |
||||||
Page 6 of 12
|
CUSIP NO. 38388F108 |
13G |
Page 7 of 12 Pages |
|
1. |
NAME OF REPORTING
PERSON Citadel Equity Fund Ltd. |
||||||
|
2. |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
||||||
|
|
|
(a) |
ý |
||||
|
|
|
(b) |
o |
||||
|
3. |
SEC USE ONLY |
||||||
|
4. |
CITIZENSHIP OR PLACE OF
ORGANIZATION |
||||||
|
NUMBER OF |
5. |
SOLE VOTING POWER |
|||||
|
6. |
SHARED VOTING POWER 4,060,868
shares of Common Stock |
||||||
|
7. |
SOLE DISPOSITIVE POWER |
||||||
|
8. |
SHARED DISPOSITIVE POWER See Row 6 above. |
||||||
|
9. |
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON |
||||||
|
10. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES |
||||||
|
|
CERTAIN SHARES |
o |
|||||
|
11. |
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) |
||||||
|
12. |
TYPE OF REPORTING PERSON |
||||||
|
|
CO |
||||||
Page 7 of 12
|
CUSIP NO. 38388F108 |
13G |
Page 8 of 12 Pages |
|
Item 1(a) |
Name of Issuer: W.R. GRACE & CO. |
|
|
|
|
|
|
Item 1(b) |
Address of Issuer’s Principal Executive Offices: |
|
|
|
|
|
|
|
|
7500 Grace Drive |
|
|
|
Columbia, MD 21044 |
|
|
|
|
|
Item 2(a) |
Name of Person Filing |
|
|
Item 2(b) |
Address of Principal Business Office |
|
|
Item 2(c) |
Citizenship |
|
|
Citadel Limited Partnership |
|
131 S. Dearborn Street |
|
32nd Floor |
|
Chicago, Illinois 60603 |
|
Illinois limited partnership |
|
|
|
Citadel Investment Group, L.L.C. |
|
131 S. Dearborn Street |
|
32nd Floor |
|
Chicago, Illinois 60603 |
|
Delaware limited liability company |
|
|
|
Kenneth Griffin |
|
131 S. Dearborn Street |
|
32nd Floor |
|
Chicago, Illinois 60603 |
|
U.S. Citizen |
|
|
|
Citadel Wellington LLC |
|
c/o Citadel Investment Group, L.L.C. |
|
131 S. Dearborn Street |
|
32nd Floor |
|
Chicago, Illinois 60603 |
|
Delaware limited liability company |
Page 8 of 12
|
CUSIP NO. 38388F108 |
13G |
Page 9 of 12 Pages |
|
Citadel Kensington Global Strategies Fund Ltd. |
|
c/o Citadel Investment Group, L.L.C. |
|
131 S. Dearborn Street |
|
32nd Floor |
|
Chicago, Illinois 60603 |
|
Bermuda company |
|
|
|
Citadel Equity Fund Ltd. |
|
c/o Citadel Investment Group, L.L.C. |
|
131 S. Dearborn Street |
|
32nd Floor |
|
Chicago, Illinois 60603 |
|
Cayman Islands company |
|
2(d) |
Title of Class of Securities: |
|||
|
|
|
|||
|
|
Common Stock, par value $0.01 per share |
|||
|
|
|
|||
|
2(e) |
CUSIP Number: |
38388F108 |
||
|
|
|
|||
|
Item 3 |
If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
|||
|
|
|
|||
|
|
(a) |
[__] |
Broker or dealer registered under Section 15 of the Exchange Act; |
|
|
|
|
|
|
|
|
|
(b) |
[__] |
Bank as defined in Section 3(a)(6) of the Exchange Act; |
|
|
|
|
|
|
|
|
|
(c) |
[__] |
Insurance company as defined in Section 3(a)(19) of the Exchange Act; |
|
|
|
|
|
|
|
|
|
(d) |
[__] |
Investment company registered under Section 8 of the Investment Company Act; |
|
|
|
|
|
|
|
|
|
(e) |
[__] |
An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
|
|
|
|
|
|
|
|
|
(f) |
[__] |
An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
|
|
|
|
|
|
|
|
|
(g) |
[__] |
A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
|
|
|
|
|
|
|
|
|
(h) |
[__] |
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
|
Page 9 of 12
|
CUSIP NO. 38388F108 |
13G |
Page 10 of 12 Pages |
|
|
|
|
|
|
|
(i) |
[__] |
A church plan
that is excluded from the definition of an investment company under |
|
|
|
|
|
|
|
(j) |
[__] |
Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
|
If this statement is filed pursuant to Rule 13d-1(c), check this box. ý |
|
Item 4 |
Ownership: |
CITADEL LIMITED PARTNERSHIP
CITADEL INVESTMENT GROUP, L.L.C.
KENNETH GRIFFIN
CITADEL WELLINGTON LLC
CITADEL KENSINGTON GLOBAL STRATEGIES FUND LTD.
CITADEL EQUITY FUND LTD.
|
(a) |
Amount beneficially owned: |
|
|
|
|
|
|
4,060,868 shares of Common Stock |
||
|
|
||
|
(b) |
Percent of Class: |
|
|
|
|
|
|
Approximately 6.1% as of December 31, 2005. |
||
|
|
|
|
|
(c) |
Number of shares as to which such person has: |
|
|
|
|
|
|
|
(i) |
sole power to vote or to direct the vote: |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
(ii) |
shared power to vote or to direct the vote: |
|
|
|
|
|
|
|
See Item 4(a) above. |
|
|
|
|
|
|
(iii) |
sole power to dispose or to direct the disposition of: |
|
|
|
|
|
|
|
0 |
|
|
|
|
|
|
(iv) |
shared power to dispose or to direct the disposition of: |
|
|
|
|
|
|
|
See Item 4(a) above. |
|
|
|
|
|
Item 5 |
Ownership of Five Percent or Less of a Class: |
|
|
|
|
Not Applicable. |
Page 10 of 12
|
CUSIP NO. 38388F108 |
13G |
Page 11 of 12 Pages |
|
Item 6 |
Ownership of More than Five Percent on Behalf of Another Person: |
|
|
|
|
|
|
|
|
Not Applicable. |
|
|
|
|
|
Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: |
|
|
|
||
|
|
|
See Item 2 above. |
|
|
|
|
|
Item 8 |
Identification and Classification of Members of the Group: |
|
|
|
|
|
|
|
|
Not Applicable. |
|
|
|
|
|
Item 9 |
Notice of Dissolution of Group: |
|
|
|
|
|
|
|
|
Not Applicable. |
|
|
|
|
|
Item 10 |
Certification: |
|
|
|
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
||
* Mathew B. Hinerfeld is signing on behalf of Kenneth Griffin as attorney-in-fact pursuant to a power of attorney previously filed with the Securities and Exchange Commission on February 4, 2005, and hereby incorporated by reference herein. The power of attorney was filed as an attachment to a filing by Citadel Limited Partnership on Schedule 13G/A for Komag, Incorporated.
Page 11 of 12
|
CUSIP NO. 38388F108 |
13G |
Page 12 of 12 Pages |
After reasonable inquiry and to the best of its knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
|
Dated this 13th day of February, 2006 |
|
|
KENNETH GRIFFIN |
CITADEL KENSINGTON GLOBAL |
||||
|
|
STRATEGIES FUND LTD. |
||||
|
By: |
/s/ Matthew B. Hinerfeld |
|
|
|
|
|
|
Matthew B. Hinerfeld, attorney-in-fact* |
By: |
Citadel Limited Partnership, |
||
|
|
|
|
its Portfolio Manager |
||
|
CITADEL INVESTMENT GROUP, L.L.C. |
|
|
|||
|
|
|
By: |
Citadel Investment Group, L.L.C., |
||
|
By: |
/s/ Matthew B. Hinerfeld |
|
|
its General Partner |
|
|
|
Matthew B. Hinerfeld, Managing |
|
|
||
|
|
Director and Deputy General Counsel |
By: |
/s/ Matthew B. Hinerfeld |
|
|
|
|
|
|
Matthew B. Hinerfeld, Managing |
||
|
CITADEL LIMITED PARTNERSHIP |
|
Director and Deputy General Counsel |
|||
|
|
|
|
|
||
|
By: |
Citadel Investment Group, L.L.C., |
CITADEL EQUITY FUND LTD. |
|||
|
|
its General Partner |
|
|
||
|
|
|
By: |
Citadel Limited Partnership, |
||
|
By: |
/s/ Matthew B. Hinerfeld |
|
|
its Portfolio Manager |
|
|
|
Matthew B. Hinerfeld, Managing |
|
|
||
|
|
Director and Deputy General Counsel |
By: |
Citadel Investment Group, L.L.C., |
||
|
|
|
|
its General Partner |
||
|
CITADEL WELLINGTON LLC |
|
|
|||
|
|
|
By: |
/s/ Matthew B. Hinerfeld |
|
|
|
By: |
Citadel Limited Partnership, |
|
Matthew B. Hinerfeld, Managing |
||
|
|
its Managing Member |
|
Director and Deputy General Counsel |
||
|
|
|
|
|
||
|
By: |
Citadel Investment Group, L.L.C., |
|
|||
|
|
its General Partner |
|
|
||
|
|
|
|
|
|
|
|
By: |
/s/ Matthew B. Hinerfeld |
|
|
|
|
|
|
Matthew B. Hinerfeld, Managing |
|
|
||
|
|
Director and Deputy General Counsel |
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
Page 12 of 12