SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
W. R. Grace & Co.
-----------------
(Name of Issuer)
Common Stock, $0.01 par value
-----------------------------
(Title of Class of Securities)
38388F108
---------
(CUSIP Number)
April 12, 2004
--------------
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the 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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 237266101
1. Names of Reporting Persons. I.R.S. Identification Nos.
of above persons (entities only)
D. E. Shaw Laminar Portfolios, L.L.C.
01-0577802
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of 5. Sole Voting Power
Shares
Beneficially
Owned by -0-
Each
Reporting
Person With
6. Shared Voting Power
6,418,917
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
6,418,917
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,418,917
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions)
11. Percent of Class Represented by Amount in Row (9)
9.8%
12. Type of Reporting Person (See Instructions)
OO
CUSIP No. 237266101
1. Names of Reporting Persons. I.R.S. Identification Nos. of
above persons (entities only)
D. E. Shaw & Co., L.P.
13-3695715
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of 5. Sole Voting Power
Shares
Beneficially
Owned by -0-
Each
Reporting
Person With
6. Shared Voting Power
6,418,917
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
6,418,917
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,418,917
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
9.8%
12. Type of Reporting Person (See Instructions)
IA, PN
CUSIP No. 237266101
1. Names of Reporting Persons. I.R.S. Identification Nos.
of above persons (entities only)
D. E. Shaw & Co., L.L.C.
13-3799946
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware
Number of 5. Sole Voting Power
Shares
Beneficially
Owned by -0-
Each
Reporting
Person With
6. Shared Voting Power
6,418,917
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
6,418,917
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,418,917
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
9.8%
12. Type of Reporting Person (See Instructions)
OO
CUSIP No. 237266101
1. Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
David E. Shaw
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization
United States
Number of 5. Sole Voting Power
Shares
Beneficially
Owned by -0-
Each
Reporting
Person With
6. Shared Voting Power
6,418,917
7. Sole Dispositive Power
-0-
8. Shared Dispositive Power
6,418,917
9. Aggregate Amount Beneficially Owned by Each Reporting Person
6,418,917
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (9)
9.8%
12. Type of Reporting Person (See Instructions)
IN
Item 1.
(a) Name of Issuer
W. R. Grace & Co.
(b) Address of Issuer's Principal Executive Offices
7500 Grace Drive
Columbia, MD 21044-4098
Item 2.
(a) Name of Person Filing
D. E. Shaw Laminar Portfolios, L.L.C.
D. E. Shaw & Co., L.P.
D. E. Shaw & Co., L.L.C.
David E. Shaw
(b) Address of Principal Business Office or, if none, Residence
The business address for all filers is:
120 W. 45th Street, Tower 45, 39th Floor
New York, NY 10036
(c) Citizenship
D. E. Shaw Laminar Portfolios, L.L.C. is a limited liability company
organized under the laws of the state of Delaware.
D. E. Shaw & Co., L.P. is a limited partnership organized under the
laws of the state of Delaware.
D. E. Shaw & Co., L.L.C. is a limited liability company organized under the
laws of the state of Delaware.
David E. Shaw is a citizen of the United States of America.
(d) Title of Class of Securities
Common Stock, $0.01 par value
(e) CUSIP Number
38388F108
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
Not Applicable
Item 4. Ownership.
(a) Amount beneficially owned:
D. E. Shaw Laminar Portfolios, L.L.C.: 6,418,917 Shares
D. E. Shaw & Co., L.P.: 6,418,917 Shares
D. E. Shaw & Co., L.L.C.: 6,418,917 Shares
David E. Shaw: 6,418,917 Shares
(b) Percent of class:
D. E. Shaw Laminar Portfolios, L.L.C.: 9.8%
D. E. Shaw & Co., L.P.: 9.8%
D. E. Shaw & Co., L.L.C.: 9.8%
David E. Shaw: 9.8%
(c) Number of shares to which the person has:
(i) Sole power to vote or to direct the vote:
D. E. Shaw Laminar Portfolios, L.L.C.: -0-
D. E. Shaw & Co., L.P.: -0-
D. E. Shaw & Co., L.L.C.: -0-
David E. Shaw: -0-
(ii) Shared power to vote or to direct the vote:
D. E. Shaw Laminar Portfolios, L.L.C.: 6,418,917 Shares
D. E. Shaw & Co., L.P.: 6,418,917 Shares
D. E. Shaw & Co., L.L.C.: 6,418,917 Shares
David E. Shaw: 6,418,917 Shares
(i) Sole power to dispose or to direct the disposition of:
D. E. Shaw Laminar Portfolios, L.L.C.: -0-
D. E. Shaw & Co., L.P.: -0-
D. E. Shaw & Co., L.L.C.: -0-
David E. Shaw: -0-
(ii) Shared power to dispose or to direct the disposition of:
D. E. Shaw Laminar Portfolios, L.L.C.: 6,418,917 Shares
D. E. Shaw & Co., L.P.: 6,418,917 Shares
D. E. Shaw & Co., L.L.C.: 6,418,917 Shares
David E. Shaw: 6,418,917 Shares
David Shaw does not own any shares directly. By virtue of David Shaw's position
as President and sole shareholder of D. E. Shaw & Co., Inc., which is the
general partner of D. E. Shaw & Co., L.P., which in turn is the investment
adviser of D. E. Shaw Laminar Portfolios, L.L.C., and by virtue of David Shaw's
position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which
is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the
managing member of D. E. Shaw Laminar Portfolios, L.L.C., David Shaw may be
deemed to have the shared power to vote or direct the vote of, and the shared
power to dispose or direct the disposition of, the 6,418,917 shares owned by D.
E. Shaw Laminar Portfolios, L.L.C., constituting 9.8% of the outstanding shares
and, therefore, David Shaw may be deemed to be the beneficial owner of such
shares. David Shaw disclaims beneficial ownership of such 6,418,917 shares.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable
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 or Control
Person.
Not Applicable
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, each of D. E. Shaw Laminar Portfolios, L.L.C., D. E.
Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., and David Shaw certify
that, to the best of such reporting person's 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 such
purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct. Two Powers of Attorney, each dated February 24, 2004
granted by David E. Shaw in favor of Stuart Steckler, are attached hereto.
Dated: April 22, 2004
D. E. Shaw Laminar Portfolios, L.L.C.
By: D. E. Shaw & Co., L.L.C., as managing
member
By: /s/ Stuart Steckler
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Stuart Steckler
Managing Director
D. E. Shaw & Co., L.P.
By: /s/ Stuart Steckler
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Stuart Steckler
Managing Director
D. E. Shaw & Co., L.L.C.
By: /s/ Stuart Steckler
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Stuart Steckler
Managing Director
David E. Shaw
By: /s/ Stuart Steckler
-------------------
Stuart Steckler
Attorney-in-Fact for David E. Shaw