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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): April 2, 1998
SEALED AIR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12139 65-0654331
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
Park 80 East
Saddle Brook, New Jersey 07663
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(Address of Principal Executive Offices) (Zip Code)
(201) 791-7600
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(Registrant's telephone number, including area code)
W. R. Grace & Co.
One Town Center Road
Boca Raton, Florida 33486-1010
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) Effective April 2, 1998, and in connection with the consummation of the
recapitalization (the "Recapitalization") of the Registrant and merger
(the "Merger") of a wholly owned subsidiary of the Registrant with and
into Sealed Air Corporation (US)("Old Sealed Air"), the Registrant
dismissed Price Waterhouse LLP as its independent accountants.
(ii) The reports of Price Waterhouse LLP on the financial statements of
Registrant for the past two fiscal years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) Effective April 2, 1998, the Registrant's Board of Directors approved
the change in the Registrant's independent accountants.
(iv) In connection with its audits for the two most recent fiscal years and
through April 2, 1998, there have been no disagreements with Price
Waterhouse LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which
disagreements, if not resolved to the satisfaction of Price Waterhouse
LLP, would have caused them to make reference therein in their report
on the financial statements for such years.
(v) During the two most recent years and through April 2, 1998, there have
been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(vi) On April 2, 1998, the Registrant requested that Price Waterhouse LLP
furnish it with a letter addressed to the Commission stating whether or
not Price Waterhouse LLP agrees with the above statements. A copy of
such letter dated April 2, 1998, is filed as Exhibit 16 to this Form
8-K.
(b) New independent accountants
As noted above, subsequent to the consummation of the Recapitalization
and Merger, the Registrant engaged, subject to stockholder approval at
the Registrant's 1998 Annual Meeting, KPMG Peat Marwick LLP ("KPMG") as
its independent accountants to examine and report on the Registrant's
financial statements at and for the year ended December 31, 1998.
Reference is made to the Registrant's Report on Form 8-K dated August 18,
1997 (as amended by the Form 8-K/A filed on August 21, 1997) for a
description of the transactions comprising the Recapitalization and
Merger. The engagement of KPMG was approved by the Registrant's Board of
Directors effective April 2, 1998. Prior to the Recapitalization and
Merger, KPMG were the independent accountants for Old Sealed Air. Old
Sealed Air consulted with KPMG concerning the accounting treatment of the
Merger. In accordance with the advice of KPMG, the Merger has been
treated as a purchase by the Registrant of Old Sealed Air.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit 16 Letter from Price Waterhouse LLP pursuant to Regulation S-K,
Item 304
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SEALED AIR CORPORATION
By: /s/ Jeffrey S. Warren
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Name: Jeffrey S. Warren
Title: Controller
Date: April 6, 1998
EXHIBIT INDEX
Exhibit No. Description
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16 Letter from Price Waterhouse LLP pursuant to Regulation S-K,
Item 304
Exhibit 16
[Price Waterhouse LLP Letterhead]
April 2, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Sealed Air Corporation (formerly W. R. Grace & Co.)
Form 8-K dated April 2, 1998 and are in agreement with the statements contained
in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP
