FORM 4 3/31/98
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Phipps John E.
- -------------------------------------------
(Last) (First) (Middle)
c/o Sealed Air Corporation
Park 80 East
- -------------------------------------------
(Street)
Saddle Brook NJ 07663
- -------------------------------------------
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Sealed Air Corporation (SEE)
(formerly W. R. Grace & Co. (GRA))
3. IRS or Social Security
Number of Reporting
Person (Voluntary)
4. Statement for
Month/Year
March 1998
5. If Amendment
Date of Original
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
------ ------
Officer (give Other (specify
------ title below) ------ below)
---------------------------------
7. Individual or Joint/Group Filing (Check Applicable
Line)
X Form filed by One Reporting Person
---
Form filed by More than One Reporting Person
---
<TABLE>
Table I--Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
<CAPTION>
1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
action action or Disposed of (D) Securities ship of
Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirect
(Instr. 8) Owned at Direct Bene-
End of Month (D) or ficial
(Month/ (Inst. 3 Indirect Owner-
Day/ (A or and 4) (l) ship
Year) Code V Amount (D) Price (Instr. 4) (Instr.4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Stock, par value $0.10
per share 3/31/98 J(1) 1,565 A (1) 1,565 D
3/31/98 J(1) 2,068 A (1) 2,068 I By Trust
3/31/98 J(1) 9,138 A (1) 9,138 I As Co-Trustee
3/31/98 J(1) 214 A (1) 214 I As Co-Trustee
3/31/98 J(1) 4,824 A (1) 4,824 I(2) By Spouse
(In Trust)
Series A Convertible Preferred
Stock, par value $0.10 per share 3/31/98 J(1) 1,387 A (1) 1,387 D
3/31/98 J(1) 1,833 A (1) 1,833 I By Trust
3/31/98 J(1) 8,098 A (1) 8,098 I As Co-Trustee
3/31/98 J(1) 190 A (1) 190 I As Co-Trustee
3/31/98 J(1) 4,275 A (1) 4,275 I(2) By Spouse
(In Trust)
Common Stock, par value $0.01
per share 3/31/98 J(1) 2,921 D (1) 0 D
3/31/98 J(1) 3,860 D (1) 0 I By Trust
3/31/98 J(1) 17,050 D (1) 0 I As Co-Trustee
3/31/98 J(1) 400 D (1) 0 I As Co-Trustee
3/31/98 J(1) 9,000 D (1) 0 I(2) By Spouse
(In Trust)
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction
4(b)(v).
<TABLE>
FORM 4 (continued)Table II--Derivative Securities Acquired, Disposed of, or
Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<CAPTION>
1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature
tive Security sion or action action Deriva- Exer- Amount of of de- ship of
Security Exer- Date Code tive cisable of Under- Deriv- rivative Form In-
(Instr. 3 cise (Month/ (Instr. Securi- and lying ative Secur- of De- direct
Price Day/ 8) ties Expira- Securi- Secur- ities rivative Benefi-
of Year) Acquired tion ties ities Bene- Secur- cial
Deri- (A) or Date (Instr. Bene- ficially ity Owner-
vative Disposed (Month/ 3 and ficially Owned Direct(D) ship
Secur- of (D) Day/ 4) Owned at End or In- (Instr.
ity (Instr. Year) at End of direct 4)
3, 4 and
5) Month (Instr. (Instr.
(Instr. 4) 4)
5)
Amount
Date Expir- Number
Exer- ration of
Code V (A) (D) cisable Date Title Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Explanation of Responses:
(1) In accordance with the Agreement and Plan of Merger dated as of August
14, 1997 by and among W. R. Grace & Co. ("Grace"), a subsidiary of Grace
and Sealed Air Corporation ("Old Sealed Air"), and pursuant to the
Distribution Agreement dated as of March 30, 1998, by and among Grace and
two wholly-owned subsidiaries of Grace, each share of Grace common stock,
par value $0.01 per share, became, on March 31, 1998, a right to
receive .536 shares of common stock, par value $0.10 per share, of Sealed Air
Corporation (formerly Grace) ("New Sealed Air"), and .475 shares of Series
A Convertible Preferred Stock, par value $0.10 per share, of New Sealed
Air.
(2) Beneficial ownership is disclaimed.
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
/s/ John E. Phipps April 9, 1998
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**Signature of Reporting Person Date
Page 2
SEC 1474 (7-96)
