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SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14b-12
SEALED AIR CORPORATION
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(Name of Registrant as Specified in Its Charter)
--------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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SEALED AIR CORPORATION
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PARK 80 EAST/SADDLE BROOK, NEW JERSEY 07663-5291
June 4, 1999
Dear Fellow Stockholder:
We have adjourned the 1999 Annual Meeting of Stockholders of Sealed Air
Corporation to reconvene on June 18, 1999. The three important proposals listed
below remain to be voted on. (Items 3,4, and 5 on your proxy card.)
Sealed Air Stockholders have voted overwhelmingly FOR each of these
proposals, but because a large supermajority vote is required for passage, more
votes are still needed. If you have not already voted, failure to vote your
shares may prevent the passage of these pro-shareholder proposals:
i. Voting FOR repeal of the classified board and removal only for cause
provisions would allow Stockholders enhanced ability to elect
directors of their choice.
ii. Voting FOR repeal of the prohibition of Stockholder action by written
consent would provide more flexibility for taking Stockholder action.
iii. Voting FOR repeal of the supermajority requirements for Stockholder
amendments to the Sealed Air by-laws would eliminate an unnecessary
hurdle to exercising Stockholder influence.
For your reference, an article entitled: "Sealed Air's CEO Takes Holders'
View of 'Poison Pills' " appeared in the Heard On The Street column of The Wall
Street Journal on April 28, 1999, which largely captures my views on these
proposals.
Please promptly sign, date and mail the enclosed proxy in the return
envelope provided or vote by telephone or via the Internet by following the
instructions for voting set forth in the Company's previously distributed Proxy
Statement and on your proxy card. Should you need an additional copy of the
Company's Proxy Statement or 1998 Annual Report, please contact the Shareholder
Relations Line at EquiServe on 201-324-1225.
On behalf of your Board of Directors, we thank you for your continued
support.
Sincerely,
[GRAPHIC OMITTED]
T. J. DERMOT DUNPHY
Chairman of the Board and
Chief Executive Officer
PLEASE VOTE YOUR PROXY TODAY
YOUR VOTE IS IMPORTANT!
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[GRAPHIC OMITTED]
SEALED AIR CORPORATION
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PARK 80 EAST/SADDLE BROOK, NEW JERSEY 07663-5291
June 4, 1999
IMPORTANT INFORMATION
FOR
STOCKHOLDERS OF SEALED AIR CORPORATION
For purposes of convenience and to avoid potential mis-counting of votes,
we have not changed the proxy cards or voting instruction forms even though the
1999 Annual Meeting of Stockholders of Sealed Air Corporation has been
adjourned.
Kindly note the following:
1. The Annual Meeting has been adjourned from May 21, 1999 to reconvene on
June 18, 1999 at 10:00 a.m. local time in New Jersey, at the offices of
the Company indicated above.
2. The voting for Items 1 (Election of Class I Directors) and 2
(Ratification of the appointment of KPMG LLP as the independent auditors
for the year ending December 31, 1999) on the proxy card and voting
instruction form has already been completed.
3. The voting that remains open is for Items 3, 4 and 5 on your proxy card
or voting instruction form.
4. Voting by telephone or via the Internet must be completed by Thursday,
June 17, 1999 local time in New Jersey in order for your vote to be
counted.
