SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549-1004
FORM 11-K
ANNUAL REPORT
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
For the Fiscal Year Ended December 31, 1997
SEALRIGHT
LONG TERM SAVINGS PLAN
(Full title of the plan)
SEALRIGHT CO., INC.
9201 Packaging Drive, DeSoto, Kansas
66018
Telephone: (913) 583-3025
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office)
16-0876812
(IRS Employer Identification No.)
SEALRIGHT
LONG TERM SAVINGS PLAN
Financial Statements and Schedules
December 31, 1997 and 1996
(With Independent Auditors' Report Thereon)
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee of the
Sealright Long Term Savings Plan:
We have audited the accompanying statements of net assets
available for benefits of Sealright Long Term Savings Plan as
of December 31, 1997 and 1996 and the related statements of
changes in net assets available for benefits for the years
then ended. These financial statements are the responsibility
of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.
An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management,
as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Plan as of December 31, 1997 and
1996 and the changes in net assets available for benefits for
the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on
the financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and
reportable transactions are presented for the purpose of
additional analysis and are not a required part of the basic
financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974. These supplemental schedules are
the responsibility of the Plan's management. The fund
information in the statement of net assets available for
benefits and the statement of changes in net assets available
for benefits are presented for purposes of additional analysis
rather than to present the net assets available for plan
benefits and changes in net assets available for plan benefits
of each fund. The supplemental schedules and fund information
have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion,
are fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
June 22, 1998
<PAGE>
<TABLE>
SEALRIGHT
LONG TERM SAVINGS PLAN
Statement of Net Assets Available for Benefits
(Part I)
December 31, 1997
<CAPTION>
Participant directed
Travelers
Insurance Fidelity Fidelity
Co. Group Scout Fidelity Asset Investment
Annuity Stock Magellan Manager Grade
Contract Fund Fund Fund Bond Fund
Assets:
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ - $ - $ 13,883 $ - $ 3,459
Investments:
Travelers Insurance Co.,
Guaranteed Rate 12,267,104 - - - -
Sealright Co., Inc. company
stock - - - - -
Multiple promissory notes - - - - -
Total investments 12,267,104 - - - -
Contributions receivable - - - - -
Amounts receivable from
brokers and dealers for
unsettled securities - 3,572,688 6,850,019 1,146,565 608,488
Total assets 12,267,104 3,572,688 6,863,902 1,146,565 611,947
Liabilities-bank overdraft - - - - -
Total Liabilities - - - - -
Net assets available
for benefits $12,267,104 $3,572,688 $6,863,902 $ 1,146,565 $611,947
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
SEALRIGHT
LONG TERM SAVINGS PLAN
Statement of Net Assets Available for Benefits
(Part II)
December 31, 1997
<CAPTION>
Participant directed
Fidelity Sealright
Retirement Company
Money Stock Participant
Market Fund Loans Other Total
Assets:
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 1,086 $ - $ - $ - $ 18,428
Investments:
Travelers Insurance Co., - - - - 12,267,104
Guaranteed Rate
Sealright Co., Inc. company
stock - 1,204,026 - - 1,204,026
Multiple promissory notes - - 443,700 - 443,700
Total investments $ - $1,204,026 $443,700 $ - $13,914,830
Contributions receivable - - - 76,911 76,911
Amounts receivable from
brokers and dealers for
unsettled securities 267,110 - - - 12,444,870
Total assets $268,196 $1,204,026 $443,700 $ 76,911 $26,455,039
Liabilities-bank overdraft - 486 307 - 793
Total Liabilities - 486 307 - 793
Net assets available $268,196 $1,203,540 $443,393 $ 76,911 $26,454,246
for benefits
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
SEALRIGHT
LONG TERM SAVINGS PLAN
Statement of Net Assets Available for Benefits
(Part I)
December 31, 1996
<CAPTION>
Participant directed
Travelers
Insurance Fidelity Fidelity
Co. Group Scout Fidelity Asset Investment
Annuity Stock Magellan Manager Grade
Contract Fund Fund Fund Bond Fund
Assets:
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ 18,616 $ 31,791 $ - $ 123,867 $ -
Investments:
Travelers Insurance Co.,
Guaranteed Rate 13,593,400 - - - -
Scout Stock Fund, Inc. - 2,007,851 - - -
Fidelity Magellan Fund - - 6,918,734 - -
Fidelity Charles Street Trust - - - 1,438,554 -
Fidelity Fixed Income Trust - - - - 704,867
Fidelity Retirement Money
Market - - - - -
Sealright Co., Inc. common
stock - - - - -
Multiple promissory notes - - - - -
Total investments 13,593,400 2,007,851 6,918,734 1,438,554 704,867
Total assets 13,612,016 2,039,642 6,918,734 1,562,421 704,867
Liabilities:
Payable to participants for
excess participant
contributions - - - - -
Bank Overdraft - - 161,345 - 21,859
Other Liabilities - - - - -
Total Liabilities - - 161,345 - 21,859
Net assets available
for benefits $13,612,016 $2,039,642 $6,757,389 $ 1,562,421 $683,008
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
SEALRIGHT
LONG TERM SAVINGS PLAN
Statement of Net Assets Available for Benefits
(Part II)
December 31, 1996
<CAPTION>
Participant directed
Fidelity Sealright
Retirement Company
Money Stock Participant
Market Fund Loans Other Total
Assets:
<S> <C> <C> <C> <C> <C>
Cash and cash equivalents $ - $ - $ 19,901 $ - $ 194,175
Investments:
Travelers Insurance Co.,
Guaranteed Rate - - - - 13,593,400
Scout Stock Fund, Inc. - - - - 2,007,851
Fidelity Magellan Fund - - - - 6,918,734
Fidelity Charles Street Trust - - - - 1,438,554
Fidelity Fixed Income Trust - - - - 704,867
Fidelity Retirement Money
Market 341,558 - - - 341,558
Sealright Co., Inc. common
stock - 722,786 - - 722,786
Multiple promissory notes - - 793,884 - 793,884
Total investments 341,558 722,786 793,884 - 26,521.634
Total assets 341,558 722,786 813,785 - 26,715,809
Liabilities:
Payable to participants for
excess participant
contributions - - - 52,393 52,393
Bank Overdraft 10,290 21 - - 193,515
Other Liabilities - - - 7,650 7,650
Total Liabilities 10,290 21 - 60,043 253,558
Net assets available
for benefits $ 331,268 $ 722,765 $ 813,785 $ (60,043) $26,462,251
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
SEALRIGHT
LONG TERM SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
(Part I)
For the year ended December 31, 1997
<CAPTION>
Participant directed
Travelers
Insurance Fidelity Fidelity
Co. Group Scout Fidelity Asset Investment
Annuity Stock Magellan Manager Grade
Contract Fund Fund Fund Bond Fund
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest $ 891,418 $ - $ - $ - $ -
Net appreciation - 400,931 1,695,679 276,659 62,558
Total investment income 891,418 400,931 1,695,679 276,659 62,558
Participant contributions 626,748 198,521 630,062 - 79,990
Employer contributions - - - - -
Forfeitures (1,607) (572) (2,659) (989) (690)
Transfers from (to) other
funds 4,697 1,334,757 (857,683) (423,524) (32,722)
Total additions 1,521,256 1,933,637 1,465,399 (147,854) 109,136
Deductions:
Termination distributions 2,763,347 386,409 1,300,234 260,812 169,442
Withdrawals 97,541 12,914 55,292 6,849 10,352
Other deductions 5,280 1,268 3,360 341 403
Net increase (decrease) (1,344,912) 1,533,046 106,513 (415,856) (71,061)
Net assets available for
benefits:
Beginning of year 13,612,016 2,039,642 6,757,389 1,562,421 683,008
End of year 12,267,104 3,572,688 6,863,902 1,146,565 611,947
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
SEALRIGHT
LONG TERM SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
(Part II)
For the year ended December 31, 1997
<CAPTION>
Participant directed
Fidelity Sealright
Retirement Company
Money Stock Participant
Market Fund Loans Other Total
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest $ - $ - $ 37,362 $ - $ 928,780
Net appreciation 17,337 150,472 - - 2,603,636
Total investment income 17,337 150,472 37,362 - 3,532,416
Participant contributions - 97,515 - 60,143 1,692,979
Employer contributions - 459,571 - 16,768 476,339
Forfeitures (674) (4,050) - - (11,241)
Transfers from (to) other
funds 5,095 (76,557) (14,106) 60,043 -
Total additions 21,758 626,951 23,256 136,954 5,690,493
Deductions:
Termination distributions 83,958 140,468 354,635 - 5,459,305
Withdrawals 668 4,792 39,013 - 227,421
Other deductions 204 916 - - 11,772
Net increase (decrease) (63,072) 480,775 (370,392) 136,954 (8,005)
Net assets available for
benefits:
Beginning of year 331,268 722,765 813,785 (60,043) 26,462,251
End of year 268,196 1,203,540 443,393 76,911 26,454,246
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
SEALRIGHT
LONG TERM SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
(Part I)
For the year ended December 31, 1996
<CAPTION>
Participant directed
Travelers
Insurance Fidelity Fidelity
Co. Group Scout Fidelity Asset Investment
Annuity Stock Magellan Manager Grade
Contract Fund Fund Fund Bond Fund
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest $ 812,265 $ - $ - $ - $ -
Net appreciation
(depreciation) - 197,545 737,717 178,301 21,468
Total investment income 812,265 197,545 737,717 178,301 21,468
Participant contributions 888,619 261,968 775,370 34,503 120,341
Employer contributions 41,098 10,143 34,505 8,663 5,082
Forfeitures (4,064) (1,540) (5,657) (2,864) (33)
Transfers from (to) other
funds 663,673 26,791 (633,007) (218,728) (20,962)
Total additions 2,401,591 494,907 908,928 (125) 125,896
Deductions:
Termination distributions 1,301,115 134,315 362,825 132,056 114,129
Withdrawals 122,721 8,129 40,482 11,217 5,865
Refund to participants for
excess participant
contributions - - - - -
Other deductions 7,616 883 3,408 489 544
Net increase (decrease) 970,139 351,580 502,213 (143,887) 5,358
Net assets available for
benefits:
Beginning of year 12,641,877 1,688,062 6,255,176 1,706,308 677,650
End of year 13,612,016 2,039,642 6,757,389 1,562,421 683,008
See accompanying notes to financial statements.
</TABLE>
<PAGE>
<TABLE>
SEALRIGHT
LONG TERM SAVINGS PLAN
Statement of Changes in Net Assets Available for Benefits
(Part II)
For the year ended December 31, 1996
<CAPTION>
Participant directed
Fidelity Sealright
Money Company
Retirement Stock Participant
Market Fund Loans Other Total
<S> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest $ - $ - $ 57,521 $ - $ 869,786
Net appreciation
(depreciation) 18,759 (113,978) - - 1,039,812
Total investment income 18,759 (113,978) 57,521 - 1,909,598
Participant contributions 11,257 98,683 - - 2,190,741
Employer contributions 3,030 533,071 - - 635,592
Forfeitures (1,417) (1,098) - (7,650) (24,323)
Transfers from (to) other
funds (47,341) 214,931 5,879 8,764 -
Total additions (15,712) 731,609 63,400 1,114 4,711,608
Deductions:
Termination distributions 26,570 7,603 105,927 - 2,184,540
Withdrawals 10,127 626 - - 199,167
Refund to participants for
excess participant
contributions - - - 52,393 52,393
Other deductions 719 615 - - 14,274
Net increase (decrease) (53,128) 722,765 (42,527) (51,279) 2,261,234
Net assets available for
benefits:
Beginning of year 384,396 - 856,312 (8,764) 24,201,017
End of year 331,268 722,765 813,785 (60,043) 26,462,251
See accompanying notes to financial statements.
</TABLE>
<PAGE>
SEALRIGHT
LONG TERM SAVINGS PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(1) Description of Plan
The following description of the Sealright (the Company) Long
Term Savings Plan (the Plan) provides only general
information. Participants should refer to the plan agreement
for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan for nonunion hourly
and salaried employees who have attained age twenty-one,
completed one year of service and worked at least 1,000
hours during that year. All active participants in
these plans were immediately eligible for the Plan. It
is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions
The participants may elect to make basic contributions of up
to a maximum of 5% of compensation. The employer matches
50% of basic contributions. The participants may elect
to make supplemental contributions that will not be
matched by the employer. Total participant
contributions cannot exceed 15% of compensation and must
be designated by the participant as before-tax or after-tax.
Effective January 1, 1998, the Plan eliminated the
distinction of basic and supplemental contributions.
The participants may elect to make contributions of up
to 15% of compensation before tax, of which the employer
will match 50% of the first 5% elected by the
participant. The participants may elect to make
contributions of up to 7% of compensation after tax, of
which none will be matched by the employer.
Investment Options
The participants may invest in any combination of the
Travelers Insurance Company Guaranteed Rate Contract,
the Scout Stock Fund, the Fidelity Magellan Fund, the
Fidelity Investment Grade Bond Fund or the Sealright
Company Stock Fund through 1997. Effective January 1,
1998, the participants may invest in any combination of
the Sealright Company Stock Fund, the Janus Overseas
Fund, the State Street Global Advisors Small Cap Fund,
the Oakmark Fund, the State Street Global Advisors S & P
500 Index Fund, the Dodge and Cox Balanced Fund, the
Fidelity Advisors High Yield Fund, or the Fixed Income
Fund, which is a blended investment fund comprised of
money invested with the Travelers Insurance Company
Guaranteed Rate Contract and the State Street Global
Advisors Guaranteed Fund.
The Company established a mapping strategy from the
investment alternatives which existed in 1997 to the
investment alternatives effective January 1, 1998, with
similar investment characteristics. Participants were
able to transfer their balances between funds prior to
December 22, 1997 in preparation for the conversion
associated with the mapping strategy. Effective January
1, 1998, all new contributions are invested in the 1998
investment alternatives based on participant elections
on January 1, 1998. Participants may transfer balances
under the new elections effective March 16, 1998.
Effective March 3, 1996, Company contributions were
invested, and must remain invested, in the Sealright
Common Stock Fund. Participants cannot direct the
investment of these company contributions (and the
earnings thereon) into any other Fund.
The Fidelity Retirement Money Market Fund and the Fidelity
Asset Manager Fund were frozen March 3, 1996. Money
already invested on or before this date may remain
invested in these funds; however, no new money or
transfers from an existing fund may be invested in these
funds after March 3, 1996. Money may be transferred
from these funds to any other investment fund offered by
the Plan.
In March 1998, the Company agreed to merge with a
subsidiary of Huhtamaki Oy and exchange each share of
Sealright Co., Inc. common stock for $11.00 cash and
one-half share of Sealright Co., Inc.'s subsidiary, JPS
Packaging Company, subject to the approval of Sealright
Co., Inc.'s stockholders. The transaction is expected
to take place on or about June 30, 1998. As a part of
the transaction, Sealright Co., Inc. will no longer be a
U. S. publicly held company. Effective the date of the
transaction, the Sealright Common Stock Fund will no
longer be an investment alternative for participants,
nor the form of the employer match. It is expected that
the employer match will be in cash following the
transaction. The Plan has been directed to sell the
aggregate amount of JPS Packaging Company common stock
on the first day of trading, which is expected to be
July 1, 1998. The cash proceeds of $11.00 per share for
Sealright Co., Inc. common stock plus the cash received
from the sale of JPS Packaging Company common stock is
expected to be reinvested into the remaining available
investment alternatives in the Plan according to the
source. Employee proceeds are expected to be deposited
into the State Street Stable Value Fund. Employer match
proceeds are expected to be reallocated according to the
participant's investment allocation as of July 1, 1998.
All assets currently held by the Plan for the benefit of
JPS Packaging Company participants are expected to be
transferred to the JPS Packaging Company Savings Plan.
Participant Loans
Participant Loans - Participants may borrow from their fund
accounts a minimum of $500 up to a maximum equal to the
lesser of $50,000 or 50% of their vested account
balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the participant
loans fund. Loan terms range from one to five years or
up to thirty years for the purchase of a primary
residence. The loans are secured by the balance in the
participant's account. Interest rates range from 8.25%
to 8.50%, depending upon the type of loan. Principal
and interest is paid ratably through payroll deductions
for participants actively employed and through payments
made directly to the Trustee for those participants who
are not actively employed.
Payment of Benefits - On termination of service due to
death, disability, retirement or other reasons, a
participant may elect to receive either a lump-sum
amount equal to the value of the participant's vested
account, an annuity purchased from an insurer, or annual
installments over a period not extending beyond the life
expectancy of the participant and designated
beneficiary.
Participant Accounts - Each participant's account is
credited with the participant's contribution and an
allocation of the Company's contribution and Plan
earnings. Allocations are based on participant earnings
or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be
provided from the participant's vested account.
Vesting
Participants are immediately vested in their voluntary
contributions plus actual earnings thereon.
Participants vest in the Company's contribution based on
continuous service to the Company, generally 20% after
one year and 20% thereafter until fully vested.
Participants become immediately vested (1) upon the
participant's death if employed by the Company at the
time of death, (2) twelve months after the participant
becomes totally disabled, (3) upon normal retirement, or
(4) date of termination or partial termination of the
Plan or the date all employer contributions cease under
the Plan.
Forfeitures
Any amount forfeited by a participant reduces future
employer contributions.
Termination
The Company has the right, under the plan agreement, to
terminate the Plan, although the Company has expressed
no intent to do so. Upon termination, each participant
and the beneficiary of each deceased participant shall
be vested with all rights to any funds in their accounts
as of the date of termination.
(2) Summary of Significant Accounting Policies
Basis of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting.
Investment Valuation
The Plan's investments are stated at fair value except for
its investment in Travelers Insurance Company Group
Annuity Contract, which is valued at contract value,
cost plus accrued interest. If available, quoted market
prices are used to value investments.
The Plan has entered into a fully benefit-responsive
investment contract with The Travelers Insurance Company
(Travelers). Travelers maintains the contributions in a
pooled account. The account is credited with earnings
on the underlying investments and charged for Plan
withdrawals. The contract is included in the financial
statements at contract value (cost plus accrued
interest), which approximates fair value, as reported to
the Plan by Travelers. The average annual yield for
1997 and 1996 was 6.9% and 6.2%, respectively. The
crediting interest rate of the contract at December 31,
1997 and 1996 was 6.5%.
At December 31, 1997 and 1996, investments which exceed 5% of the net
assets available for benefits were as follows:
1997 1996
Insurance Contract:
Travelers Insurance Company,
Guaranteed Rate $12,267,104 $13,593,400
Mutual Funds:
Scout Stock Fund, Inc. $ - 2,007,851
Fidelity Magellan Fund - 6,918,734
Fidelity Charles Street Trust - 1,438,554
Administrative Expenses
All administrative expenses of the Plan are paid by the Company.
Use of Estimates
The Plan Administrator has made a number of estimates and
assumptions relating to the reporting of assets and
liabilities and the disclosure of contingent assets and
liabilities to prepare these financial statements in
conformity with generally accepted accounting
principles. Actual results could differ from those
estimates.
(3) Income Tax Status
The Plan has received a favorable determination letter from
the Internal Revenue Service, dated November 12, 1994,
indicating that it is qualified under Section 401(a) of
the Internal Revenue Code and, therefore, the related
trust is exempt from tax under Section 501(a) of the
Internal Revenue Code.
The Plan Administrator is not aware of any activity or transactions
that may adversely affect the qualified status of the Plan.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Sealright Co., Inc., the trustees of the Sealright Long
Term Savings Plan, have duly caused this Annual Report to
be signed on its behalf by the undersigned hereunto duly
authorized.
SEALRIGHT LONG TERM SAVINGS PLAN
By /s/ Win Zoellner
Name and Title Win Zoellner, Treasurer
Date July 13, 1998
<TABLE>
Schedule 1
SEALRIGHT
LONG-TERM SAVINGS PLAN
Item 27a - Schedule of Assets Held for Investment Purposes
December 31, 1997
<CAPTION>
(c)
(b) Description of investment
Identity of issue, including maturity date, (e)
borrower, lessor rate of interest, collateral, (d) Current
(a) or similar party par or maturity value Cost Value
<S> <C> <C> <C> <C>
The Travelers Insurance contract guaranteed
rate, Contract No. 12313,
variable $12,267,104 $12,267,104
* Sealright Co. Inc. 97,256 shares of common
stock 1,168,218 1,204,026
* Multiple promissory Participant loans, Sealright
notes Co., Inc., interest rates
ranging from 8.25% to 8.50% 443,700 443,700
$13,879,022 $13,914,830
*Investment with party-in-interest to the Plan.
See accompanying independent auditors' report.
</TABLE>
<PAGE>
<TABLE>
Schedule 2
SEALRIGHT
LONG-TERM SAVINGS PLAN
Item 27d - Schedule of Reportable Transactions
Year ended December 31, 1997
<CAPTION>
(h)
(f) Current
Expense value of
(a) (b) (c) (d) (e) incurred (g) asset on (i)
Identity of Description Purchase Selling Lease with Cost of transaction Net Gain
party involved of asset Price Price Rentals transaction asset date or loss
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Travelers Guaranteed
Rate Contract $1,723,597 $ - $ - $ - $1,723,597 $1,723,597 -
Travelers Guaranteed
Rate Contract - 3,378,869 - - 3,378,869 3,378,869 -
Fidelity
Magellan Fund 316184-10-0 1,902,405 - - - 1,902,405 1,902,405 -
Fidelity
Magellan Fund 316184-10-0 - 2,949,182 - - 2,496,572 2,949,182 452,610
Scout Stock
Fund, Inc. 810638-10-6 2,001,494 - - - 2,001,494 2,001,494 -
Scout Stock
Fund, Inc. 810638-10-6 - 612,319 - - 541,833 612,319 70,486
See accompanying independent auditor's report.
</TABLE>
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Sealright Co., Inc.:
We consent to incorporation by reference in the registration
statement (No.333-00979) on Form S-8 of Sealright Co., Inc. of
our report dated June 22, 1998, relating to the statements of net
assets available for benefits of Sealright Long Term Savings Plan
as of December 31, 1997 and 1996, and the related statements of
changes in net assets available for benefits for the years then
ended and the related supplemental schedules of assets held for
investment purposes and reportable transactions, which report is
included herein.
/s/ KPMG Peat Marwick, LLP
Kansas City, Missouri
July 13, 1998
