Prospectus RULE 424(B)(3) FILING
REGISTRATION STATEMENT NO. 33-54181
45,678 SHARES
SEALED AIR CORPORATION
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus relates to 45,678 outstanding shares
(the "Shares") of Common Stock, par value $0.01 per share (the
"Common Stock"), of Sealed Air Corporation, a Delaware
corporation ("Sealed Air"), that are being sold for the account
of certain stockholders (collectively, the "Selling
Stockholders") of Sealed Air. Under certain circumstances,
Instapak France S.A., a wholly-owned subsidiary of Sealed Air,
may receive a portion of the proceeds of the sale of the Shares.
See "Plan of Distribution" for a brief description of such
circumstances and of the plan of distribution of the Shares.
The Common Stock is traded on the New York Stock
Exchange. The last reported sale price of Sealed Air Common
Stock on the New York Stock Exchange-Composite Transaction Index
on July 14, 1994 was $29.50 per share.
Neither delivery of this Prospectus nor any disposition
or acquisition of Common Stock made pursuant to this Prospectus
shall, under any circumstances, create any implication that there
has been no change in the information set forth herein or
incorporated by reference herein since the date of this
Prospectus or since the dates as of which information is set
forth herein or incorporated by reference herein. No person is
authorized to give any information or to make any representations
other than as contained herein, and if given or made, such
information or representations must not be relied upon as having
been authorized by Sealed Air. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
shares of the Common Stock in any state to any person to whom it
is unlawful to make such offer or solicitation in such state.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 15, 1994.
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STATEMENT OF AVAILABLE INFORMATION
Sealed Air is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission ("SEC"). Such reports, proxy statements and other
information filed by Sealed Air can be inspected and copied at
the Public Reference Section of the SEC located at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at regional
public reference facilities maintained by the SEC located at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and at
7 World Trade Center, Suite 1300, New York, New York 10048.
Certain of such materials are also available through the SEC's
Electronic Data Gathering and Retrieval System ("EDGAR"). Copies
of such material can be obtained from the Public Reference
Section of the SEC by mail at prescribed rates. Requests should
be directed to the SEC's Public Reference Section, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Sealed Air's reports, proxy statements and other information
concerning Sealed Air can also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York
10005.
Sealed Air has filed with the SEC a Registration
Statement (together with all amendments and exhibits thereto,
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") covering the securities offered
hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which
are omitted from this Prospectus in accordance with the rules and
regulations of the SEC. For further information, reference is
made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Sealed Air (File No.
1-7834) with the SEC are incorporated by reference into this
Prospectus:
(a) Sealed Air's Annual Report on Form 10-K for the
year ended December 31, 1993, which incorporates by reference
audited consolidated financial statements of Sealed Air for the
three years ended December 31, 1993 that appear in Sealed Air's
1993 Annual Report to Stockholders;
(b) Sealed Air's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994; and
(c) the description of Sealed Air's capital stock
which is contained in Item 1 of Sealed Air's Registration
Statement on Form 8-A dated May 1, 1979.
All documents filed by Sealed Air with the SEC pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
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termination of the offering of the securities covered by this
Prospectus shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the respective date
of filing of each such document.
Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other
subsequently filed documents which also is or is deemed to be
incorporated by reference herein or in any prospectus supplement
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
Copies of the above documents (excluding exhibits to
such documents, unless such exhibits have been specifically
incorporated by reference therein) may be obtained upon oral or
written request without charge from the Secretary, Sealed Air
Corporation, Park 80 East, Saddle Brook, New Jersey 07663-5291
(telephone number 201-791-7600).
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THE COMPANY
Sealed Air Corporation and its subsidiaries are engaged
primarily in the manufacture and sale of protective and specialty
packaging materials and systems.
Sealed Air, originally formed in 1960, was incorporated
in Delaware in 1969. Sealed Air's principal executive offices
are located at Park 80 East, Saddle Brook, New Jersey 07663-5291
(Telephone: 201-791-7600).
SELLING STOCKHOLDERS
The shares subject to this offering (the "Shares"),
listed below, may be offered hereunder from time to time by the
Selling Stockholders named below from the date of this Prospectus
so long as the Registration Statement of which this Prospectus
forms a part remains effective. Sealed Air has agreed with the
Selling Stockholders to use its commercially reasonable efforts
to keep the Registration Statement of which this Prospectus forms
a part effective until May 9, 1997.
Names of Selling Number of Shares Number of Shares
Stockholders Held Prior to Subject to
This Offering This Offering
Delamare Sovra, S.A. 38,948 38,948
Etablissements Pierre 6,730 6,730
Delamare et Compagnie, S.A.
The Selling Stockholders acquired the Shares pursuant
to a Stock Purchase Agreement dated February 25, 1994 (the "Stock
Purchase Agreement") among Sealed Air, Instapak France S.A., a
French societe anonyme that is a wholly-owned subsidiary of
Sealed Air ("Instapak"), Delamare Sovra S.A., and Etablissements
Pierre Delamare et Compagnie S.A. ("Etablissements Delamare"),
each of the latter two companies being a French societe anonyme
(the latter two companies being collectively referred to herein
as the "Selling Stockholders"), and Mr. Pierre Delamare, a French
citizen ("Mr. Delamare"). Pursuant to the Stock Purchase
Agreement, on May 9, 1994, Instapak acquired all of the
outstanding capital stock of Delsopak S.A., a French societe
anonyme formed by the Selling Stockholders to conduct the
packaging business carried on prior to such acquisition by the
Selling Stockholders ("Delsopak"). The Stock Purchase Agreement
provides for Instapak to pay the purchase price for the
outstanding capital stock of Delsopak in two installments of
FF7,500,000, the first of which was paid on May 9, 1994 by the
issuance of the Shares and the second of which is required to be
paid on May 9, 1996
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either in cash or, at Instapak's option, in
shares of Sealed Air's Common Stock valued at the time such
shares are issued.
In connection with the transactions contemplated by the
Stock Purchase Agreement, Delsopak entered into a Patent License
Agreement dated May 9. 1994 (the "License Agreement") with
Establissements Delamare and Mr. Delamare pursuant to which
Delsopak licensed certain patents used in its business from
Establissements Delamare in return for a license fee of
FF10,000,000, of which 50% was paid in cash on May 9, 1994 and
50% is due on May 9, 1996. Delsopak has the option of paying the
second such installment either in cash or in shares of Sealed
Air's Common Stock valued at the time such shares are issued.
Sealed Air has agreed with the Selling Stockholders that, if
additional shares of Sealed Air's Common Stock are issued or
otherwise delivered in payment of the amounts due under the Stock
Purchase Agreement or the License Agreement on May 9, 1996, it
will file a registration statement with respect to the shares so
issued or delivered so as to permit their resale by the Selling
Stockholders on substantially the same terms and conditions as
this Registration Statement.
Based on information furnished to Sealed Air by the
Selling Stockholders, the only shares of Common Stock of Sealed
Air owned by the Selling Stockholders are the shares which they
acquired in the transactions contemplated by the Stock Purchase
Agreement. The Stock Purchase Agreement contains mutual
indemnification provisions covering this registration and
offering.
PLAN OF DISTRIBUTION
Pursuant to the Stock Purchase Agreement, the Selling
Stockholders have deposited the Shares covered by the
Registration Statement with French American Banking Corporation.
If, within 30 days after Sealed Air has given notice of the
effectiveness of the Registration Statement to the Selling
Stockholders, the Selling Stockholders cause such bank to sell
any of the Shares covered by the Registration Statement, then (a)
if the net proceeds of the sale of such shares divided by the
number of shares sold within such 30-day period exceeds $29.10
per share, the Selling Stockholders shall cause such bank to pay
such excess amount to Instapak and (b) if the net proceeds of the
sale of such shares divided by the number of shares sold within
such 30-day period is less than $29.10 per share, Sealed Air will
cause Instapak to pay the amount of such shortfall to the Selling
Stockholders. Proceeds of the sale that are paid to Instapak, if
any, will be added to working capital. The Selling Stockholders
shall be responsible for payment of all commissions with respect
to the sale of such shares within such 30-day period.
If the Selling Stockholders do not sell all of the
Shares within the 30-day period specified in the preceding
paragraph, then the rights and obligations with respect to the
$29.10 per share sale price set forth in the preceding paragraph
shall cease with respect to the unsold Shares. In that event,
Sealed Air has been advised that such unsold Shares may be sold
from time to time by the Selling Stockholders or by their
pledgees, donees, transferees or other successors in interest.
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Such sales may be made in one or more transactions on
the New York Stock Exchange, including ordinary brokers'
transactions through French American Banking Corporation or any
broker selected by the Selling Stockholders, block transactions,
privately negotiated transactions effected on that Exchange, or
through sales to one or more brokers or dealers for resale of
such Shares as principals on or off such Exchange, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Sealed Air has
also been advised that usual and customary or specially
negotiated brokerage fees or commissions may be paid by the
Selling Stockholders in connection with such sales, where
appropriate, and that no agreements, arrangements or
understandings have been entered into with brokers or dealers
pertaining to the distribution of such Shares other than as
described above.
The Selling Stockholders and any brokers or dealers
that participate with the Selling Stockholders in effecting
transactions in the Shares may be deemed, without so admitting,
to be underwriters. Any profits received by the Selling
Stockholders and any discounts, fees or commissions received by
such brokers or dealers might be deemed to be underwriting
discounts or commissions under the Securities Act. In addition,
any of the Shares that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
LEGAL OPINION
The validity of the shares of Common Stock offered
hereby has been passed upon for Sealed Air by Robert M. Grace,
Jr., Esq., General Counsel and Secretary of Sealed Air. As of
the date of this Prospectus, Mr. Grace was employed by Sealed Air
and owned was the beneficial owner of approximately 45,904 shares
of Sealed Air Common Stock, certain of which are subject to a
right of forfeiture in favor of Sealed Air.
EXPERTS
The consolidated financial statements and financial
statement schedules of Sealed Air and its subsidiaries as of
December 31, 1993 and 1992 and for each of the years in the
three-year period ended December 31, 1993 incorporated by
reference in this Prospectus and in the Registration Statement
have been incorporated by reference herein and in the
Registration Statement in reliance upon the reports of KPMG Peat
Marwick, independent certified public accountants, and upon the
authority of such firm as experts in auditing and accounting.
The report of KPMG Peat Marwick covering the December 31, 1993
consolidated financial statements refers to a change in Sealed
Air's method of accounting for income taxes.
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