<PAGE> 1
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 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
SEALED AIR CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
SEALED AIR CORPORATION
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
/ / 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 registrations 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:
- --------------------------------------------------------------------------------
- ---------------
(1)Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE> 2
(LOGO)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1994
------------------
The Annual Meeting of Stockholders of Sealed Air Corporation, a Delaware
corporation (the "Company"), will be held on May 20, 1994 at 11:00 A.M., Eastern
Daylight Savings Time, at the offices of the Company at Park 80 East, Second
Floor, Saddle Brook, New Jersey 07662-5291, for the following purposes:
1. to elect directors;
2. to ratify the appointment of KPMG Peat Marwick as the independent
auditors of the Company for the fiscal year ending December 31,
1994; and
3. to transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 23, 1994 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Annual Meeting.
A copy of the Company's 1993 Annual Report to Stockholders has been sent to
all stockholders of record. Additional copies are available upon request.
The Company invites you to attend the meeting so that management can review
the past year with you, listen to your suggestions, and answer any questions you
may have. In any event, because it is important that as many stockholders as
possible be represented at the meeting, please review the attached Proxy
Statement promptly and then complete and return the enclosed proxy in the
accompanying post-paid, addressed envelope. If you attend the meeting, you may
vote your shares personally even though you have previously mailed the enclosed
proxy.
By Order of the Board of Directors
ROBERT M. GRACE, JR.
Secretary
Saddle Brook, New Jersey
March 30, 1994
<PAGE> 3
SEALED AIR CORPORATION
PARK 80 EAST
SADDLE BROOK, NEW JERSEY 07662-5291
PROXY STATEMENT
DATED MARCH 30, 1994
------------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 20, 1994
------------------------
GENERAL INFORMATION
This Proxy Statement is being furnished to the stockholders of Sealed Air
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies for use at the Annual Meeting of Stockholders (the
"Annual Meeting") to be held at the offices of the Company at Park 80 East,
Second Floor, Saddle Brook, New Jersey at 11:00 A.M., Eastern Daylight Savings
Time, on May 20, 1994 and at any adjournments thereof. The enclosed proxy is
being solicited by the Board of Directors of the Company.
Shares can be voted at the Annual Meeting only if the record owner of such
shares duly executes and returns a proxy representing such shares or if the
record owner of the shares votes in person or by proxy at the Annual Meeting.
Shares represented by proxies so executed and returned will be treated as being
present for the purpose of determining the presence of a quorum at the meeting.
If a stockholder specifies on the proxy the manner in which such stockholder's
shares are to be voted on a matter, the shares represented by the proxy will be
voted in accordance with such specification. If a stockholder does not make such
a voting specification, such shares will be voted in the manner recommended by
the Board of Directors as indicated in this Proxy Statement and on the proxy.
Stockholders who own shares through a brokerage firm, bank or other nominee
should expect to be contacted by such institution for voting instructions. Under
the rules of the New York Stock Exchange, Inc., brokers who hold shares in
street name for customers have the authority to vote on certain items when they
have not received instructions from their customers who are the beneficial
owners of such shares. The Company understands that, unless instructed to the
contrary by the beneficial owners of shares held in street name, brokers may
exercise such authority to vote on the election of directors and the
ratification of the appointment of the Company's auditors. Any shares owned
through a brokerage firm, bank or other nominee that are not voted on any of the
matters to be considered at the meeting will not be considered as present and
entitled to vote at the meeting.
A stockholder of record giving the enclosed proxy has the power to revoke
it at any time before it is exercised by giving written notice to the Company
bearing a later date than the proxy, by the execution and delivery to the
Company of a subsequently dated proxy, or by voting in person at the Annual
Meeting. Any stockholder may vote in person at the Annual Meeting whether or not
he or she has previously given a proxy.
Each participant in the Company's Profit-Sharing Plan will receive a
separate voting instruction card requesting that the participant provide voting
instructions to Bankers Trust Company, trustee for the Profit-Sharing Plan (the
"Trustee"), for the shares of Common Stock allocated to his or her account in
such Plan. The Trustee will vote such shares as directed by each participant who
provides voting instructions to it. In accordance with the terms of such Plan,
shares allocated to the accounts of participants who do not provide voting
instructions will be voted by the Trustee in the same proportion as shares are
voted for participants who provide voting instructions.
This Proxy Statement and the enclosed proxy are first being mailed to
stockholders on or about March 30, 1994.
<PAGE> 4
VOTING SECURITIES
The only voting securities of the Company are the outstanding shares of its
common stock, par value $0.01 per share ("Common Stock"). As of March 23, 1994,
19,901,755 shares of Common Stock were issued and outstanding. Each stockholder
is entitled to one vote for each share of Common Stock held. Only holders of
record of Common Stock at the close of business on March 23, 1994 will be
entitled to notice of and to vote at the Annual Meeting.
A majority of such outstanding shares present in person or represented by
proxy will constitute a quorum for the transaction of business at the Annual
Meeting. Under the Company's By-Laws and the laws of the State of Delaware,
directors are elected by a majority of the votes cast in the election, and the
ratification of the appointment of auditors and any other matters to be
considered at the Annual Meeting will be decided by the vote of the holders of a
majority of the shares present in person or represented by proxy at the Annual
Meeting.
The following table sets forth, as of March 15, 1994, the number and
percentage of outstanding shares of the Company's Common Stock (i) beneficially
owned by each person known to the Company to be the beneficial owner of more
than 5 percent of the then outstanding shares of Common Stock, (ii) beneficially
owned, directly or indirectly, by each director and nominee for election as a
director and by each of the executive officers of the Company named in the
Summary Compensation Table set forth on page 7, and (iii) beneficially owned,
directly or indirectly, by all directors and executive officers of the Company
as a group. Except as indicated below, none of the directors or executive
officers listed below beneficially owns more than 1% of the outstanding shares
of Common Stock.
<TABLE>
<CAPTION>
PERCENTAGE
SHARES OF OF
COMMON STOCK OUTSTANDING
BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK
- ---------------------------------------------------- ------------------ ------------
<S> <C> <C>
Dietche & Field Advisers, Inc.(1)................... 1,108,000 5.6%
437 Madison Avenue
New York, New York 10022
The Equitable Companies Incorporated(2)............. 2,500,500 12.6%
787 Seventh Avenue
New York, New York 10019
Tiger Management Corporation(3)..................... 1,194,102 6.0%
101 Park Avenue
New York, New York 10178..........................
John K. Armstrong................................... 5,400
John K. Castle...................................... 4,668
Lawrence R. Codey................................... 800
T. J. Dermot Dunphy................................. 523,734(4)(5) 2.6%
Charles F. Farrell, Jr.............................. 10,200(5)
David Freeman....................................... 700
Elmer N. Funkhouser III............................. 105,689(4)(5)
William V. Hickey................................... 110,025(4)
Shirley A. Jackson.................................. 2,400
Warren H. McCandless................................ 63,897(4)
Alan H. Miller...................................... 221,210 1.1%
Robert L. San Soucie................................ 3,600(5)
Dale Wormwood....................................... 71,588(4)
All directors and executive officers as a group (20
persons).......................................... 1,394,048(6) 7.0%
</TABLE>
- ------------
(1) Dietche & Field Advisers, Inc. has indicated in a Schedule 13G dated March
15, 1994 that it is the beneficial owner of such shares with sole voting
power as to such shares.
(2) An Amendment No. 6 to Schedule 13G dated February 9, 1994 was filed by The
Equitable Companies Incorporated ("Equitable") and by certain associated
companies, including Alpha Assurances I.A.R.D. Mutuelle, Alpha Assurances
Vie Mutuelle, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle
and Uni Europe Assurance Mutuelle, as a group, and AXA, indicating
beneficial ownership of such shares held by Equitable's subsidiaries
Alliance Capital Management, L.P. and Donaldson, Lufkin & Jenrette
Securities Corporation, with sole voting power as to 1,860,500 shares,
shared voting
2
<PAGE> 5
power as to 19,500 shares, sole investment power as to 2,499,900 shares and
shared investment power as to 600 shares.
(3) Tiger Management Corporation ("TMC") has indicated in an Amendment No. 2 to
Schedule 13G dated February 10, 1994 that it is the beneficial owner of such
shares, with sole voting and dispositive power as to such shares. Such
Amendment No. 2 to Schedule 13G indicates that Julian H. Robertson, Jr., the
majority shareholder of TMC, is the beneficial owner, with shared
dispositive power, of 45,000 shares. Such Amendment also states that Mr.
Robertson is the chairman, director and controlling shareholder of a
corporation that is the sole general partner of Panther Management Company,
L.P., a registered investment advisor that is the beneficial owner of 89,100
shares, with sole voting and dispositive power as to such shares.
(4) This figure includes approximately 33,134, 5,289, 6,225, 3,497, 3,788 and
92,085 shares of Common Stock held in the Company's Profit-Sharing Plan
trust fund, with respect to which Messrs. Dunphy, Funkhouser, Hickey,
McCandless and Wormwood and the executive officers of the Company who
participate in such Plan as a group, respectively, may, by virtue of their
participation in such Plan, be deemed to be beneficial owners. The
participants in such Plan include, in general, all full-time employees of
the Company except employees who are covered by collective bargaining
agreements that do not provide for their participation. As of March 15,
1994, approximately 1,180,500 shares of Common Stock were held in the trust
fund under such Plan, constituting approximately 5.9% of the outstanding
shares of Common Stock. Bankers Trust Company, the trustee of such Plan,
filed a Schedule 13G dated February 14, 1994 in which it disclaimed
beneficial ownership of the shares of Common Stock held as trustee of such
Plan. Beneficial ownership of such shares by the Profit-Sharing Plan is also
disclaimed.
(5) The number of shares held by Mr. Dunphy includes 35,400 shares held by him
as custodian for certain of his children. The number of shares held by Mr.
Farrell includes 5,600 shares held in a revocable retirement trust of which
he is the trustee and sole beneficiary. The number of shares held by Mr.
Funkhouser includes 1,600 shares held by him as custodian for one of his
children. Mr. San Soucie shares investment and voting power as to 1,560 of
the shares beneficially owned by him with his wife.
(6) This figure includes, without duplication, all of the outstanding shares
referred to in notes (4) and (5) above.
ELECTION OF DIRECTORS
At the Annual Meeting, the stockholders of the Company will elect the whole
Board of Directors to serve for the ensuing year and until their respective
successors are elected and qualify. The Board of Directors has designated as
nominees for election the eight persons named under "Information Concerning
Nominees" below. All such nominees currently serve as directors of the Company.
John K. Armstrong, a director since 1977, is not standing for re-election
to the Board of Directors and will be retiring as a director at the Annual
Meeting. Upon Mr. Armstrong's retirement from the Board, the size of the Board
will be reduced from nine to eight directors. The Board wishes to express its
appreciation to Mr. Armstrong for his many years of dedicated service to the
Company.
The shares represented by the enclosed proxy will be voted in favor of the
election as directors of the eight nominees named below unless otherwise
specified on the proxy. If any nominee becomes unavailable for any reason or if
a vacancy should occur before the election (which events are not anticipated),
the shares represented by the enclosed proxy may be voted in favor of such other
person as may be determined by the holders of such proxies.
3
<PAGE> 6
INFORMATION CONCERNING NOMINEES
The information appearing in the following table sets forth each nominee's
business experience during the past five years, the year in which such nominee
first became a director, and such nominee's age.
<TABLE>
<CAPTION>
DIRECTOR
NAME BUSINESS EXPERIENCE SINCE AGE
- ---------------------------- ---------------------------------------------- -------- ----
<S> <C> <C> <C>
John K. Castle (2) Chairman and Chief Executive Officer of Castle 1971 53
Harlan, Inc., a merchant banking firm, and
President and Chief Executive Officer of
Branford Castle, Inc., a holding company.
Director of Delaware Holdings, Inc., Delaware
Mutual Funds, INDSPEC Chemical Corporation,
Quantum Restaurant Group, Inc. and UNC Inc.
Lawrence R. Codey (1) President and Chief Operating Officer since 1993 49
September 1991 and previously Senior Vice
President-Electric of Public Service Electric
and Gas Company, a public utility. Director of
Public Service Enterprise Group Incorporated,
the Trust Company of New Jersey, and United
Water Resources Inc.
T. J. Dermot Dunphy President and Chief Executive Officer of the 1969 61
Company. Director of INDSPEC Chemical
Corporation, OSi Specialties, Inc., Public
Service Enterprise Group Incorporated, and UJB
Financial Corp.
Charles F. Farrell, Jr. (2) President of Crystal Creek Partners, Ltd., an 1971 63
investment management and business consulting
firm. Until August 1990, President of the
Thermador/Waste King Division of Masco Corp.,
a manufacturer of home improvement and
furnishing products. Director of Luminall
Paints, Inc. (3)
David Freeman (2) President since February 1991 and Chief 1993 49
Executive Officer since April 1993 of Loctite
Corporation, a manufacturer of adhesives and
sealants. He has held senior management
positions with Loctite Corporation for more
than five years. Director of Loctite Corpora-
tion.
Shirley A. Jackson (1) Professor of Physics, Rutgers University. 1992 47
Previously (part-time since September 1991),
research physicist at AT&T Bell Laboratories,
which performs research and development for
American Telephone and Telegraph Company.
Director of CoreStates Financial Corporation,
New Jersey Resources Corporation, and Public
Service Enterprise Group Incorporated.
Alan H. Miller (2) President and Chief Executive Office of Laird, 1984 60
Inc., a manufacturer of specialty folding
cartons and special commercial printing and a
distributor of rigid plastics. Director of The
Laird Group, PLC.
Robert L. San Soucie (1) Managing Director of MRV Financial Associates, 1971 66
a financial and management consulting firm.
</TABLE>
- ------------
(1) Member of the Audit Committee of the Board of Directors. Mr. San Soucie
serves as the chairman of such committee. Mr. Armstrong is also currently a
member of such committee.
(2) Member of the Organization and Compensation Committee of the Board of
Directors. Mr. Miller serves as the chairman of such committee.
(3) Mr. Farrell has advised the Company that from September 1990 to May 1991, he
served as chief operating officer of The Exhibit Place, Inc., a corporation
not affiliated with the Company, and that an involuntary petition in
bankruptcy was filed with respect to that corporation in mid-1991.
4
<PAGE> 7
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Company's Board of Directors maintains an Audit Committee and an
Organization and Compensation Committee. The members of such committees are
directors who are neither officers nor employees of the Company. The Board of
Directors has not established a nominating committee.
The principal responsibilities of the Audit Committee are to advise the
Board of Directors as to the selection of auditors, to confer with the firm
appointed to audit the books and accounts of the Company and its subsidiaries
and to determine, and from time to time report to the Board of Directors upon,
the scope of such auditing.
The principal responsibilities of the Organization and Compensation
Committee are to determine the compensation of the executive officers of the
Company and other employees with a base annual salary of $80,000 or more, to
administer the Company's Contingent Stock Plan and to authorize the issuance of
shares of the Company's Common Stock under the Contingent Stock Plan, to perform
the duties and responsibilities of the Board of Directors under the Company's
Profit-Sharing Plan (except the authority to determine the amount of the
Company's annual contribution to such Plan) and its Thrift and Tax-Deferred
Savings Plan, and to consider and advise the Board of Directors from time to
time with respect to the organization and structure of the management of the
Company. Such Plans are discussed under "Executive Compensation" below.
During 1993, the Board of Directors held six meetings, the Audit Committee
held three meetings, and the Organization and Compensation Committee held two
meetings (excluding in each case actions by unanimous written consent). All
members attended at least 75% of the aggregate number of meetings of the Board
and the committees on which they served.
DIRECTORS' COMPENSATION
Each member of the Board of Directors who is neither an officer nor
employee of the Company receives an annual retainer fee for serving as a
director. The Restricted Stock Plan for Non-Employee Directors (the "Directors
Stock Plan"), described below, provides for the payment of such annual retainer
in shares of the Company's Common Stock. During 1993, each eligible director who
was elected at the 1993 Annual Meeting of Stockholders received an annual
retainer grant of 600 shares of Common Stock at a price of $1.00 per share.
In addition, each member of the Audit Committee and the Organization and
Compensation Committee receives a retainer fee of $2,000 per year for serving as
a member of such committee, and the chairman of each such committee receives an
additional retainer fee of $1,500 per year for serving as such. Each director
who is neither an officer nor an employee of the Company also receives a fee of
$750 for each board or committee meeting attended. These fees are paid in cash
in quarterly installments. All directors are reimbursed for expenses incurred in
attending board or committee meetings.
The Directors Stock Plan provides for certain automatic grants of shares of
the Company's Common Stock to each director of the Company who is neither an
officer nor an employee of the Company. Each of the nominees for director other
than Mr. Dunphy is eligible for awards under the Directors Stock Plan. An
initial grant of 500 shares of Common Stock is awarded to each new eligible
director who has not been an officer or employee of the Company or any of its
subsidiaries within 12 months before his or her election as a director.
An annual grant of shares of Common Stock (the annual retainer grant
referred to above), consisting of a number of shares determined by dividing
$15,000 by the then current market price per share and rounding to the nearest
hundred shares, is awarded to each eligible director upon election at each
annual meeting of the stockholders. In addition to an initial grant of Common
Stock, an interim grant is awarded to any eligible director who is elected other
than at an annual meeting. The number of shares comprising an interim grant is
determined by taking a fraction of the number of shares obtained by dividing
$15,000 by the then current market price per share, where the fraction
corresponds to the fraction of the annual period remaining from the date of
election until the next annual meeting of stockholders, and rounding the result
to the nearest hundred
5
<PAGE> 8
shares. Prior to the issuance of Common Stock to an eligible director, the
director must pay the Company an issue price equal to the lesser of $1.00 per
share and ten percent (10%) of the market price per share, but not less per
share than the par value per share of the Common Stock. All grants to date under
the Directors Stock Plan have been made at an issue price of $1.00 per share.
Messrs. Codey and Freeman each received an initial grant of 500 shares and
an interim grant of 200 shares of Common Stock upon their election as directors
on December 16, 1993.
Shares of Common Stock issued under the Directors Stock Plan may not be
sold, transferred or encumbered while the director serves on the Board of
Directors. During this period, the director is entitled to receive any dividends
or other distributions in respect of shares of Common Stock and has voting
rights in respect of such shares. The restrictions on the disposition of shares
issued pursuant to the Directors Stock Plan terminate upon the occurrence of any
of certain events related to change of control of the Company that are specified
in the Directors Stock Plan.
6
<PAGE> 9
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION(1) CONTINGENT
---------------------- STOCK ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS AWARDS(2) COMPENSATION(3)
- ------------------------------- ----- --------- --------- ------------ ---------------
<S> <C> <C> <C> <C> <C>
T. J. Dermot Dunphy............ 1993 $ 363,600 $ 240,000 $1,350,000 $31,752
President and Chief 1992 363,600 180,000 -0- 28,391
Executive Officer 1991 348,600 240,000 800,000
Elmer N. Funkhouser III........ 1993 $ 203,600 $ 60,000 $ 450,000 $28,752
Senior Vice 1992 201,933 60,000 -0- 25,391
President 1991 189,433 70,000 256,000
William H. Hickey.............. 1993 $ 177,267 $ 65,000 $ 450,000 $24,907
Senior Vice 1992 168,600 50,000 -0- 21,981
President-Finance 1991 156,933 60,000 384,000
Warren H. McCandless........... 1993 $ 170,267 $ 62,000 $ 450,000 $24,239
Senior Vice 1992 161,933 48,000 -0- 21,133
President 1991 151,933 50,000 -0-
Dale Wormwood.................. 1993 $ 170,267 $ 70,000 $ 485,000 $25,993
Senior Vice 1992 161,933 50,000 -0- 23,122
President 1991 149,433 60,000 256,000
</TABLE>
- ------------
(1) Annual compensation is reported in this table before deducting before-tax
contributions deferred pursuant to Section 401(k) of the Internal Revenue
Code for the accounts of the named executive officers under the Company's
Thrift and Tax-Deferred Savings Plan (the "Thrift Plan"), discussed in note
3 below. Perquisites and other personal benefits, or securities or property
paid or accrued during each of 1992 and 1993 not otherwise reported, did not
exceed for any named executive officer the lesser of $50,000 or 10% of the
annual salary and bonus reported in the Summary Compensation Table for that
individual.
(2) Represents the fair market value on the date of award of awards made under
the Company's Contingent Stock Plan after deducting the purchase price of
the shares covered by such award. The total number of unvested shares held
by each of the named executive officers and their fair market value as of
December 31, 1993 are as follows: Mr. Dunphy: 135,600 shares; $4,288,350;
Mr. Funkhouser: 45,600 shares; $1,442,100; Mr. Hickey: 49,800 shares;
$1,574,925; Mr. McCandless: 24,600 shares; $777,975; and Mr. Wormwood:
42,400 shares; $1,340,900. Such awards, all of which were granted with a
vesting period of three years, vest as follows:
<TABLE>
<CAPTION>
1994 1995 1996
------- ---- ------
<S> <C> <C> <C>
T. J. Dermot Dunphy.......................... 75,600 -0- 60,000
Elmer N. Funkhouser III...................... 25,600 -0- 20,000
William V. Hickey............................ 29,800 -0- 20,000
Warren H. McCandless......................... 4,600 -0- 20,000
Dale Wormwood................................ 22,400 -0- 20,000
</TABLE>
During the vesting period, pursuant to the terms of such Plan, recipients
of awards are entitled to receive any dividends or other distributions with
respect to the unvested shares they hold.
7
<PAGE> 10
(3) Includes in each of 1992 and 1993 Company contributions to the Company's
Profit-Sharing Plan, matching contributions under the Company's Thrift Plan,
and premiums paid by the Company for supplemental universal life insurance
policies owned by the named executive officers. For 1993, such amounts were
as follows:
<TABLE>
<CAPTION>
1993 1993
PROFIT- 1993 INSURANCE
SHARING THRIFT PREMIUMS
-------- ------ --------
<S> <C> <C> <C>
T.J. Dermot Dunphy.................... $ 18,867 $3,385 $9,500
Elmer N. Funkhouser III............... 18,867 3,385 $6,500
William V. Hickey..................... 18,181 3,626 $3,100
Warren H. McCandless.................. 17,461 3,878 $2,900
Dale Wormwood......................... 17,621 3,822 $4,550
</TABLE>
The aggregate amount that may be set aside pursuant to the
Profit-Sharing and Thrift Plans for the benefit of any individual in
each year is subject to limitations imposed by the Internal Revenue
Code, as amended (the "Code"). The Company makes an annual contribution
to the Profit-Sharing Plan in an amount determined by the Board of
Directors. Subject to the limitations imposed by the Code, such
contribution is allocated to each participant's account in the Plan in
the proportion that such participant's annual compensation bears to the
aggregate annual compensation of all participants in the Plan.
Participants' interests in their accounts in the trust fund under the
Plan vest over a period of 60 months of service with the Company. Each
of the listed executive officers has more than 60 months of service
with the Company. For additional information concerning the
Profit-Sharing Plan, see "General Information" and "Voting Securities"
above. In general, all employees of the Company with at least six
months of employment are eligible to participate in the Thrift Plan,
except employees who are covered by collective bargaining agreements
that do not provide for their participation. Participants may, subject
to limitations imposed by law, contribute to the Thrift Plan by payroll
deduction up to 10% of their annual compensation on an after-tax basis
or on a before-tax basis pursuant to Section 401(k) of the Code. The
Company makes a matching contribution to the Thrift Plan equal to 50%
of the participant's contributions up to a maximum amount in any year
of 3% of the participant's annual compensation. Such matching
contributions vest after 24 months of Plan participation. Each of the
listed executive officers has participated in the Thrift Plan for more
than 24 months. Under applicable rules of the Securities and Exchange
Commission, information for years prior to 1992 is not required to be
included in this column.
REPORT OF ORGANIZATION AND COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The Company's executive compensation program consists of salaries, annual
bonuses tied to performance, and periodic awards under the Company's Contingent
Stock Plan. The Company's executive compensation philosophy is to provide
executive salaries that, based upon such sources of information (including
compensation surveys) as the Committee considers to be reliable and its own
judgment, are intended to be relatively modest when compared with manufacturing
companies of comparable size and annual bonuses that are intended to be somewhat
higher than those provided by such other companies. The Committee believes that
the compensation paid to the named executive officers is consistent with that
intention. As long-term incentive compensation, it is also part of the Company's
philosophy to make substantial awards of Common Stock under the Contingent Stock
Plan to the named executive officers as well as to other executives when, in the
judgment of the Committee, it is appropriate to do so.
This program is designed to provide appropriate incentives toward the
achievement of the Company's annual and long-term strategic objectives, to
support a performance-oriented environment based on the attainment of goals and
objectives that are intended to benefit the Company and its stockholders, to
create an identity of interests between the Company's executive officers and the
stockholders, and to attract or retain key executives who are important to the
Company's long-term success. The Committee believes that this program
effectively provides these incentives as evidenced by the Company's long-term
record of growth and enhancement of stockholder value.
8
<PAGE> 11
Salaries and Annual Bonuses
As noted elsewhere in this Proxy Statement, the Committee is responsible
for determining the compensation of the executive officers of the Company as
well as other executives with base salaries in excess of $80,000. The Committee
conducted an annual compensation review during the first quarter of 1993. In
connection with such review, the Company's chief executive officer submitted
recommendations to the Committee with respect to the other named executive
officers as well as the other executives whose compensation is determined by the
Committee. Following a review of such recommendations, the Committee approved
1992 cash bonuses and 1993 salary rates for the named executive officers as well
as such other executives with such modifications to the chief executive
officer's recommendations as the Committee deemed appropriate, none of which
were material. Salary adjustments for the named executive officers are
determined principally by growth of or changes in the responsibilities of the
particular named executive officer as well as by the Committee's evaluation of
changes in the market demand for executives of the capability and experience
employed by the Company in the context of the total compensation paid to the
particular named executive officer.
The Committee evaluates the performance of the chief executive officer,
reviews its evaluation with him, and based on such evaluation and review
determines his compensation and performance and bonus objectives. The Committee
and the chief executive officer believe that his annual compensation should be
weighted somewhat toward annual incentive compensation in the form of cash
bonuses rather than salary but that, on an overall basis, his compensation
should be weighted more heavily toward long-term incentive compensation derived
from equity ownership in the Company through the Contingent Stock Plan.
Accordingly, Mr. Dunphy's salary, which was last increased in 1991, remained at
the same rate in 1993 as that established in 1991. Salary increases in 1993 for
the other executive officers named in the Summary Compensation Table ranged from
zero to 5%. These salary increases were based primarily upon the factors
discussed above.
In connection with the annual compensation review conducted in the first
quarter of 1993, based upon recommendations submitted to the Committee by the
chief executive officer and the Committee's determination of Mr. Dunphy's
performance objectives, the Committee also established 1993 annual cash bonus
objectives that were tied to corporate and personal performance goals for 1993.
The Committee endeavors to set such annual cash bonus objectives at a level that
links a substantial portion of each individual's annual cash compensation to the
attainment of such performance goals, with the intention of providing
appropriate incentives to their attainment.
The principal measure of corporate performance that is used to establish
annual cash bonuses is the extent to which the Company's business plan for the
year in question, which is developed prior to the beginning of such year by
management and approved by the Board of Directors, is attained. No single
measure of financial performance is relied upon exclusively to measure
attainment of the Company's business plan. However, the greatest weight is given
to the achievement of budgeted targets for net sales, operating income, net
earnings, and measures of expense control and balance sheet management including
cash flow measures such as earnings before taxes, interest, depreciation and
amortization (commonly referred to as "EBDITA"). The Company does not make its
business plan public, nor does the Company make public projections of its
financial performance. Accordingly, the specific financial targets upon which
such annual cash bonus objectives are based are not publicly available. However,
in 1993, the Company substantially achieved and, in certain respects, exceeded
its financial objectives.
In addition to the corporate performance goals discussed above, the
Company's chief executive officer is evaluated based on his demonstration of
leadership in providing strategic direction to the Company, in developing and
maintaining an effective management team for the Company, and on his
effectiveness in communicating and implementing a strong corporate culture and
vision both within and outside of the Company. The other named executive
officers are also evaluated based upon their attainment of individualized
management goals within their particular areas of responsibility which, in the
case of the named executive officers who have overall responsibility for
operating units of the Company, include such operating unit's achievement of its
own financial targets.
9
<PAGE> 12
Bonus awards for 1993 were determined in the first quarter of 1994 based on
an evaluation of the Company's financial performance during 1993 against its
1993 business plan as well as the Committee's evaluation of each individual's
degree of attainment of such individual's other performance goals for 1993. The
Committee does not apply fixed weightings to corporate performance goals or
personal performance goals in determining the amount of cash bonus awards,
although the Committee generally places greater emphasis on financial
performance than on the attainment of other personal performance objectives.
As a consequence, following a review of recommendations made to the
Committee by the Company's chief executive officer and after weighing the degree
of attainment of these objectives in 1993 as well as the degree of attainment by
each of the named executive officers of their other 1993 goals and objectives,
and following the Committee's review and evaluation of Mr. Dunphy's performance,
the Committee awarded the cash bonuses to each of the named executive officers
for 1993 that are set forth in the Summary Compensation Table, made 1994 salary
adjustments for such individuals, and set 1994 annual cash bonus objectives for
such individuals with such modifications to the chief executive officer's
recommendations as the Committee deemed appropriate, none of which were
material. Such 1993 cash bonuses were based primarily on the factors discussed
above, and in the case of the chief executive officer also reflect his
development of a new growth strategy for the Company which, in the opinion of
the Committee, the chief executive officer and the management of the Company
have begun to implement effectively.
Contingent Stock Plan
The Company's Contingent Stock Plan, which has been in effect since 1976,
is intended to provide an effective method of motivating performance of key
employees, including executive officers of the Company, and of creating an
identity of interests in participating employees with the interests of the
stockholders. The Plan provides for the award of shares to such key employees of
the Company or any of its subsidiaries as the Committee determines to be
eligible for awards.
Shares of Common Stock issued under this Plan are subject to an option in
favor of the Company for three years after they are awarded to repurchase the
shares upon payment of an amount equal to the price at which such shares were
issued, which in all cases to date has been $1.00 per share. This option is
exercisable by the Company only upon the termination of an employee's employment
during such three-year period other than as a result of death or total
disability. Such option terminates upon the occurrence of any of certain events
related to change of control of the Company that are specified in the Plan.
Shares of Common Stock issued pursuant to this Plan may not be sold, transferred
or encumbered by the employee while the Company's option to repurchase the
shares remains in effect.
Awards are made under the Contingent Stock Plan both to reward short-term
performance with equity-based compensation and to motivate the recipient's
long-term performance. The Committee has not followed the practice of making
annual awards to individuals who have been determined to be eligible to
participate in the Plan. However, the Committee periodically reviews the stock
ownership of key employees and, when it deems it appropriate, makes awards under
the Plan to reflect the contributions of those individuals to specific Company
achievements and to provide motivation toward the achievement of additional
strategic objectives.
Based on such a review made in 1993 and after considering recommendations
made by the Company's chief executive officer, the Committee made awards in 1993
to each of the named executive officers, which awards are listed in the Summary
Compensation Table. In making such awards, the Committee took into account the
contributions of each of the named executive officers to the Company's growth
and financial performance since the recapitalization effected by the Company in
May 1989, the Company's successful implementation of the principles of World
Class Manufacturing, and the enhancement of stockholder value achieved as a
result of these efforts. In the case of the chief executive officer, the
Committee also took into account the formulation under his leadership of the new
growth strategy for the Company that is mentioned above.
The number of shares covered by each such award was set at a level that, in
the Committee's judgment, reflected meaningful recognition of each named
executive officer's contributions to such efforts. In addition, although awards
under this Plan are not subject to the attainment of future performance goals or
objectives as
10
<PAGE> 13
a condition to their vesting, the Committee believes that the Company's senior
management has been motivated in the past to achieve strategic objectives
through equity ownership derived from the Contingent Stock Plan, and it believes
that senior management will be equally motivated to achieve new strategic
objectives following these awards.
Since the vesting of awards under the Contingent Stock Plan is not subject
to the attainment of performance objectives, it is possible that awards under
this Plan to named executive officers, when taken in conjunction with their
annual compensation, could become subject to the limitations of Section 162(m)
of the Internal Revenue Code of 1986, as amended, under which the Company may
deduct in any year beginning after December 31, 1993, subject to certain
exceptions, only $1 million of compensation payable to any named executive
officer. The Company has not yet completed its evaluation of the potential
impact of this law on its executive compensation program.
Stock Performance
While the Committee takes note of the performance of the Company's Common
Stock in its compensation decisions, it does not consider such performance to be
a principal determinant in making such decisions since total return to
stockholders reflected in the performance of the Company's stock price is
subject to factors affecting the securities markets that are unrelated to the
Company's performance.
The Committee believes that, by measuring management's performance and
compensating management based upon factors relating to the Company's growth and
profitability and the contributions of each of its executives to the achievement
of the Company's objectives, appropriate incentives are provided to align
management's interests with the long-term growth and development of the Company
as well as the interests of its stockholders. The Committee also believes that
there are many ways by which the named executive officers as well as other
executives in the Company contribute to building a successful company and that,
while the results of those efforts eventually appear in the financial statements
or are reflected in the Company's stock price, many of the long-term strategic
decisions made in pursuing the Company's growth and development have little
visible impact in the short term.
The Committee notes that the performance of the Company's Common Stock in
the five-year period ending December 31, 1993 has exceeded that of both the
Standard & Poor's 500 Stock Index and the peer group index shown in the
performance table appearing below. Stockholders of the Company who held shares
of the Company's Common Stock throughout the period had a total return of 313%
(or an annual compounded return of 33%). This total return compares to a
five-year total return of 95% (or an annual compounded return of 14%) for the
Standard & Poor's 500 Stock Index and a five-year total return of 43% (or an
annual compounded return of 7%) for the peer group index shown in the
performance table appearing below.
Organization and Compensation Committee
of the Board of Directors
Alan H. Miller, Chairman
John K. Castle
Charles F. Farrell, Jr.
11
<PAGE> 14
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION
None of the members of the Organization and Compensation Committee has been
an officer or employee of the Company or any of its subsidiaries. Until the end
of 1983, Mr. Miller was the President of Cellu-Products Company, a corporation
that the Company acquired in October 1983.
In December 1993, Mr. Codey was elected a member of the Company's Board of
Directors. Mr. Codey is the President and Chief Operating Officer of Public
Service Electric and Gas Company. Mr. Dunphy is a member of the Organization and
Compensation Committee of the Board of Directors of Public Service Enterprise
Group Incorporated, the parent company of Public Service Electric and Gas
Company. Such committee administers the compensation program for executive
officers of Public Service Electric and Gas Company.
COMMON STOCK PERFORMANCE COMPARISON
The following graph compares for the five years ended December 31, 1993 the
cumulative total return on an investment of $100 assumed to have been made on
December 31, 1988 in the Company's Common Stock (after giving effect to a
two-for-one stock split effected in 1992 for all periods presented) with that of
comparable investments assumed to have been made on such date in (a) the
Standard & Poor's 500 Stock Index and (b) an arithmetic average of the chemicals
(specialty) segment and the containers-paper segment of such index (the "peer
group index"), the two market segments with which the Company is usually
compared by the investment community.
Total return for each assumed investment assumes the reinvestment of all
dividends on December 31 of the year in which such dividends were paid.
Dividends paid by the Company include a special cash dividend of $40 per share
paid on May 11, 1989 on shares of Common Stock then outstanding, the full amount
of which is assumed to have been reinvested in the Company's Common Stock on
December 31, 1989.
<TABLE>
<CAPTION>
Composite
Chemicals
(Specialty)
Measurement Period Sealed Air S&P 500 Stock Containers-
(Fiscal Year Covered) Corporation Index Paper Index
--------------------- ----------- ------------- -----------
<S> <C> <C> <C>
1988 100 100 100
1989 133.0 131.2 116.9
1990 163.2 127.1 94.0
1991 295.5 165.3 159.3
1992 328.1 177.5 153.9
1993 413.0 195.2 143.2
</TABLE>
12
<PAGE> 15
SELECTION OF AUDITORS
The Company, after authorization by the Board of Directors, has appointed
KPMG Peat Marwick ("Peat Marwick") to serve as the Company's auditors for the
fiscal year ending December 31, 1994, subject to the approval of the
stockholders. Proxies received in response to this solicitation will, in the
absence of contrary specification, be voted in favor of ratification of such
appointment. Peat Marwick has acted in such capacity since 1963 and is
considered well qualified.
A representative of Peat Marwick is expected to be present at the Annual
Meeting. Such representative will have the opportunity to make a statement if he
or she desires to do so and will be available to respond to appropriate
questions.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
STOCKHOLDER PROPOSALS FOR THE 1995 ANNUAL MEETING
In order for stockholder proposals for the 1995 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's Proxy Statement, they
must be received by the Company at its principal office in Saddle Brook, New
Jersey, directed to the attention of the Secretary, no later than December 1,
1994.
OTHER MATTERS
The expenses of preparing, printing and mailing this notice of meeting and
proxy material and all other expenses of soliciting proxies will be borne by the
Company. Morrow & Co., Inc., New York, New York, will solicit proxies by
personal interview, mail, telephone, facsimile, telex and other means of
electronic transmission and will request brokerage houses, banks and other
custodians, nominees and fiduciaries to forward soliciting material to the
beneficial owners of the Common Stock held of record by such persons. The
Company will pay Morrow & Co., Inc. a fee of $5,000 covering its services and
will reimburse Morrow & Co., Inc. for payments made to brokers and other
nominees for their expenses in forwarding soliciting material. In addition,
directors, officers and employees of the Company, who will receive no
compensation in addition to their regular salary, if any, may solicit proxies by
personal interview, mail, telephone, facsimile or other means of electronic
transmission.
The Company does not know of any matters to be presented at the meeting
other than those set forth in this Proxy Statement. However, if any other
matters come before the meeting, it is intended that the holders of the proxies
may use their discretion in voting thereon.
By Order of the Board of Directors
ROBERT M. GRACE, JR.
Secretary
Saddle Brook, New Jersey
March 30, 1994
13
<PAGE> 16
PROXY
SEALED AIR CORPORATION
PROXY - SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned appoints T.J. Dermot Dunphy, Robert M. Grace, Jr. and H.
Katherine White, or a majority of such thereof as shall act (or if only one
shall act, then that one)(the "Proxy Committee"), proxies with power of
substitution, to vote all the common stock of Sealed Air Corporation (the
"Company") registered in the name of the undersigned at the Annual Meeting of
Stockholders to be held at the offices of the Company at Park 80 East, Saddle
Brook, New Jersey on May 20, 1994 at 11:00 A.M., Eastern Daylight Savings Time,
and at any adjournments thereof.
Election of Directors, Nominees: (changes of address/comments)
J.K. Castle, L.R. Codey, _____________________________
T.J.D. Dunphy, C.F. Farrell, Jr., _____________________________
D. Freeman, S.A. Jackson, _____________________________
A.H. Miller, R.L. San Soucie _____________________________
(If you have written in the
above space, please mark the
corresponding box on the
reverse side of this card)
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
(SEE REVERSE SIDE), BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS. THE PROXY
COMMITTEE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. PLEASE
SIGN ON THE REVERSE SIDE AND MAIL IN THE ENCLOSED ENVELOPE. NO POSTAGE IS
REQUIRED.
SEE REVERSE SIDE
<PAGE> 17
/X/ PLEASE MARK YOUR 1386
VOTES AS IN THIS
EXAMPLE.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DESCRIBED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF ALL
NOMINEES FOR DIRECTOR AND FOR PROPOSAL 2.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ELECTION OF ALL
NOMINEES FOR DIRECTOR AND FOR PROPOSAL 2.
1. Election of Directors (see reverse)
FOR WITHHELD
/ / / /
For, except vote withheld from the following nominee(s):
_______________________________________________________
2. Ratification of the appointment of KPMG Peat Marwick as the independent
auditors for the year ending December 31, 1994.
FOR AGAINST ABSTAIN
/ / / / / /
3. In accordance with the Proxy Committee's discretion, upon such other
matters as may properly come before the meeting.
Please mark this box if you have noted a change of address or any comments in
the space on the reverse side of this card.
/ /
The signer hereby revokes all proxies heretofore given by signer to vote at
said meeting or any adjournments thereof. Receipt is hereby acknowledged of
the Proxy Statement dated March 30, 1994.
SIGNATURE(S) ______________________________________ DATE _____________
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. Executors, administrators, trustees, etc. should give full title as
such. If signing in a corporate capacity, please sign full corporate name by a
duly authorized officer.
