As Filed with the Securities and Exchange Commission February 17, 1995
Registration No. 33-57441
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SEALED AIR CORPORATION
(Exact Name of Issuer as Specified in its Charter)
State or Other Jurisdiction of Incorporation or Organization: Delaware
I.R.S. Employer Identification Number: No. 22-1682767
Address and Telephone Number of Principal Executive Offices:
Park 80 East, Saddle Brook, New Jersey 07663-5291
(201) 791-7600
Robert M. Grace, Jr., Esq.
General Counsel and Secretary
Sealed Air Corporation
Park 80 East
Saddle Brook, New Jersey 07663-5291
(201) 791-7600
(Name, Address and Telephone Number of Agent for Service)
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SECTION 8(A), MAY DETERMINE.
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Prospectus
882,930 SHARES
SEALED AIR CORPORATION
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus relates to 882,930 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 (the "Selling Stockholders") of Sealed
Air. See "Plan of Distribution" for a brief description of the
plan of distribution of the Shares. Under certain circumstances,
Sealed Air Holdings (NZ) Limited and Trigon Industries Limited,
New Zealand corporations that are wholly owned subsidiaries of
Sealed Air (respectively, "Holdings" and "Trigon"), may receive a
portion of the proceeds of the sale of the Shares. See "Selling
Stockholders" and "Plan of Distribution" for a brief description
of such circumstances.
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 February , 1995 was $ 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 OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
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 February , 1995.
SUBJECT TO COMPLETION, DATED FEBRUARY 17, 1995
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission, but has not yet become effective.
Information contained herein is subject to completion or amendment.
These securities may not be sold nor may offers to buy be accepted prior to
the time the registration statement becomes effective. This prospectus shall
not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
<PAGE>
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, the
"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 hereby 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 Reports on Form 10-Q for
the quarters ended March 31, 1994, June 30, 1994 and September
30, 1994;
(c) Sealed Air's Current Report on Form 8-K, Date of
Report January 10, 1995, reporting the acquisition by Sealed Air
of Trigon Industries Limited and including certain consolidated
financial statements of Trigon Industries Limited and certain
unaudited and pro forma financial information of Sealed Air as
and for the year ended December 31, 1994; and
(d) 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.
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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
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 herein or 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 REFERNCE 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.
Originally formed in 1960, Sealed Air is incorporated
in the State of Delaware and has its principal executive office
at Park 80 East, Saddle Brook, New Jersey 07663-5291 (Telephone:
201-791-7600).
SELLING STOCKHOLDERS
The shares subject to this offering (the "Shares"), as
listed below, may be offered hereunder from time to time by the
Selling Stockholders named or identified in 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 January 10, 1998.
Number of Shares Number of Shares
Names of Selling Held Prior Subject to
Stockholders to This Offering This Offering
Griton Holdings Limited 794,637 794,637
("Griton")
The New Zealand Guardian Trust 88,293 88,293
Company, as Escrow Agent (the
"Escrow Agent")
Total 882,930 882,930
All of the shares covered by this Prospectus were
issued by Sealed Air on January 10, 1995 pursuant to a Share
Purchase Agreement dated as of that date (the "Share Purchase
Agreement") among Sealed Air, Holdings, Trigon, and James William
Ferguson Foreman and Diane Shirley Foreman, each of whom is a New
Zealand citizen (collectively, the "Foremans"), pursuant to which
Holdings acquired all of the outstanding shares of Trigon (the
"Trigon Acquisition").
Prior to the consummation of the Trigon Acquisition,
the Foremans acquired all of the shares of Trigon's capital stock
not owned by them pursuant to a takeover offer effected under New
Zealand law and other applicable laws pursuant to which, among
other things, the Foremans and certain of the other former
shareholders of Trigon may, for purposes of the Securities Act of
1933, as amended, and the rules and regulations thereunder (the
"Securities Act"), be deemed to have a beneficial interest in the
Shares held by Griton and the Escrow Agent, or the proceeds of
the sale of such Shares, proportionate to their former
shareholdings in Trigon. In this regard, the Foremans and
certain related entities (the "Foreman Interests") may for the
purposes of the Securities Act be deemed to beneficially own
approximately 509,250 of the Shares held by Griton and the Escrow
Agent, representing approximately 2.4% of the
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outstanding shares of Sealed Air's Common Stock at the date of this
Prospectus. Approximately fifteen individuals, estates and trusts that are
unrelated to the Foremans and an employee share trust maintained
by Trigon, the beneficiaries of which include approximately 158
employees of Trigon and certain of its subsidiaries (including
certain directors and officers of Trigon and its subsidiaries),
may for purposes of the Securities Act be deemed to beneficially
own the balance of such Shares. Except for the Foreman
Interests, Sealed Air has been advised that none of the former
shareholders of Trigon may for the purposes of the Securities Act
be deemed to own beneficially more than 1% of the outstanding
shares of Sealed Air's Common Stock at the date of this
Prospectus. Trigon, which is a wholly owned subsidiary of
Holdings, is entitled to receive the net proceeds of the
disposition of certain of the Shares beneficially owned by such
employee share trust as a result of forfeitures arising prior to
the Trigon Acquisition of interests in such trust by former
employees of Trigon. (See "Use of Proceeds" below.)
After the expiration of the 90-day period and
reasonable extensions referred to in the first paragraph under
"Plan of Distribution" below, Griton may transfer any of the
remaining Shares that it then holds to the former Trigon
shareholders who may be considered for the purposes of the
Securities Act to be the beneficial owners of such shares.
Shares, if any, so transferred to the employee share trust may be
subsequently transferred to beneficiaries of such trust. The
names of the former Trigon shareholders and the names of the
beneficiaries of such employee share trust are listed in Exhibit
A to this Prospectus, along with the number of Shares held by
Griton that each of them may be deemed to beneficially own for
the purposes of the Securities Act. Each of such persons may be
considered to be a Selling Stockholder pursuant to this
Prospectus with respect to the Shares offered for sale pursuant
to this Prospectus that are hereafter transferred to them.
The Shares held by the Escrow Agent were deposited with
the Escrow Agent as part of an escrow fund (the "Escrow Fund")
that was established in order to provide security for certain
indemnity obligations of the Foremans to Sealed Air and Holdings
pursuant to the Share Purchase Agreement. During the term of the
Escrow Fund, the Escrow Agent will be entitled to receive any
cash dividends paid on the Shares held by it for the benefit, in
certain circumstances, of the Foreman Interests and the other
former shareholders of Trigon who may be deemed for the purposes
of the Securities Act to have beneficial interests in such
Shares and to exercise any voting rights with respect to such
Shares upon the instructions of the Foremans. Such Escrow Fund
will terminate on the later of January 10, 1997 and the date that
any then pending or asserted indemnity claims are finally
resolved.
No former Trigon shareholder deemed for purposes of the
Securities Act to beneficially own any of the Shares covered by
this Registration Statement held any position or had a material
relationship with Sealed Air or any affiliate of Sealed Air
during the three years preceding the consummation of the Trigon
Acquisition. Subsequent to the Trigon Acquisition, certain of
the former shareholders of Trigon continue to serve as directors
or officers of Trigon or certain of its subsidiaries, and the
Foremans have retired from Trigon and its subsidiaries and become
consultants to Sealed Air.
Based on information furnished to Sealed Air by the
Selling Stockholders listed in the table above, the only shares
of Sealed Air Common Stock owned by them at the commencement of
this offering were the shares acquired in the Trigon Acquisition.
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PLAN OF DISTRIBUTION
Pursuant to the Share Purchase Agreement, the Selling
Stockholders may deposit all or any portion of the Shares covered
by the Registration Statement with a brokerage firm or other
financial institution to be mutually agreed upon (the "Broker")
within 30 days after Sealed Air has given notice of the
effectiveness of the Registration Statement to the Selling
Stockholders. Thereafter, Griton may elect to cause the Broker
to sell a number of the Shares specified in such election, and
the Escrow Agent will cause all of the Shares held by it to be
sold, within the 90 days following such election plus reasonable
extensions of such time period if any are necessary due to
adverse market conditions. Sealed Air has been advised by Griton
that it intends to make such election as a result of demands made
upon it for cash from representatives of the former shareholders
of Trigon. Because of their right to receive the proceeds from
such sales by Griton, such former shareholders may be deemed for
purposes of the Securities Act to beneficially own the Shares
subject to such election. If the net proceeds of the sale of
such Shares exceed approximately $55.55 (NZ) (approximately
$35.70 (U.S.) at the exchange rate used to calculate the number
of shares of Sealed Air's Common Stock issued in the Trigon
Acquisition) per share, then Holdings is entitled to receive the
amount of such excess from the Selling Stockholders. (See "Use
of Proceeds" below.) If the net proceeds of the sale of such
shares are less than approximately $55.55 (NZ) per share, then
Holdings is obligated to pay to the Selling Stockholders an
amount in New Zealand Dollars equal to the amount of such
deficiency. Holdings' obligation to make such payment has been
guaranteed by Sealed Air pursuant to the terms of the Share
Purchase Agreement.
Any of the Shares that are not sold by the Broker
within the 90-day period specified in the preceding paragraph or
reasonable extensions thereof will not be subject to the price
protection provision summarized in the proceeding paragraph. 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, including any former shareholder of Trigon listed on
Exhibit A to this Prospectus who receives any of the Shares from
Griton or pursuant to any transfer or other distribution of the
Shares held by Griton to the former Trigon shareholders who may
for the purposes of the Securities Act be deemed to be beneficial
owners of such Shares.
Any sales made pursuant to the offering set forth in
this Prospectus may be made in one or more transactions on the
New York Stock Exchange or other exchanges or in the over-the-
counter market or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price,
or in negotiated transactions. The Shares may be sold in one or
more transactions, including ordinary brokers' transactions
through the Broker or any other broker selected by the Selling
Stockholders or their successors in interest including
transactions in which such broker solicits purchasers, block
transactions in which such broker or dealer will attempt to sell
the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction, exchange
distributions in accordance with the rules of such exchange, or
sales to one or more brokers or dealers for resale of such Shares
as principals pursuant to this Prospectus. In effecting sales,
the Broker or other brokers or dealers engaged by the Selling
Stockholders or their successors in interest may arrange for
other brokers or dealers to participate. Sealed Air has also
been advised that usual and customary or specially negotiated
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<PAGE>
brokerage fees or commissions may be paid by the Selling
Stockholders or their successors in interest in connection with
such sales, where appropriate (which fees or commissions may be
borne by Holdings during the 90-day period referred to above),
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 or their successors in
interest, the Broker and any other 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.
USE OF PROCEEDS
Under circumstances described under "Plan of
Distribution" above, Holdings may receive a portion of the
proceeds of the sale of shares by Griton sold subject to the
price protection provision described in the first paragraph under
"Plan of Distribution." Also, Trigon is entitled to receive the
net proceeds of the disposition of certain of the shares held by
the employee share trust, as described in the third paragraph
under "Selling Stockholders" above. Any such proceeds received
by Holdings or Trigon may be added to the working capital of the
company receiving them or used to repay borrowings, including
primarily borrowings under Sealed Air's Credit Agreement dated as
of June 8, 1994, as amended, among Sealed Air, certain of its
subsidiaries, Bankers Trust Company, as agent, and various
financial institutions.
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 was the beneficial owner of approximately 51,150 shares of
Sealed Air Common Stock.
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 LLP, independent certified public accountants, and upon
the authority of such firm as experts in auditing and accounting.
The report of KPMG Peat Marwick LLP covering the December 31,
1993 consolidated financial statements refers to a change in
Sealed Air's method of accounting for income taxes.
The consolidated financial statements of Trigon
Industries Limited prepared in accordance with New Zealand
generally accepted accounting principles as of June 30, 1994 and
for the year then ended have been incorporated by reference
herein and in the Registration Statement
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by reference to Sealed Air's Current Report on Form 8-K reporting an
event that occurred on January 10, 1995, in reliance upon the report
of Ernst & Young, independent chartered accountants, given upon the
authority of such firm as experts in auditing and accounting.
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EXHIBIT A
Number of Shares
Held by Griton That
Names of Former May be Deemed to be
Trigon Shareholders Beneficially Owned
Ferguson Holdings Ltd. 236,834
Mrs. D. S. Foreman 27,642
Mr. J. W. F. Foreman 32,558
J. W. F. Foreman Trigon Trust 40,414
M. P. Foreman Estate 22,203
M. P. Foreman Trust 22,227
James William Company Ltd 76,448
Mrs. P. C. Armstrong 3,424
Estate of W. M. Armstrong 30,822
Mr. L. M. Belz 6,723
Mrs. M. M. Cassey 17,528
Mr. R. A. Cassey 19,588
Mr. D. A. Clark 18,961
Mrs. E. F. Gibb 3,238
Gibb Family Trust 24,462
Mr. J. C. M. Gibb 27,868
Mr. B. J. Higgins 19,660
Mrs. J. L. Higgins 18,671
Mr. C. A. S. Newbald 2,956
Mr. M. N. Sargisson 3,016
Sir A. F. & Lady Wright 3,637
Trigon Employee Share Trust 137,757
TOTAL: 794,637
Beneficiaries of
Trigon Employee Share Trust:
Mrs. D. G. Abbott 513
Mr. M. W. Abbott 171
Mr. A. B. Adams 81
Mr. R. Adams 5,137
Mrs. M. A. Ancell 476
Mr. R. L. Ancell 2,854
Mr. H. R. Anderson 663
Mr. J. K. Arnold 404
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Beneficiaries of
Trigon Employee Share Trust (cont'd):
Mrs. S. A. Ballard 568
Mr. G. W. Barlow 323
Mr. W. Barlow 162
Mr. R. L. Barnett 707
Mr. G. C. Begbie 43
Mr. A. F. Birch 274
Mr. B. J. Bourke 2,674
Mr. D. M. Buckley 341
Mr. R. H. Bullard 202
Mr. E. C. Bushell 357
Mr. G. A. Campbell 785
Mr. G. J. Cassey 343
Mr. R. A. Cassey 856
Mr. W. P. Catcheside 1,588
Mr. K. M. Chubb 17,799
Mrs. M. D. Chubb 1,055
Mr. B. E. Cleland 385
Mr. T. H. Conder 242
Mr. R. V. Cooper 43
Mr. A. N. Crawford 40
Mr. A. I. Curle 171
Mr. J. S. Dawson 826
Mr. P. J. Dix 343
Mr. M. K. Dixon 256
Mr. D. S. A. Dockerty 43
Mr. A. G. Donnelly 40
Mr. C. V. Downey 81
Mr. P. W. Drube 331
Mr. M. C. Eddy 1,048
Ms. H. M. Field 43
Mr. G. T. Fisher 1,367
Mrs. M. Y. Foreman 786
Mr. R. E. Frew 760
Mr. M. G. Fullerton 2,063
Mr. P. M. Gallagher 43
Mr. G. V. Gaugl 1,370
Mr. P. S. Gilmour 40
Mrs. C. M. Gilroy 235
Mr. A. W. Godfrey 470
Mr. G. T. Grant 499
Mr. L. Guilford 351
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Beneficiaries of
Trigon Employee Share Trust (cont'd):
Mr. A. R. Heathcote 754
Mr. G. Henshilwood 736
Mrs. C. G. Herbert 343
Mr. R. W. Hinman 162
Mr. R. B. Hogan 344
Mr. A. B. Holden 129
Mr. W. G. Hopkins 81
Mr. J. A. Jones 43
Mr. S. W. Jordan 1,417
Mr. B. Keller 28
Mrs. M. P. Ladd 232
Mr. P. S. Lane 256
Mr. J. A. Law 699
Mr. M. J. Loft 783
Mr. R. M. Mackintosh 43
Mr. R. S. Manderson 1,228
Mr. N. J. McCabe 81
Mr. D. R. McClenaghan 1,275
Mrs. M. W. McDonald 256
Mr. P. F. McGuire 256
Ms. D. J. McRobie 121
Mr. F. J. McRobie 485
Mr. D. F. Meads 1,670
Mr. P. S. Meekings 162
Mr. P. R. Menneer 43
Mr. G. P. Metzger 6,712
Mr. D. N. Millar 40
Mr. B. G. Moller 428
Mrs. J. M. Moore 514
Mr. W. D. Morrison 436
Mr. R. I. Mouncey 8,562
Mr. C. E. Osborne 568
Mr. M. H. Pyke 1,027
Mrs. A. R. Restall 171
Mrs. J. B. Roberts 703
Mr. B. W. Robinson 485
Mr. P. E. F. Russell 81
Mr. M. S. Samuelson 211
Mr. D. C. Sandford 85
Mr. M. N. Sargisson 428
Mr. Q. W. Scott 162
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Beneficiaries of
Trigon Employee Share Trust (cont'd):
Mr. I. Smith 514
Mrs. L. G. Smith 1,057
Mr. D. J. Snowdon 40
Ms. K. F. Spence 81
Mrs. A. R. Stanes 144
Mr. P. J. D. Stanes 808
Stanes Childrens Education
Trust 36,373
Mr. T. W. Stevens 1,247
Mr. A. M. Sutter 202
Mr. G. C. Termaat 323
Ms. J. A. Terry 423
Mr. S. D. Tree 191
Mr. A. J. Trevithick 81
Ms. S. G. A. Trevithick 43
Mr. F. J. Van Vroonhoven 655
Mr. D. G. Ward 343
Mr. G. T. Wardrop 533
Mr. N. H. Whibley 81
Mrs. D. M. Wijnstok 431
Mr. R. Wijnstok 7,679
Ms. G. P. Wright-St-Clair 260
Unallocated shares (forfeitures)
beneficially owned by
Trigon Industries Limited 1,756
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The fees and expenses to be paid by the Registrant in
connection with the distribution of the securities being
registered hereby are set forth below. All amounts are estimates
except the registration fee:
Registration Fee $ 12,102
Accounting Fees and Expenses 27,500
Miscellaneous 1,000
Total $ 40,602
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State
of Delaware (the "General Corporation Law") provides that: (1)
under certain circumstances a corporation may indemnify a
director or officer made party to, or threatened to be made party
to, any civil, criminal, administrative or investigative action,
suit or proceeding (other than an action by or in the right of
the corporation) because such person is or was a director,
officer, employee or agent of the corporation, or because such
person is or was so serving another enterprise at the request of
the corporation, against expenses, judgments, fines and amounts
paid in settlement reasonably incurred by such person in
connection with such action, suit or proceeding, if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to criminal cases, had no
reasonable cause to believe such person's conduct was unlawful;
(2) under certain circumstances a corporation may indemnify a
director or officer made party to, or threatened to be made party
to, any action or suit by or in the right of the corporation for
judgment in favor of the corporation because such person is or
was a director, officer, employee or agent of the corporation, or
because such person is or was so serving another enterprise at
the request of the corporation, against expenses reasonably
incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation; and (3) a
director or officer shall be indemnified by the corporation
against expenses reasonably incurred by such person in connection
with and to the extent that such person has been successful on
the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding clauses, or in defense of
any claim, issue or matter therein.
Under Article THIRTEENTH of the Registrant's
Certificate of Incorporation and Article VIII of the Registrant's
By-Laws, indemnification of directors and officers is provided
for to the fullest extent permitted under the General Corporation
Law. Article EIGHTEENTH of the Registrant's Certificate of
Incorporation eliminates the liability of directors for monetary
damages for breach of fiduciary duty as directors, except to the
extent such exemption from liability is not permitted under the
General Corporation Law. The General Corporation Law, the
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Registrant's Certificate of Incorporation and the By-Laws of the
Registrant permit the purchase by the Registrant of insurance for
indemnification of directors and officers. The Registrant
currently maintains directors and officers liability insurance.
The foregoing summary of Section 145 of the General
Corporation Law, Articles THIRTEENTH and EIGHTEENTH of the
Certificate of Incorporation of the Registrant and Article VIII
of the By-Laws of the Registrant is qualified in its entirety by
reference to the relevant provisions of Section 145, the relevant
provisions of the Registrant's Certificate of Incorporation,
which are incorporated herein by reference to Exhibit (2)(B) to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992, File No. 1-7834, and the relevant provisions
of the Registrant's By-Laws, which are incorporated herein by
reference to Exhibit 3.3 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993, File No. 1-7834.
Item 16. Exhibits.
Exhibit Number Description
2* Trigon Industries Limited Share Purchase Agreement
dated as of January 10, 1995 between the
Registrant, Sealed Air Holdings (NZ) Limited,
Trigon Industries Limited, James William Ferguson
Foreman and Diane Shirley Foreman (Exhibit 2 to
the Registrant's Current Report on Form 8-K, Date
of Report January 10, 1995, File No. 1-7834, is
incorporated herein by reference.)
4.1* Unofficial Composite Certificate of Incorporation
of the Registrant as currently in effect.
(Exhibit (2)(B) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1992, File No. 1-7834, is incorporated herein by
reference.)
4.2* By-Laws of the Registrant as currently in effect.
(Exhibit 3.3 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993,
File No. 1-7834, is incorporated herein by
reference.)
5* Opinion of Robert M. Grace, Jr., General Counsel
and Secretary, Sealed Air Corporation, as to the
legality of the securities registered.
23.1* Consent of KPMG Peat Marwick LLP.
23.2* Consent of Robert M. Grace, Jr., General Counsel
and Secretary, Sealed Air Corporation (Contained
in opinion filed as Exhibit 5).
23.3* Consent of Ernst & Young.
24* Powers of Attorney (Contained in signature pages
of this Registration Statement).
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<PAGE>
*Previously filed
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities registered hereby, a post-
effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the
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<PAGE>
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this amendment to the Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Saddle Brook and the
State of New Jersey, on the 17th day of February, 1995.
SEALED AIR CORPORATION
By *
T. J. Dermot Dunphy
President
Pursuant to the requirements of the Securities Act of
1933, this amendment to the Registration Statement has been signed
below by the following persons in the capacities and on the dates
indicated. Each person whose individual signature appears below
hereby authorizes T. J. Dermot Dunphy, William V. Hickey and Robert
M. Grace, Jr., and each of them, as attorneys-in-fact, with full
power of substitution, to execute, in the name and on behalf of
each such person and in each capacity stated below, and to file any
amendment to this Registration Statement, including any and all
post-effective amendments.
Signature Title Date
* President and Director February 17, 1995
T.J. Dermot Dunphy (Principal Executive
Officer)
* Executive Vice President February 17, 1995
William V. Hickey (Principal Financial
and Accounting Officer)
* Director February 17, 1995
John K. Castle
* Director February 17, 1995
Lawrence R. Codey
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* Director February 17, 1995
Charles F. Farrell, Jr.
* Director February 17, 1995
David Freeman
* Director February 17, 1995
Shirley A. Jackson
* Director February 17, 1995
Alan H. Miller
* Director February 17, 1995
R.L. San Soucie
*By s/Robert M. Grace, Jr.
Robert M. Grace, Jr.
Attorney-in-Fact
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