<PAGE> 1
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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
SEALED AIR CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 transaction applies:
-----------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------
/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
(LOGO)
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PARK 80 EAST/SADDLE BROOK, NEW JERSEY 07663-5291/(201) 791-7600/FAX (201)
703-4205
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 19, 1995
------------------
The Annual Meeting of Stockholders of Sealed Air Corporation, a Delaware
corporation (the "Company"), will be held on May 19, 1995 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 07663-5291, for the following purposes:
1. to elect directors;
2. to consider and act upon a proposed amendment of the certificate
of incorporation of the Company so as to increase the authorized
number of shares of Common Stock that the Company may issue from
35,000,000 to 60,000,000;
3. to ratify the appointment of KPMG Peat Marwick LLP as the
independent auditors of the Company for the fiscal year ending
December 31, 1995; and
4. 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 22, 1995 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 1994 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 29, 1995
<PAGE> 3
SEALED AIR CORPORATION
PARK 80 EAST
SADDLE BROOK, NEW JERSEY 07663-5291
PROXY STATEMENT
DATED MARCH 29, 1995
------------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 19, 1995
------------------------
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 19, 1995 and at any adjournments thereof. The enclosed proxy is
being solicited by the Board of Directors of the Company.
In order for shares to be voted at the Annual Meeting, the record owner of
such shares must either duly execute and return a proxy representing such shares
at or before the Annual Meeting or vote such shares in person 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, the amendment of
the certificate of incorporation to increase the number of shares of Common
Stock authorized for issuance thereunder, 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 29, 1995.
<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 22, 1995,
20,969,614 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 22, 1995 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, the
adoption of the proposed amendment to the Company's certificate of incorporation
requires the affirmative vote of a majority of the outstanding shares of Common
Stock, 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, 1995, 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>
The Equitable Companies Incorporated(1)..................... 1,788,500 8.5%
787 Seventh Avenue
New York, New York 10019
Tiger Management Corporation(2)............................. 1,377,402 6.6%
101 Park Avenue
New York, New York 10178
John K. Castle.............................................. 5,268
Lawrence R. Codey........................................... 1,400
T. J. Dermot Dunphy......................................... 516,232(3)(4) 2.5%
Charles F. Farrell, Jr...................................... 10,800(4)
David Freeman............................................... 1,300
Elmer N. Funkhouser III..................................... 105,901(3)(4)
William V. Hickey........................................... 111,234(3)
Shirley A. Jackson.......................................... 3,000
Warren H. McCandless........................................ 55,105(3)
Alan H. Miller.............................................. 229,605 1.1%
Robert L. San Soucie........................................ 4,200(4)
Dale Wormwood............................................... 59,997(3)
All directors and executive officers as a group
(22 persons).............................................. 1,425,931(5) 6.8%
</TABLE>
------------
(1) An Amendment No. 7 to Schedule 13G dated February 10, 1995 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 subsidiary Alliance
Capital Management, L.P., with sole voting power as to 1,292,100 shares and
sole investment power as to 1,788,500 shares.
2
<PAGE> 5
(2) An Amendment No. 3 to Schedule 13G dated February 13, 1995 was filed by
Tiger Management Corporation ("TMC"), Panther Partners L.P. ("PPLP") and
Panther Management Company L.P. ("PMCLP") indicating beneficial ownership of
1,235,902 shares by TMC and 96,500 shares by PPLP and PMCLP, with each such
entity having shared voting and dispositive power as to such shares. Such
Amendment No. 3 to Schedule 13G indicates that Julian H. Robertson, Jr. is
the ultimate controlling person of TMC and PMCLP and is the beneficial
owner, with shared voting and dispositive power, of such 1,377,402 shares.
(3) This figure includes approximately 33,382, 6,434, 5,501, 3,705, 3,997 and
106,708 shares of Common Stock held in the Company's Profit-Sharing Plan
trust fund with respect to which Messrs. Dunphy, Hickey, Funkhouser,
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,
1995, approximately 1,182,400 shares of Common Stock were held in the trust
fund under such Plan, constituting approximately 5.6% of the outstanding
shares of Common Stock. Bankers Trust New York Corporation and its
wholly-owned subsidiary Bankers Trust Company, which subsidiary is the
trustee of such Plan, filed a Schedule 13G dated as of December 31, 1994 in
which both companies disclaimed beneficial ownership of the shares of Common
Stock held by Bankers Trust Company as trustee of such Plan. Beneficial
ownership of such shares by the Profit-Sharing Plan is also disclaimed.
(4) The number of shares held by Mr. Dunphy includes 39,800 shares held by him
as custodian for certain of his children and 3,000 shares held by a
charitable foundation for which he shares voting and investment power. 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.
(5) This figure includes, without duplication, all of the outstanding shares
referred to in notes 3 and 4 above as well as 1,000 shares held by an
executive officer of the Company as custodian for one of his children and
5,000 shares that an executive officer of the Company has the right to
acquire pursuant to an award made under the Contingent Stock Plan. Neither
of such executive officers is named in the above table.
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.
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 54
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., Truck
Components, Inc. and UNC, Inc.
Lawrence R. Codey(1) President and Chief Operating Officer since 1993 50
September 1991 and previously Senior Vice
President-Electric Business Unit 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 62
Company. Director of INDSPEC Chemical
Corporation, OSi Specialties, Inc., Public
Service Enterprise Group Incorporated and UJB
Financial Corp.(3)
Charles F. Farrell, Jr.(2) President of Crystal Creek Partners, Ltd., an 1971 64
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.(4)
David Freeman(2) President and Chief Executive Officer of Loctite 1993 50
Corporation, a manufacturer of adhesives and
sealants. He has held senior management
positions with Loctite Corporation for more than
five years. Director of Loctite Corporation.
Shirley A. Jackson(1) Professor of Physics, Rutgers University, since 1992 48
July 1991. Previously research physicist at AT&T
Bell Laboratories, which performs research and
development for AT&T Corp. Director of
CoreStates Financial Corporation, New Jersey
Resources Corporation and Public Service
Enterprise Group Incorporated.
Alan H. Miller(2) Private investor. Until his retirement in 1984 61
December 1994, President and Chief Executive
Officer of Laird, 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, a 1971 67
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.
(2) Member of the Organization and Compensation Committee of the Board of
Directors. Mr. Miller serves as the chairman of such committee.
(3) Mr. Dunphy owns more than a 10% minority interest in Grindmaster
Corporation, a corporation not affiliated with the Company, which purchases
packaging materials from the Company in the ordinary course of business.
Such purchases totalled approximately $77,000 during 1994.
(4) 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 of the Company or any of its domestic subsidiaries
with a base annual salary of $90,000 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 1994, the Board of Directors held six meetings, and the Audit
Committee and the Organization and Compensation Committee each held three
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, except Mr. Farrell, who attended 67% of
such meetings.
DIRECTORS' COMPENSATION
Each member of the Board of Directors who is neither an officer nor an
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 1994, each eligible director
received an annual retainer grant of 600 shares of Common Stock at a price of
$1.00 per share following election at the 1994 Annual Meeting of Stockholders.
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.
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............... 1994 $363,600 $300,000 $ -0- $ 29,000
President and Chief 1993 363,600 240,000 1,350,000 31,752
Executive Officer 1992 363,600 180,000 -0- 28,391
William V. Hickey................. 1994 $186,933 $110,000 $ -0- $ 22,600
Executive Vice 1993 177,267 65,000 450,000 24,907
President 1992 168,600 50,000 -0- 21,981
Elmer N. Funkhouser III........... 1994 $210,267 $ 92,000 $ -0- $ 26,000
Senior Vice 1993 203,600 60,000 450,000 28,752
President 1992 201,933 60,000 -0- 25,391
Warren H. McCandless.............. 1994 $177,433 $ 75,000 $ -0- $ 22,400
Senior Vice 1993 170,267 62,000 450,000 24,239
President-Finance 1992 161,933 48,000 -0- 21,133
Dale Wormwood..................... 1994 $177,433 $ 80,000 $ -0- $ 24,050
Senior Vice 1993 170,267 70,000 485,000 25,993
President 1992 161,933 50,000 -0- 23,122
</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, 1993 and 1994 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 as of December 31, 1994 are as set
forth in the following table, and the fair market values of such unvested
shares as of such date are as follows: Mr. Dunphy: $2,175,000; and each of
Mr. Hickey, Mr. Funkhouser, Mr. McCandless, and Mr. Wormwood: $725,000. Such
awards, all of which were granted with a vesting period of three years, vest
as follows:
<TABLE>
<CAPTION>
1995 1996 1997
---- ------ ----
<S> <C> <C> <C>
T. J. Dermot Dunphy.............................. -0- 60,000 -0-
William V. Hickey................................ -0- 20,000 -0-
Elmer N. Funkhouser III.......................... -0- 20,000 -0-
Warren H. McCandless............................. -0- 20,000 -0-
Dale Wormwood.................................... -0- 20,000 -0-
</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 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 1994, such amounts were as follows:
<TABLE>
<CAPTION>
1994 1994
PROFIT- 1994 INSURANCE
SHARING THRIFT PREMIUMS
------- ------ ---------
<S> <C> <C> <C>
T. J. Dermot Dunphy....................... $15,000 $4,500 $ 9,500
William V. Hickey......................... 15,000 4,500 3,100
Elmer N. Funkhouser III................... 15,000 4,500 6,500
Warren H. McCandless...................... 15,000 4,500 2,900
Dale Wormwood............................. 15,000 4,500 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.
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 $90,000, which level
was raised by the Board of Directors from $80,000 during 1994. The Committee
conducted an annual compensation review during the first quarter of 1994. 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
1993 cash bonuses and 1994 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 1994 as that established in 1991. Salary increases in 1994 for
the other executive officers named in the Summary Compensation Table ranged from
4% to 5.7%. These salary increases were based primarily upon the factors
discussed above.
In connection with the annual compensation review conducted in the first
quarter of 1994, 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 1994 annual cash bonus
objectives that were tied to corporate and personal performance goals for 1994.
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 is attained. Such business plan is developed prior to the
beginning of such year by management and approved by the Board of Directors. 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 profit, 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 1994, the Company achieved and, in certain respects, substantially exceeded
its principal 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 1994 were determined in the first quarter of 1995 based on
an evaluation of the Company's financial performance during 1994 against its
1994 business plan as well as the Committee's evaluation of each individual's
degree of attainment of such individual's other performance goals for 1994. 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 1994 as well as the degree of attainment by
each of the named executive officers of their other 1994 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 1994 that are set forth in the Summary Compensation Table, made 1995 salary
adjustments for such individuals, and set 1995 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 1994 cash bonuses were based primarily on the factors discussed
above, and in the case of the chief executive officer also reflect his
contributions in implementing the new growth strategy for the Company which he
had previously developed.
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. It is expected that recipients of awards will retain a
substantial portion of the shares awarded to them in order to foster an identity
of interests with the stockholders of the Company.
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.
No awards were made under the Plan during 1994 to the executive officers
named in the Summary Compensation Table. However, each of such executive
officers owns a meaningful number of shares of the Company's Common Stock and is
eligible to receive future awards under the Plan in the discretion of the
Committee.
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 does not currently expect this law to have a material
impact on the Company or on its executive compensation program.
10
<PAGE> 13
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 may eventually appear in the financial
statements or be reflected in the Company's stock price, many of the long-term
strategic decisions made in pursuing the Company's growth and development may
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, 1994 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 255.8%
(or an annual compounded return of 28.9%). This total return compares to a
five-year total return of 50.6% (or an annual compounded return of 8.5%) for the
Standard & Poor's 500 Stock Index and a five-year total return of 28.2% (or an
annual compounded return of 7.3%) 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.
David Freeman
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.
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, 1994 the
cumulative total return on an investment of $100 assumed to have been made on
December 31, 1989 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 published Standard & Poor's 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. The
Company has not paid any cash dividends since 1989.
<TABLE>
<CAPTION>
Composite Chemicals S&P 500
December 31 Sealed Air Corporation (Specialty)/Containers-Paper Index Stock Index
<S> <C> <C> <C>
1989 $100.00 $100.00 $100.00
1990 122.70 80.43 96.86
1991 222.09 136.25 125.93
1992 246.63 131.70 135.28
1993 310.43 122.55 148.74
1994 355.83 128.20 150.65
</TABLE>
12
<PAGE> 15
AMENDMENT TO CERTIFICATE OF INCORPORATION
Currently, the Company's certificate of incorporation authorizes the
issuance of 35,000,000 shares of Common Stock and 1,000,000 shares of preferred
stock. There were 20,969,614 shares of Common Stock outstanding on March 22,
1995 (excluding 123,806 shares held in the Company's treasury). Of the
authorized but unissued shares of Common Stock, 865,171 are currently reserved
for future issuance under the Company's Contingent Stock Plan and the Directors
Stock Plan or in connection with certain non-material acquisitions that have
been completed with deferred purchase prices. No shares of preferred stock are
currently issued or outstanding.
The Board of Directors has recommended that the stockholders approve an
increase in the number of authorized shares of Common Stock from 35,000,000 to
60,000,000 shares. Exhibit A to this Proxy Statement contains the text of the
first sentence of Article Fourth as proposed to be amended, the only change
being the number of authorized shares of Common Stock.
The Board of Directors believes it to be in the best interests of the
Company that the Board be in a position to approve the issuance of shares of
Common Stock in the future for such corporate purposes as the Board of Directors
may deem advisable, including without limitation such purposes as acquisitions,
financings, stock splits, stock dividends, and management incentive and employee
benefit plans. The Company has no pending arrangements to issue any of the
additional shares that would be authorized as a result of this proposed
amendment to the certificate of incorporation.
If the proposed amendment becomes effective, in addition to the 1,000,000
currently authorized but unissued shares of preferred stock, the Company will
have approximately 38,041,409 authorized but unissued shares of Common Stock,
excluding shares held in treasury, and the shares currently reserved for
issuance as set forth above, that may be issued at any time by action of the
Board of Directors for such purposes and for such consideration as shall be
fixed by the Board of Directors, without the prior approval of the stockholders
unless otherwise required by the applicable rules of the New York Stock Exchange
or other applicable laws or regulations. Since the stockholders have no
pre-emptive rights, the issuance of Common Stock on other than a pro rata basis
may reduce each stockholder's proportionate voting power in relation to that of
the stockholders as a whole.
Proxies received in response to this solicitation will, in the absence of
contrary specifications, be voted in favor of the proposed amendment of the
certificate of incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
13
<PAGE> 16
SELECTION OF AUDITORS
The Company, after authorization by the Board of Directors, has appointed
KPMG Peat Marwick LLP ("Peat Marwick") to serve as the Company's auditors for
the fiscal year ending December 31, 1995, 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 1996 ANNUAL MEETING
In order for stockholder proposals for the 1996 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,
1995.
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 or 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 $5,000 covering its services and
will reimburse Morrow & Co., Inc. for payments made to brokers and other
nominees for their expenses in forwarding soliciting material. In addition,
directors, officers and employees of the Company, who will receive no
compensation in addition to their regular salary, if any, may solicit proxies by
personal interview, mail, telephone, facsimile or other means of electronic
transmission.
The Company does not know of any matters to be presented at the meeting
other than those set forth in this Proxy Statement. However, if any other
matters come before the meeting, it is intended that the holders of the proxies
may use their discretion in voting thereon.
By Order of the Board of Directors
ROBERT M. GRACE, JR.
Secretary
Saddle Brook, New Jersey
March 29, 1995
14
<PAGE> 17
EXHIBIT A
PROPOSED AMENDMENT TO THE FIRST SENTENCE OF ARTICLE FOURTH
OF THE CERTIFICATE OF INCORPORATION*
FOURTH: The total number of shares of stock which the corporation shall
have authority to issue is sixty-one million (61,000,000), sixty million
(60,000,000) of which shall be common stock with a par value of One Cent ($.01)
per share, amounting in the aggregate to Six Hundred Thousand Dollars
($600,000), and one million (1,000,000) of which shall be preferred stock
without par value.
------------
* The current text of the first sentence of Article Fourth is as follows:
FOURTH: The total number of shares of stock which the corporation
shall have authority to issue is thirty-six million (36,000,000),
thirty-five million (35,000,000) of which shall be common stock with a par
value of One Cent ($.01) per share, amounting in the aggregate to Three
Hundred Fifty Thousand Dollars ($350,000), and one million (1,000,000) of
which shall be preferred stock without par value.
A-1
<PAGE> 18
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
P "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,
R Saddle Brook, New Jersey on May 19, 1995 at 11:00 A.M., Eastern Daylight
Savings Time, and at any adjournments thereof.
O
Election of Directors, Nominees:
X
J.K. Castle, L.R. Codey,
Y T.J.D. Dunphy, C.F. Farrell, Jr.,
D. Freeman, S.A. Jackson,
A.H. Miller, R.L. San Soucie
(change of address/comments)
-------------------------------------
-------------------------------------
-------------------------------------
-------------------------------------
(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> 19
/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 PROPOSALS 2 AND 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ELECTION OF ALL NOMINEES FOR
DIRECTOR AND FOR PROPOSALS 2 AND 3.
FOR WITHHELD
1. Election of
Directors / / / /
(see reverse)
For, except vote withheld from the following nominee(s):
-------------------------------------------------------
FOR AGAINST ABSTAIN
2. Amendment of
Certificate of / / / / / /
Incorporation to
increase shares
of Common Stock
authorized
thereunder.
FOR AGAINST ABSTAIN
3. Ratification of the
appointment of KPMG / / / / / /
Peat Marwick LLP as
the independent auditors
for the year ending
December 31, 1995.
FOR AGAINST ABSTAIN
4. 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 the
signer to vote at said meeting or any adjournments thereof.
Receipt is hereby acknowledged of the Proxy Statement dated
March 29, 1995.
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.
