As Filed with the Securities and Exchange Commission September 20, 1995
Registration No. 33-68614
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE 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)
Delaware No. 22-1682767
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
Park 80 East, Saddle Brook, New Jersey 07663-5291 (201) 791-7600
(Address and Telephone Number of Principal Executive Offices)
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)
Approximate date of proposed sale to the public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans,
please check the following box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [ X ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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
432,646 SHARES
SEALED AIR CORPORATION
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus relates to 432,626 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 a stockholder (the "Selling Stockholder") of Sealed Air. See
"Plan of Distribution" for a brief description of the plan of
distribution of the Shares. Sealed Air will not receive any
proceeds from the sale of the Shares. All share amounts in this
Prospectus have been adjusted to reflect a two-for-one split-up
of the Common Stock in the nature of a stock dividend distributed
on September 29, 1995 to stockholders of record at the close of
business on September 15, 1995.
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 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 NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is 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
such State.
SUBJECT TO COMPLETION, SEPTEMBER 20, 1995
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STATEMENT OF AVAILABLE INFORMATION
Sealed Air is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission ("SEC"). Such reports, proxy statements and other
information filed by Sealed Air can be inspected and copied at
the Public Reference Section of the SEC located at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at regional
public reference facilities maintained by the SEC located at 500
West Madison Street, Suite 1400, Chicago, Illinois 60621-2511 and
at 7 World Trade Center, 13th Floor, New York, New York 10048.
Copies of such materials 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. Certain of such materials are also
available through the SEC's Electronic Data Gathering and
Retrieval System ("EDGAR"). 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, Inc.,
20 Broad Street, New York, New York 10005.
Sealed Air has filed with the SEC a Registration
Statement (together with all amendments and exhibits thereto,
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") covering the securities offered
hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which
are omitted from this Prospectus in accordance with the rules and
regulations of the SEC. For further information, reference is
made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Sealed Air (File No.
1-7834) with the SEC are hereby incorporated by reference into
this Prospectus:
(a) Sealed Air's Annual Report on Form 10-K for the
year ended December 31, 1994, which incorporates by reference
audited consolidated financial statements of Sealed Air for the
three years ended December 31, 1994 that appear in Sealed Air's
1994 Annual Report to Stockholders, as amended by Amendment No. 1
on Form 10-K/A to such Annual Report on Form 10-K filed May 16,
1995;
(b) 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, as amended by Amendment
No. 1 on Form 8-K/A to such Current Report on Form 8-K filed
August 10, 1995;
(c) Sealed Air's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995 and June 30, 1995; and
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(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.
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 REFERENCE THEREIN) MAY BE OBTAINED UPON ORAL OR
WRITTEN REQUEST WITHOUT CHARGE FROM THE SECRETARY, SEALED AIR
CORPORATION, PARK 80 EAST, SADDLE BROOK, NEW JERSEY 07663-5291
(TELEPHONE NUMBER 201-791-7600).
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THE COMPANY
Sealed Air Corporation and its subsidiaries are engaged
primarily in the manufacture and marketing 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 STOCKHOLDER
The shares subject to this offering (the "Shares"), as
listed below, may be offered hereunder from time to time by the
Selling Stockholder named below so long as the Registration
Statement of which this Prospectus forms a part remains
effective.
Number of Shares Number of Shares
Name of Selling Held Prior Subject to
Stockholder to This Offering This Offering
Shuford Mills, Inc. 432,646 432,646
Sealed Air has agreed with the Selling Stockholder to
use its commercially reasonable efforts to keep the Registration
Statement of which this Prospectus forms a part effective until
August 20, 1996.
All of the shares covered by this Prospectus were
issued by Sealed Air pursuant to an Asset Purchase Agreement
dated as of July 27, 1993 (the "Asset Purchase Agreement")
between Shuford Mills, Inc., a North Carolina corporation
("Shuford"), and Sealed Air, pursuant to which Sealed Air
acquired the assets of the Shurtuff Division of Shuford on August
20, 1993 (the "Shurtuff Acquisition"). The Asset Purchase
Agreement contains mutual indemnification provisions as between
Sealed Air and Shuford covering this registration and offering.
Neither Shuford nor any of its officers, directors or
shareholders held a position or had a material relationship with
Sealed Air or any affiliate thereof during the three years
preceding the consummation of the Shurtuff Acquisition. Based on
information furnished to Sealed Air by Shuford, the only shares
of Sealed Air Common Stock owned by it at the commencement of
this offering were the shares which it acquired in the Shurtuff
Acquisition.
PLAN OF DISTRIBUTION
Sealed Air has been advised that the Shares may be sold
from time to time by Shuford or by its pledgees, donees,
transferees or other successors in interest. Such sales may be
made in one or more transactions on the New York Stock Exchange,
including ordinary brokers' transactions, block transactions,
privately negotiated transactions effected on that Exchange, or
through sales to one or more brokers or dealers for resale of
such Shares as principals on or off such Exchange, at market
prices prevailing at the time of sale, at prices related to such
prevailing market prices or at negotiated prices. Sealed Air has
also been advised that usual and customary
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or specially negotiated brokerage fees or commissions may be paid by
Shuford in connection with such sales, where appropriate, and that no
agreements, arrangements or understandings have been entered into
with brokers or dealers pertaining to the distribution of the
Shares. Shuford and any brokers or dealers that participate with
Shuford in effecting transactions in the Shares may be deemed,
without so admitting, to be underwriters. Any profits received
by Shuford and any discounts, fees or commissions received by
such brokers or dealers might be deemed to be underwriting
discounts or commissions under the Securities Act. In addition,
any of the Shares that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus.
LEGAL OPINION
The validity of the shares of Common Stock offered
hereby has been passed upon for Sealed Air by Robert M. Grace,
Jr., Esq., General Counsel and Secretary of Sealed Air. As of
the date of this Prospectus, Mr. Grace was employed by Sealed Air
and was the beneficial owner of 98,316 shares of Sealed Air
Common Stock.
EXPERTS
The consolidated financial statements and financial
statement schedule of Sealed Air and its subsidiaries as of
December 31, 1994 and 1993 and for each of the years in the
three-year period ended December 31, 1994 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 1994 report of KPMG Peat Marwick LLP covering the
aforementioned consolidated financial statements refers to a
change in Sealed Air's method of accounting for income taxes
during 1993.
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 by reference to Sealed
Air's Current Report on Form 8-K reporting an event that occurred
on January 10, 1995, as amended by Sealed Air's Amendment No. 1
on Form 8-K to such Current Report on Form 8-K filed August 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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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 estimated as follows:
Registration Fee........................$1,947.75
Accounting Fees and Expenses.......... 10,000.00
Miscellaneous........................... 1,000.00
Total $12,947.75
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
Registrant's Certificate of Incorporation and the By-Laws of the
Registrant permit the purchase
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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 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, 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.
The Registrant and the selling stockholder named in the
Prospectus have agreed to indemnify each other, as well as in the
case of the selling stockholder any person who controls the
Registrant, against certain liabilities under the Securities Act
of 1933, as amended, as set forth in Section 11(d) of the Asset
Purchase Agreement constituting Exhibit (2)(A) to this
Registration Statement.
Item 16. Exhibits.
Exhibit Number Description
(2)(A)* Asset Purchase Agreement dated as of July 27, 1993
between Shuford Mills, Inc. and the Registrant.
(4)(A) Unofficial Composite Certificate of Incorporation
of the Registrant as currently in effect.
(Exhibit 3.2 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1995,
File No. 1-7834, is incorporated herein by
reference.)
(4)(B) 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.
(5)(A) Opinion of Robert M. Grace, Jr., General Counsel
and Secretary, Sealed Air Corporation, as to the
legality of the securities registered.
(23)(A)* Consent of KPMG Peat Marwick.
(23)(B)* Consent of Robert M. Grace, Jr., General Counsel
and Secretary, Sealed Air Corporation (Contained
in opinion filed as Exhibit (5)).
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(23)(C) Consent of KPMG Peat Marwick LLP.
(23)(D) Consent of Ernst & Young.
(23)(E) Consent of Robert M. Grace, Jr., General Counsel
and Secretary, Sealed Air Corporation (Contained
in opinion filed as Exhibit (5)(A)).
(24)* Powers of Attorney (Contained in signature pages
of this Registration Statement).
* Previously filed, except for certain powers of attorney filed
with this Post-Effective Amendment to Registration Statement.
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
(notwithstanding the foregoing any increase or decrease
in volume of securities offered [if the total dollar
value of securities offered would not exceed that which
was registered] and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective 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.
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(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 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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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 Post-Effective Amendment to its
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 20th day of September,
1995.
SEALED AIR CORPORATION
By s/T. J. DERMOT DUNPHY
T. J. Dermot Dunphy
President
Pursuant to the requirements of the Securities Act of
1933, this Post-Effective Amendment to 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
s/T. J. DERMOT DUNPHY* President and Director September 20, 1995
T.J. Dermot Dunphy (Principal Executive
Officer)
s/ WARREN H. MCCANDLESS Senior Vice President September 20, 1995
Warren H. McCandless -Finance (Principal
Financial and
Accounting Officer)
s/JOHN K. CASTLE* Director September 20, 1995
John K. Castle
s/LAWRENCE R. CODEY Director September 20, 1995
Lawrence R. Codey
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s/CHARLES F. FARRELL, JR.* Director September 20, 1995
Charles F. Farrell, Jr.
s/DAVID FREEMAN Director September 20, 1995
David Freeman
s/ALAN H. MILLER* Director September 20, 1995
Alan H. Miller
s/R. L. SAN SOUCIE* Director September 20, 1995
R.L. San Soucie
*By s/ROBERT M. GRACE. JR.
Attorney-in-Fact
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Sealed Air Corporation
Park 80 East/Saddle Brook, New Jersey 07663-5291/
(201)791-7600/FAX (201) 703-4205
EXHIBIT (5)(A)
September 20, 1995
Sealed Air Corporation
Park 80 East
Saddle Brook, N.J. 07663
Dear Sirs:
I am the General Counsel and Secretary of Sealed Air
Corporation, a Delaware corporation (the "Corporation"), and as
such have represented the Corporation in connection with Post-
Effective Amendment No. 1 to the Registration Statement on Form
S-3, Registration No. 33-68614 (the "Registration Statement"),
which amendment reflects 216,323 additional shares (the
"Additional Shares") of the Corporation's Common Stock, par value
$0.01 per share (the "Common Stock"), to be covered by the
Registration Statement as a result of a two-for-one stock split
in the nature of a stock dividend payable on September 29, 1995
to holders of record of the Corporation's common stock at the
close of business on September 15, 1995 (the "Stock Split").
As General Counsel for the Corporation, in addition to
participating in the preparation of Post-Effective Amendment No.
1 to the Registration Statement, I have reviewed the resolutions
adopted by the Board of Directors of the Corporation on August
17, 1995 that authorized the Stock Split and the issuance of the
Additional Shares. I have also reviewed such corporate records,
documents, instruments and certificates and have made such other
inquiries as I have considered necessary in order to furnish a
basis for rendering this opinion.
Based on the foregoing, I am of opinion that:
1. The Corporation is duly incorporated and validly
existing as a corporation in good standing under the laws of the
State of Delaware.
2. The issuance of the Additional Shares has been duly
authorized and such Additional Shares, when issued, will be
legally issued, fully paid and nonassessable shares of the Common
Stock of the Corporation.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit (5)(A) to the
Registration Statement and to the reference to me under the
caption "Legal Opinion" in the Prospectus forming a part thereof.
I wish to advise you that I am a member of the Bar of
the State of New York.
Very truly yours,
s/Robert M. Grace, Jr.
General Counsel and Secretary
Exhibit (23)(C)
Independent Auditors' Consent
The Board of Directors
Sealed Air Corporation:
We consent to the use of our reports dated January 18, 1995 on
the consolidated financial statements and related schedule of
Sealed Air Corporation and subsidiaries as of December 31, 1994
and 1993, and for each of the years in the three-year period
ended December 31, 1994 incorporated herein by reference and to
the reference to our firm under the heading "Experts" in the
prospectus. Our report on the aforementioned consolidated
financial statements refers to a change in the Company's method
of accounting for income taxes in 1993.
s/KPMG Peat Marwick LLP
Short Hills, New Jersey
September 20, 1995
Exhibit (23)(D)
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Post-Effective Amendment to Registration
Statement (Form S-3), Registration No. 33-68614, and related
Prospectus of Sealed Air Corporation and to the incorporation by
reference therein of our report dated 26 August 1994 (21 December
1994 as to certain information in Notes 16, 23 and 24), with
respect to the consolidated financial statements of Trigon
Industries Limited as of 30 June 1994 and for the year then
ended, included in Sealed Air Corporation's Current Report (Form
8-K) dated 24 January 1994, as amended August 10, 1995, filed
with the Securities and Exchange Commission.
s/ERNST & YOUNG
Chartered Accountants
Auckland, New Zealand
20 September 1995
