Rule 424(b)(3) Filing
Registration Statement No. 33-57441
Prospectus
1,070,626 SHARES
SEALED AIR CORPORATION
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus relates to 1,070,626 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 certain stockholders (the "Selling Stockholders") of Sealed
Air. See "Plan of Distribution" for a brief description of the
plan of distribution of the Shares. Neither Sealed Air nor any
of its subsidiaries will receive any of the proceeds of the sale
of such shares. All share amounts and prices 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 September 28, 1995 was $27.38 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 September 29, 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 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, 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 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 covered by this Prospectus, as listed on
Exhibit A to this Prospectus, may be offered hereunder from time
to time by the persons listed on Exhibit A ("the "Selling
Stockholders") so long as the Registration Statement of which
this Prospectus forms a part remains effective. All of the
Shares covered by this Prospectus were issued by Sealed Air
pursuant to a Share Purchase Agreement dated as of January 10,
1995 (the "Share Purchase Agreement") among Sealed Air, Sealed
Air Holdings (NZ) Limited ("Holdings"), a New Zealand
corporation, Trigon Industries Limited ("Trigon"), a New Zealand
corporation, and James William Ferguson Foreman and Diane Shirley
Foreman, each of whom is a New Zealand citizen (collectively, the
"Foremans"), pursuant to which Holdings, a wholly-owned
subsidiary of Sealed Air, acquired all of the outstanding shares
of Trigon (the "Trigon Acquisition"). Pursuant to the Share
Purchase Agreement, Sealed Air has agreed to use its commercially
reasonable efforts to keep the Registration Statement of which
this Prospectus forms a part effective until January 10, 1998.
As of the date of this Prospectus, the Foremans and
certain related interests (the "Foreman Interests") may be deemed
for the purposes of the Securities Act of 1933, as amended (the
"Securities Act"), to beneficially own approximately 664,786
Shares, representing approximately 1.6% of the outstanding shares
of Sealed Air's Common Stock. Except for the Foreman Interests,
Sealed Air has been advised that none of the Selling Stockholders
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 as of the date of this Prospectus.
To the knowledge of Sealed Air, the only shares of
Sealed Air's Common Stock owned by the persons listed on Exhibit
A as of the date of this Prospectus are the shares indicated
opposite their names, except that Messrs. Sargisson, Bushell and
Fisher hold 9,176, 6,878, and 7,800 additional shares of Sealed
Air's Common Stock, respectively, that are not subject to this
Registration Statement.
No Selling Stockholder deemed for purposes of the
Securities Act to have beneficially owned 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 Selling Stockholders have continued 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.
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PLAN OF DISTRIBUTION
The Shares covered by this Prospectus may be sold from
time to time by the Selling Stockholders listed on Exhibit A to
this Prospectus or by their pledgees, donees, transferees or
other successors in interest. Neither Sealed Air nor any of its
subsidiaries will receive any of the proceeds of the sale 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 any 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 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 brokerage fees or commissions may be paid by
the Selling Stockholders or their successors in interest in
connection with such sales, where appropriate, and that no
agreements, arrangements or understandings have been entered into
with brokers or dealers pertaining to the distribution of such
Shares.
The Selling Stockholders or their successors in
interest and any brokers or dealers that participate with the
Selling Stockholders in effecting transactions in the Shares may
be deemed, without so admitting, to be underwriters. Any profits
received by the Selling Stockholders and any discounts, fees or
commissions received by such brokers or dealers might be deemed
to be underwriting discounts or commissions under the Securities
Act. In addition, any of the Shares that qualify for sale
pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this Prospectus.
LEGAL OPINION
The validity of the Shares of Common Stock offered
hereby has been passed upon for Sealed Air by Robert M. Grace,
Jr., Esq., General Counsel and Secretary of Sealed Air. As of
the date of this Prospectus, Mr. Grace was employed by Sealed Air
and was the beneficial owner of approximately 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
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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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EXHIBIT A
Number of Shares
Names of Selling Subject to
Stockholders This Offering
Ferguson Holdings Limited 400,000
James William Company Limited 264,786
Mrs. P. C. Armstrong 6,636
Mr. L. M. Belz 13,028
Salish Investments Limited 73,578
Mr. J. C. M. Gibb, Mr. A. S. Henry 47,400
and Mr. R. L. Ancell, as trustees
of the Gibb Family Trust
Mr. J. C. M. Gibb 33,998
Brylin Group Limited 74,274
Mr. C. A. S. Newbald 5,728
Mr. M. N. Sargisson 6,672
Mr. A. B. Adams 156
Domino International Pty, Limited 9,954
Mrs. M. A. Ancell 922
Mr. R. L. Ancell 5,530
Mr. H. R. Anderson 400
Mr. J. K. Arnold 782
Mrs. S. A. Ballard 280
Mr. R. L. Barnett 1,370
Mr. A. F. Birch 400
Mr. B. J. Bourke 5,180
Mr. E. C. Bushell 690
Mr. G. A. Campbell 1,520
Mr. G. J. Cassey 200
Mr. W. P. Catcheside 3,076
Mr. K. M. Chubb 34,490
Mrs. M. D. Chubb 2,042
Mr. B. E. Cleland 200
Mr. J. S. Dawson 1,600
Mr. D. S. A. Dockerty 82
Mr. C. V. Downey 80
Mr. M. C. Eddy 200
Mr. G. T. Fisher 2,648
Mrs. M. Y. Foreman 1,522
Mr. R. E. Frew 1,472
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Number of Shares
Names of Selling Subject to
Stockholders This Offering
Mr. M. G. Fullerton 3,996
Mr. G. V. Gaugl 2,654
Mr. L. B. Guilford 678
Mr. A. R. Heathcote 740
Mr. G. Henshilwood 1,426
Mrs. C. G. Herbert 662
Mr. S. W. Jordan 2,746
Mr. B. Keller 54
Mr. P. S. Lane 200
Mr. M. J. Loft 1,516
Mr. R. M. Mackintosh 82
Mr. R. S. Manderson 2,378
Mr. D. R. McClenaghan 2,470
Mrs. M. W. McDonald 496
Mrs. K. E. McGuire 496
Mr. G. P. Metzger 13,006
Mr. B. G. Moller 828
Mrs. J. M. Moore 994
Mr. W. D. Morrison 846
Mr. R. I. Mouncey, Mrs. M. M. Mouncey 9,590
and Mr. D. G. Muller, as trustees of the
Mouncey Family Trust
Mr. M. S. Samuelson 406
Mr. I. Smith 994
Mr. L. G. Smith 2,046
Mr. D. J. Snowdon 78
Mr. T. W. Stevens 2,416
Mrs. J. A. Terry 820
Mr. S. D. Tree 368
Mr. G. T. Wardrop 1,032
Mrs. D. Wijnstok 834
Mr. R. Wijnstok 14,878
Total 1,070,626
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