As Filed with the Securities and Exchange Commission January 26, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SEALED AIR CORPORATION
(Exact Name of Issuer as Specified in its Charter)
State or Other Jurisdiction of Incorporation or Organization: Delaware
I.R.S. Employer Identification Number: 22-1682767
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]
CALCULATION OF REGISTRATION FEE
Title of each Amount to be Proposed maximum Proposed maximum Amount of
class of registered offering price aggregrate registration
securities per unit* offering price fee
to be
registered
Common Stock- 882,930 $39.75 $35,096,467.00 $12,102.23
par value shares
$0.01 per
share
* Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(c) and based on the average of
the high and low sale prices of the Registrant's Common Stock as reported in
the New York Stock Exchange consolidated reporting system on January 20, 1995.
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.
PROSPECTUS
882,930 SHARES
SEALED AIR CORPORATION
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus relates to 882,930 outstanding shares
(the "Shares") of Common Stock, par value $0.01 per share (the
"Common Stock"), of Sealed Air Corporation, a Delaware
corporation ("Sealed Air"), that are being sold for the account
of certain stockholders (the "Selling Stockholders") of Sealed
Air. See "Plan of Distribution" for a brief description of the
plan of distribution of the Shares. Under certain circumstances,
Sealed Air Holdings (NZ) Limited and Trigon Industries Limited,
New Zealand corporations that are wholly owned subsidiaries of
Sealed Air (respectively, "Holdings" and "Trigon"), may receive a
portion of the proceeds of the sale of the Shares. See "Selling
Stockholders" and "Plan of Distribution" for a brief description
of such circumstances.
The Common Stock is traded on the New York Stock
Exchange. The last reported sale price of Sealed Air Common
Stock on the New York Stock Exchange-Composite Transaction Index
on February , 1995 was $ per share.
Neither delivery of this Prospectus nor any disposition
or acquisition of Common Stock made pursuant to this Prospectus
shall, under any circumstances, create any implication that there
has been no change in the information set forth herein or
incorporated by reference herein since the date of this
Prospectus or since the dates as of which information is set
forth herein or incorporated by reference herein. No person is
authorized to give any information or to make any representations
other than as contained herein, and if given or made, such
information or representations must not be relied upon as having
been authorized by Sealed Air. This Prospectus does not
constitute an offer to sell or a solicitation of an offer to buy
shares of the Common Stock in any state to any person to whom it
is unlawful to make such offer or solicitation in such state.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is February , 1995
SUBJECT TO COMPLETION, DATED JANUARY 26, 1995
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with
the Securities and Exchange Commission. These securities may not be sold nor
may offers to buy be accepted prior to the time the registration statement
becomes effective. This prospectus shall not constitute an offer to sell or
the solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws
of any such state.
STATEMENT OF AVAILABLE INFORMATION
Sealed Air is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission ("SEC"). Such reports, proxy statements and other
information filed by Sealed Air can be inspected and copied at
the Public Reference Section of the SEC located at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at regional
public reference facilities maintained by the SEC located at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661, and at
7 World Trade Center, Suite 1300, New York, New York 10048.
Certain of such materials are also available through the SEC's
Electronic Data Gathering and Retrieval System ("EDGAR"). Copies
of such material can be obtained from the Public Reference
Section of the SEC by mail at prescribed rates. Requests should
be directed to the SEC's Public Reference Section, Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549.
Sealed Air's reports, proxy statements and other information
concerning Sealed Air can also be inspected at the offices of the
New York Stock Exchange, 20 Broad Street, New York, New York
10005.
Sealed Air has filed with the SEC a Registration
Statement (together with all amendments and exhibits thereto, the
"Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") covering the securities offered
hereby. This Prospectus does not contain all of the information
set forth in the Registration Statement, certain parts of which
are omitted from this Prospectus in accordance with the rules and
regulations of the SEC. For further information, reference is
made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by Sealed Air (File No.
1-7834) with the SEC are hereby incorporated by reference into
this Prospectus:
(a) Sealed Air's Annual Report on Form 10-K for the
year ended December 31, 1993, which incorporates by reference
audited consolidated financial statements of Sealed Air for the
three years ended December 31, 1993 that appear in Sealed Air's
1993 Annual Report to Stockholders;
(b) Sealed Air's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1994, June 30, 1994 and September
30, 1994;
(c) Sealed Air's Current Report on Form 8-K, Date of
Report January 10, 1995, reporting the acquisition by Sealed Air
of Trigon Industries Limited and including certain consolidated
financial statements of Trigon Industries Limited and certain
unaudited and pro forma financial information of Sealed Air as
and for the year ended December 31, 1994; and
(d) the description of Sealed Air's capital stock
which is contained in Item 1 of Sealed Air's Registration
Statement on Form 8-A dated May 1, 1979.
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All documents filed by Sealed Air with the SEC pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
subsequent to the date of this Prospectus and prior to the
termination of the offering of the securities covered by this
Prospectus shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the respective date
of filing of each such document.
Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in
any other subsequently filed documents which also is or is deemed
to be incorporated by reference herein or in any prospectus
supplement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this
Prospectus.
COPIES OF THE ABOVE DOCUMENTS (EXCLUDING EXHIBITS TO SUCH
DOCUMENTS, UNLESS SUCH EXHIBITS HAVE BEEN SPECIFICALLY INCORPORATED
BY 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 subject to this offering (the "Shares"), as
listed below, may be offered hereunder from time to time by the
Selling Stockholders named below so long as the Registration
Statement of which this Prospectus forms a part remains
effective. Sealed Air has agreed with the Selling Stockholders
to use its commercially reasonable efforts to keep the
Registration Statement of which this Prospectus forms a part
effective until January 10, 1998.
Names of Selling Number of Shares Held Number of Shares Subject
Stockholders Prior to This Offering to This Offering
Griton Holdings Limited 794,637 794,637
("Griton")
The New Zealand Guardian 88,293 88,293
Trust Company, as Escrow
Agent (the "Escrow Agent")
Total 882,930 882,930
All of the shares covered by this Prospectus were
issued by Sealed Air on January 10, 1995 pursuant to a Share
Purchase Agreement dated as of that date (the "Share Purchase
Agreement") among Sealed Air, Holdings, Trigon, and James William
Ferguson Foreman and Diane Shirley Foreman, each of whom is a New
Zealand citizen (collectively, the "Foremans"), pursuant to which
Holdings acquired all of the outstanding shares of Trigon (the
"Trigon Acquisition").
Prior to the consummation of the Trigon Acquisition,
the Foremans acquired all of the shares of Trigon's capital stock
not owned by them pursuant to a takeover offer effected under New
Zealand law and other applicable laws pursuant to which, among
other things, the Foremans and certain of the other former
shareholders of Trigon may, for purposes of the Securities Act of
1933, as amended, and the rules and regulations thereunder (the
"Securities Act"), be deemed to have a beneficial interest in the
Shares held by Griton and the Escrow Agent, or the proceeds of
the sale of such Shares, proportionate to their former
shareholdings in Trigon. In this regard, the Foremans and
certain related entities (the "Foreman Interests") may for the
purposes of the Securities Act be deemed to beneficially own
509,250 of the Shares held by Griton and the Escrow Agent,
representing approximately 2.4% of the outstanding shares of
Sealed Air's Common Stock at the date of this Prospectus.
Approximately fifteen individuals,
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estates and trusts that are unrelated to the Foremans and an employee
share trust maintained by Trigon, the beneficiaries of which include
approximately 158 employees of Trigon and certain of its subsidiaries
(including certain directors and officers of Trigon and its subsidiaries),
may for purposes of the Securities Act be deemed to beneficially
own the balance of such Shares. Except for the Foreman
Interests, Sealed Air has been advised that none of the former
shareholders of Trigon may for the purposes of the Securities Act
be deemed to own beneficially more than 1% of the outstanding
shares of Sealed Air's Common Stock at the date of this
Prospectus. Trigon, which is a wholly owned subsidiary of
Holdings, is also entitled to receive the net proceeds of the
disposition of certain of the Shares beneficially owned by such
employee share trust as a result of forfeitures arising prior to
the Trigon Acquisition of interests in such trust by former
employees of Trigon. In the event of the transfer by Griton of
any of the Shares to such former Trigon shareholders, such
persons may subsequently be named or otherwise identified as
Selling Stockholders pursuant to this Prospectus with respect to
the Shares transferred to them and offered for sale pursuant to
this Prospectus.
The Shares held by the Escrow Agent were deposited with
the Escrow Agent as part of an escrow fund (the "Escrow Fund")
that was established in order to provide security for certain
indemnity obligations of the Foremans to Sealed Air and Holdings
pursuant to the Share Purchase Agreement. During the term of the
Escrow Fund, the Escrow Agent will be entitled to receive any
cash dividends paid on the Shares held by it for the benefit, in
certain circumstances, of the Foreman Interests and the other
former shareholders of Trigon who may be deemed for the purposes
of the Securities Act to have beneficial interests in such
Shares and to exercise any voting rights with respect to such
Shares upon the instructions of the Foremans. Such Escrow Fund
will terminate on the later of January 10, 1997 and the date that
any then pending or asserted indemnity claims are finally
resolved.
No former Trigon shareholder deemed for purposes of the
Securities Act to beneficially own any of the Shares covered by
this Registration Statement held any position or had a material
relationship with Sealed Air or any affiliate of Sealed Air
during the three years preceding the consummation of the Trigon
Acquisition. Subsequent to the Trigon Acquisition, certain of
the former shareholders of Trigon continue to serve as directors
or officers of Trigon or certain of its subsidiaries, and the
Foremans have retired from Trigon and its subsidiaries and become
consultants to Sealed Air.
Based on information furnished to Sealed Air by the
Selling Stockholders, the only shares of Sealed Air Common Stock
owned by them at the commencement of this offering were the
shares acquired in the Trigon Acquisition.
PLAN OF DISTRIBUTION
Pursuant to the Share Purchase Agreement, the Selling
Stockholders may deposit all or any portion of the Shares covered
by the Registration Statement with a brokerage firm or other
financial institution to be mutually agreed upon (the "Broker")
within 30 days after Sealed Air has given notice of the
effectiveness of the Registration Statement to the Selling
Stockholders. Thereafter, Griton may elect to cause the Broker
to sell a number of the Shares specified in such election, and
the Escrow Agent will cause all of the Shares held by it to be
sold, within the 90 days following such election plus reasonable
extensions of such time period if any
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are necessary due to adverse market conditions. Sealed Air has been
advised by Griton that it intends to make such election as a result of
demands made upon it for cash from representatives of the former shareholders
of Trigon. Because of their right to receive the proceeds from
such sales by Griton, such former shareholders may be deemed for
purposes of the Securities Act to beneficially own the Shares
subject to such election. If the net proceeds of the sale of
such Shares exceed approximately $55.55 (NZ) (approximately
$35.70 (U.S.) at the exchange rate used to calculate the number
of shares of Sealed Air's Common Stock issued in the Trigon
Acquisition) per share, then Holdings is entitled to receive the
amount of such excess from the Selling Stockholders. Proceeds of
sale that are paid to Holdings, if any, will be added to working
capital or used to repay debt. If the net proceeds of the sale of
such shares are less than approximately $55.55 (NZ) per share, then
Holdings is obligated to pay to the Selling Stockholders an amount in New
Zealand Dollars equal to the amount of such deficiency.
Holdings' obligation to make such payment has been guaranteed by
Sealed Air pursuant to the terms of the Share Purchase Agreement.
Any of the Shares that are not sold by the Broker
within the 90-day period specified in the preceding paragraph or
reasonable extensions thereof will not be subject to the price
protection provision summarized in the proceeding paragraph. In
that event, Sealed Air has been advised that such unsold Shares
may be sold from time to time by the Selling Stockholders or by
their pledgees, donees, transferees or other successors in
interest, including any former shareholder of Trigon who receives
any of the Shares from Griton or pursuant to any transfer or
other distribution of the Shares held by Griton to the former
Trigon shareholders who may for the purposes of the Securities
Act be deemed to be beneficial owners of such Shares.
Any sales made pursuant to the offering set forth in
this Prospectus may be made in one or more transactions on the
New York Stock Exchange or other exchanges or in the over-the-
counter market or otherwise, at prices and at terms then
prevailing or at prices related to the then current market price,
or in negotiated transactions. The shares may be sold in one or
more transactions, including ordinary brokers' transactions
through the Broker or any other broker selected by the Selling
Stockholders or their successors in interest including
transactions in which such broker solicits purchasers, block
transactions in which such broker or dealer will attempt to sell
the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction, exchange
distributions in accordance with the rules of such exchange, or
sales to one or more brokers or dealers for resale of such Shares
as principals pursuant to this Prospectus. In effecting sales,
the Broker or other brokers or dealers engaged by the Selling
Stockholders or their successors in interest may arrange for
other brokers or dealers to participate. Sealed Air has also
been advised that usual and customary or specially negotiated
brokerage fees or commissions may be paid by the Selling
Stockholders or their successors in interest in connection with
such sales, where appropriate (which fees or commissions may be
borne by Holdings during the 90-day period referred to above in
the event that Holdings is required to make a payment to the
Selling Stockholders pursuant to the price protection provision
summarized above), and that no agreements, arrangements or
understandings have been entered into with brokers or dealers
pertaining to the distribution of such Shares other than as
described above.
The Selling Stockholders or their successors in
interest, the Broker and any other brokers or dealers that
participate with the Selling Stockholders in effecting
transactions in the
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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 45,904 shares of
Sealed Air Common Stock.
EXPERTS
The consolidated financial statements and financial
statement schedules of Sealed Air and its subsidiaries as of
December 31, 1993 and 1992 and for each of the years in the
three-year period ended December 31, 1993 incorporated by
reference in this Prospectus and in the Registration Statement
have been incorporated by reference herein and in the
Registration Statement in reliance upon the reports of KPMG Peat
Marwick LLP, independent certified public accountants, and upon
the authority of such firm as experts in auditing and accounting.
The report of KPMG Peat Marwick LLP covering the December 31,
1993 consolidated financial statements refers to a change in
Sealed Air's method of accounting for income taxes.
The consolidated financial statements of Trigon
Industries Limited prepared in accordance with New Zealand
generally accepted accounting principles as of June 30, 1994 and
for the year then ended have been incorporated by reference
herein and in the Registration Statement by reference to Sealed
Air's Current Report on Form 8-K reporting an event that occurred
on January 10, 1995, in reliance upon the report of Ernst &
Young, independent chartered accountants, given upon the
authority of such firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The fees and expenses to be paid by the Registrant in
connection with the distribution of the securities being
registered hereby are set forth below. All amounts are estimates
except the registration fee:
Registration Fee $12,102
Accounting Fees and Expenses 27,500
Miscellaneous 1,000
Total $40,602
Item 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State
of Delaware (the "General Corporation Law") provides that: (1)
under certain circumstances a corporation may indemnify a
director or officer made party to, or threatened to be made party
to, any civil, criminal, administrative or investigative action,
suit or proceeding (other than an action by or in the right of
the corporation) because such person is or was a director,
officer, employee or agent of the corporation, or because such
person is or was so serving another enterprise at the request of
the corporation, against expenses, judgments, fines and amounts
paid in settlement reasonably incurred by such person in
connection with such action, suit or proceeding, if such person
acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to criminal cases, had no
reasonable cause to believe such person's conduct was unlawful;
(2) under certain circumstances a corporation may indemnify a
director or officer made party to, or threatened to be made party
to, any action or suit by or in the right of the corporation for
judgment in favor of the corporation because such person is or
was a director, officer, employee or agent of the corporation, or
because such person is or was so serving another enterprise at
the request of the corporation, against expenses reasonably
incurred by such person in connection with the defense or
settlement of such action or suit if such person acted in good
faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation; and (3) a
director or officer shall be indemnified by the corporation
against expenses reasonably incurred by such person in connection
with and to the extent that such person has been successful on
the merits or otherwise in defense of any action, suit or
proceeding referred to in the preceding clauses, or in defense of
any claim, issue or matter therein.
Under Article THIRTEENTH of the Registrant's
Certificate of Incorporation and Article VIII of the Registrant's
By-Laws, indemnification of directors and officers is provided
for to the fullest extent permitted under the General Corporation
Law. Article EIGHTEENTH of the Registrant's Certificate of
Incorporation eliminates the liability of directors for monetary
damages for breach of fiduciary duty as directors, except to the
extent such exemption from liability is not permitted under the
General Corporation Law. The General Corporation Law, the
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Registrant's Certificate of Incorporation and the By-Laws of the
Registrant permit the purchase by the Registrant of insurance for
indemnification of directors and officers. The Registrant
currently maintains directors and officers liability insurance.
The foregoing summary of Section 145 of the General
Corporation Law, Articles THIRTEENTH and EIGHTEENTH of the
Certificate of Incorporation of the Registrant and Article VIII
of the By-Laws of the Registrant is qualified in its entirety by
reference to the relevant provisions of Section 145, the relevant
provisions of the Registrant's Certificate of Incorporation,
which are incorporated herein by reference to Exhibit (2)(B) to
the Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1992, File No. 1-7834, and the relevant provisions
of the Registrant's By-Laws, which are incorporated herein by
reference to Exhibit 3.3 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993, File No. 1-7834.
Item 16. Exhibits.
Exhibit Number Description
2 Trigon Industries Limited Share Purchase Agreement
dated as of January 10, 1995 between the
Registrant, Sealed Air Holdings (NZ) Limited,
Trigon Industries Limited, James William Ferguson
Foreman and Diane Shirley Foreman (Exhibit 2 to
the Registrant's Current Report on Form 8-K, Date
of Report January 10, 1995, File No. 1-7834, is
incorporated herein by reference.)
4.1 Unofficial Composite Certificate of Incorporation
of the Registrant as currently in effect.
(Exhibit (2)(B) to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30,
1992, File No. 1-7834, is incorporated herein by
reference.)
4.2 By-Laws of the Registrant as currently in effect.
(Exhibit 3.3 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993,
File No. 1-7834, is incorporated herein by
reference.)
5 Opinion of Robert M. Grace, Jr., General Counsel
and Secretary, Sealed Air Corporation, as to the
legality of the securities registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Robert M. Grace, Jr., General Counsel
and Secretary, Sealed Air Corporation (Contained
in opinion filed as Exhibit 5).
23.3 Consent of Ernst & Young.
24 Powers of Attorney (Contained in signature pages
of this Registration Statement).
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Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made of the securities registered hereby, a post-
effective amendment to this Registration Statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered herein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That, for purposes of determining any liability
under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the 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
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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 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 24th
day of January, 1995.
SEALED AIR CORPORATION
By T. J. DERMOT DUNPHY
T. J. Dermot Dunphy
President
Pursuant to the requirements of the Securities Act of
1933, this 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
T. J. DERMOT DUNPHY President and Director January 24, 1995
T.J. Dermot Dunphy (Principal Executive
Officer)
WILLIAM V. HICKEY Executive Vice President January 24, 1995
William V. Hickey (Principal Financial
and Accounting Officer)
JOHN K. CASTLE Director January 24, 1995
John K. Castle
LAWRENCE R. CODEY Director January 24, 1995
Lawrence R. Codey
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CHARLES F. FARRELL, JR. Director January 24, 1995
Charles F. Farrell, Jr.
DAVID FREEMAN Director January 24, 1995
David Freeman
SHIRLEY A. JACKSON Director January 24, 1995
Shirley A. Jackson
ALAN H. MILLER Director January 24, 1995
Alan H. Miller
R. L. SAN SOUCIE Director January 24, 1995
R.L. San Soucie
EXHIBIT 5
Sealed Air Corporation
Park 80 East/Saddle Brook, New Jersey 07663-5291/
(201) 791-7600/FAX (201) 703-4205
January 24, 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 a
Registration Statement on Form S-3 (the "Registration Statement")
of the Corporation providing for the registration under the
Securities Act of 1933, as amended, of 882,930 shares (the
"Shares") of the Corporation's Common Stock, par value $0.01 per
share (the "Common Stock"), that are being sold for the account
of certain selling stockholders. All of the shares covered by
the Registration Statement were issued by the Corporation
pursuant to a Share Purchase Agreement dated as of January 10,
1995 (the "Share Purchase Agreement") between the Corporation,
Sealed Air Holdings (NZ) Limited, a wholly owned subsidiary of
the Corporation ("Holdings"), Trigon Industries Limited, a
privately owned New Zealand corporation ("Trigon"), and James
William Ferguson Foreman and Diane Shirley Foreman pursuant to
which Holdings acquired all of the outstanding capital stock of
Trigon.
As General Counsel for the Corporation, in addition to
participating in the preparation of the Registration Statement, I
have reviewed the resolutions adopted by the Board of Directors
of the Corporation on December 15, 1994 that approved the
execution, delivery and performance of the Share Purchase
Agreement and authorized the issuance of the 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 Shares are and, when sold pursuant to the
Registration Statement will be, legally issued, fully paid and
nonassessable shares of Common Stock of the Corporation.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as Exhibit 5 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,
Robert M. Grace, Jr.
General Counsel and Secretary
RMG/sra
EXHIBIT 23.1
Independent Auditors' Consent
The Board of Directors
Sealed Air Corporation:
We consent to the use of our reports dated January 19, 1994 on
the consolidated financial statements and related schedules of
Sealed Air Corporation and subsidiaries as of December 31, 1993
and 1992, and for each of the years in the three-year period then
ended 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.
KPMG Peat Marwick LLP
Short Hills, New Jersey
January 24, 1995
EXHIBIT 23.3
Consent of Independent Auditors
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
Prospectus of Sealed Air Corporation for the registration of
882,930 shares of its common stock 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, filed with the Securities and Exchange
Commission.
ERNST & YOUNG
Auckland, New Zealand Chartered Accountants
24 January 1995
