Rule 424(b)(3) Filing
Registration Statement No. 33-68614
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 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 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 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 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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