As Filed with the Securities and Exchange Commission April 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: No. 22-1682767
Park 80 East, Saddle Brook, NJ 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
class of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate registration
be registered registered per unit* offering price fee
Common Stock- 5,072 $40.56 $205,720 $100.00
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 April 21, 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
5,072 SHARES
SEALED AIR CORPORATION
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus relates to 5,072 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.
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 April , 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 April , 1995.
SUBJECT TO COMPLETION, DATED APRIL 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,
"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;
(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; and
(c) 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
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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. 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
January 25, 1998.
Number of Shares Number of Shares
Name of Selling Held Prior Subject to
Stockholder to This Offering This Offering
Aud Rolseth Sanner 5,072 5,072
All of the shares covered by this Prospectus were
issued by Sealed Air pursuant to a Stock Purchase Agreement dated
as of May 30, 1994, as amended (the "Stock Purchase Agreement"),
between Sealed Air B.V., a Netherlands company and a wholly-owned
subsidiary of Sealed Air (the "Purchaser"), Aud Rolseth Sanner, a
Norwegian individual (the "Selling Stockholder"), and Sealed Air,
pursuant to which the Purchaser acquired all of the outstanding
shares of Emballasje-Teknikk AS, a Norwegian company (the
"Acquired Company"), on September 8, 1994 (the "Emtek
Acquisition"). The Stock Purchase Agreement contains mutual
indemnification provisions between Sealed Air and the Selling
Stockholder covering this registration and offering.
The Selling Stockholder did not hold any position or
have a material relationship with Sealed Air or any affiliate of
Sealed Air during the three years preceding the consummation of
the Emtek Acquisition. Since the Emtek Acquisition, the Selling
Stockholder has served as the general manager and a director of
the Acquired Company, which as a result of the Emtek Acquisition
is an indirect wholly-owned subsidiary of Sealed Air.
Under the Stock Purchase Agreement, the purchase price
is to be paid in four installments, the first of which was paid
at the closing on September 8, 1994, with the others payable on
January 25, 1995, January 25, 1996 and September 8, 1997. Each
installment can be paid, at the Purchaser's option, in cash, in
shares of Sealed Air's Common Stock valued at the time such
shares are issued, or in a combination of cash and shares of
Sealed Air's Common Stock, subject to a cumulative limit on the
two remaining future payments in shares of Sealed Air's Common
Stock of shares valued at 3,625,000 Norwegian krona. The shares
covered by this Prospectus were issued in partial payment of the
installment paid on January 25, 1995.
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Based on information furnished to Sealed Air by the
Selling Stockholder, the only shares of Sealed Air Common Stock
owned by her at the commencement of this offering were the shares
which she acquired in the January 25, 1995 installment. Sealed Air
has been advised that 11,079 shares of Sealed Air's Common Stock
that were issued to the Selling Stockholder at the closing on
September 8, 1994 were resold by the Selling Stockholder before the
date of this Prospectus under a registration statement previously filed by
Sealed Air in order to permit such resale. Sealed Air has agreed
with the Selling Stockholder that, if additional shares of Sealed
Air's Common Stock are issued in payment of future installments
due under the Stock Purchase Agreement, it will file registration
statements with respect to the shares so issued in order to
permit their resale by the Selling Stockholder on substantially
the same terms and conditions as this Registration Statement.
PLAN OF DISTRIBUTION
Sealed Air has been advised that the Shares may be sold
from time to time by the Selling Stockholder or by her 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 or specially
negotiated brokerage fees or commissions may be paid by the
Selling Stockholder 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. The Selling
Stockholder and any brokers or dealers that participate with the
Selling Stockholder in effecting transactions in the Shares may
be deemed, without so admitting, to be underwriters. Any profits
received by the Selling Stockholder 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 51,158 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.
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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, 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....................$ 100.00
Accounting Fees and Expenses........15,000.00
Miscellaneous....................... 1,000.00
Total..........$16,100.00
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 (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.
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 9(d) of the Stock
Purchase Agreement constituting Exhibit 2 to this Registration
Statement.
Item 16. Exhibits.
Exhibit Number Description
2 Stock Purchase Agreement dated as of May 30, 1994
between the Registrant, Sealed Air B.V. and Aud
Rolseth Sanner, and Amendment No. 1 to such Stock
Purchase Agreement dated as of September 8, 1994.
(Exhibit 2 to the Registrant's Registration
Statement on Form S-3, File No. 33-55739, 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 Robert M. Grace, Jr., General Counsel
and Secretary, Sealed Air Corporation (Contained
in opinion filed as Exhibit 5).
23.2 Consent of KPMG Peat Marwick LLP.
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23.3 Consent of Ernst & Young.
24 Powers of Attorney (Contained in signature pages
of this 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;
(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.
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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 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 26th
day of April, 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 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 April 26, 1995
T.J. Dermot Dunphy (Principal Executive
Officer)
s/WILLIAM V. HICKEY Executive Vice President April 26, 1995
William V. Hickey (Principal Financial and
Accounting Officer)
s/JOHN K. CASTLE Director April 26, 1995
John K. Castle
s/LAWRENCE R. CODEY Director April 26, 1995
Lawrence R. Codey
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s/CHARLES F. FARRELL, JR. Director April 26, 1995
Charles F. Farrell, Jr.
s/DAVID FREEMAN Director April 26, 1995
David Freeman
s/SHIRLEY A. JACKSON Director April 26, 1995
Shirley A. Jackson
S/ALAN H. MILLER Director April 26, 1995
Alan H. Miller
s/R. L. SAN SOUCIE Director April 26, 1995
R.L. San Soucie
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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
April 26, 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 5,072 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 the Aud Rolseth Sanner, a
Norwegian individual (the "Selling Stockholder"). All of the shares covered
by the Registration Statement were issued by the Corporation pursuant to a
Stock Purchase Agreement dated as of May 30, 1994, as amended (the "Stock
Purchase Agreement"), among the Corporation, Sealed Air B.V., a Netherlands
company and a wholly-owned subsidiary of the Corporation (the "Purchaser"),
and the Selling Stockholder. Pursuant to the Stock Purchase Agreement, the
Purchaser acquired all of the outstanding shares of Emballasje-Teknikk AS, a
Norwegian company, on September 8, 1994 (the "Acquisition").
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 November 2,
1993 that approved the execution, delivery and performance of the Stock
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,
s/ROBERT M. GRACE, JR.
Robert M. Grace, Jr.
General Counsel and Secretary
RMG/sra
Exhibit 23.2
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 statement 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.
KPMG Peat Marwick LLP
Short Hills, New Jersey
April 26, 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 5,072 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
25 April 1995
