As Filed with the Securities and Exchange Commission on July 1, 1996
Registration No. 333-
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)
Delaware 22-1682767
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
Park 80 East, Saddle Brook, New Jersey 07663-5291 (201) 791-7600
(Address and Telephone Number of Principal Executive Offices)
H. Katherine White, Esq.
Assistant General Counsel and Secretary
Sealed Air Corporation
Park 80 East,Saddle Brook, New Jersey 07663-5291
(201) 791-7600
(Name, Address and Telephone Number of Agent for Service)
Approximate date of proposed sale to the public: From time to time
after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ X ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of each Proposed Proposed
class of Amount maximum maximum Amount of
securities to to be offering price aggregate registration
be registered registered per unit* offering price fee
Common Stock- 374,410 $33.31 $12,471,597 $4,300.55
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
June 27, 1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS
REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE.
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PROSPECTUS
374,410 SHARES
SEALED AIR CORPORATION
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus relates to 374,410 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. The
Selling Stockholder is a director 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.
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 1996 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 , 1996.
SUBJECT TO COMPLETION, JULY 1, 1996
A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION, BUT HAS NOT YET BECOME
EFFECTIVE. INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT.
THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR
TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS
SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO
REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF SUCH STATE.
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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,
"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, 1995, which incorporates by reference
audited consolidated financial statements of Sealed Air for the
three years ended December 31, 1995 that appear in Sealed Air's
1995 Annual Report to Stockholders;
(b) Sealed Air's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996; 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
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
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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 its principal executive office is
located 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
Alan H. Miller 482,410* 374,410
* Includes 1,200 shares of Common Stock awarded to the Selling
Stockholder under the Restricted Stock Plan for Non-Employee
Directors of Sealed Air Corporation but not yet issued to the
Selling Stockholder as of the date of this Prospectus.
All of the shares covered by this Prospectus were
issued by Sealed Air pursuant to a Stock Purchase Agreement dated
as of September 19, 1983 ("Agreement"), among Sealed Air, Alan H.
Miller (the "Selling Stockholder") and NCNB National Bank of
North Carolina, serving as Escrow Agent, under which Sealed Air
acquired all of the issued and outstanding shares of common stock
of Cellu-Products Company, a Delaware corporation ("Cellu-
Products") on October 5, 1983, or issued in subsequent stock
splits with respect to the shares of Common Stock issued to the
Selling Stockholder pursuant to the Agreement.
For several months in late 1983 following the closing
of the transactions under the Agreement, the Selling Stockholder
served as the president of Cellu-Products, which was then a
subsidiary of Sealed Air, and since 1984, he has served on the
Board of Directors of Sealed Air.
As of the date of this Prospectus, the Selling
Stockholder owns more than 1.1% of the outstanding shares of
Common Stock, including the shares held by him that are subject
to this offering.
PLAN OF DISTRIBUTION
Sealed Air has been advised that the Shares may be sold
from time to time by the
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Selling Stockholder or by his 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. Sealed Air
will not receive any proceeds from the sale of the Shares.
LEGAL OPINION
The validity of the shares of Common Stock offered
hereby has been passed upon for Sealed Air by H. Katherine White,
Esq., Assistant General Counsel and Secretary of Sealed Air. As
of the date of this Prospectus, Ms. White was employed by Sealed
Air and was the beneficial owner of approximately 24,980 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, 1995 and 1994 and for each of the years in the
three-year period ended December 31, 1995 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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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.................. $4,300.55
Accounting Fees and Expenses...... 7,500.00
Miscellaneous..................... 1,000.00
Total...................$12,800.55
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
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<PAGE>
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 by the Registrant of insurance for indemnification of
directors and officers. The Registrant currently maintains
directors and officers liability insurance.
The foregoing summary of Section 145 of the General
Corporation Law, Articles THIRTEENTH and EIGHTEENTH of the
Certificate of Incorporation of the Registrant and Article VIII
of the By-Laws of the Registrant is qualified in its entirety by
reference to the relevant provisions of Section 145, the relevant
provisions of the Registrant's Certificate of Incorporation,
which are incorporated herein by reference to Exhibit 3.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995, File No. 1-7834, and the relevant provisions of
the Registrant's By-Laws, which are incorporated herein by
reference to Exhibit 3.3 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1993, File No. 1-7834.
Item 16. Exhibits.
Exhibit Number Description
2 Stock Purchase Agreement dated as of September 19,
1983 between the Registrant and Alan H. Miller,
joined in by NCNB National Bank of North Carolina,
as Escrow Agent.( Exhibit (2)(A) to the
Registrant's Current Report on Form 8-K dated
October 5, 1983, File No. 1-7834, is incorporated
herein by reference.)
4.1 Unofficial Composite Certificate of Incorporation
of the Registrant as currently in effect.
(Exhibit 3.2 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1995,
File No. 1-7834, is incorporated herein by
reference.)
4.2 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 H. Katherine White, Assistant General
Counsel and Secretary, Sealed Air Corporation, as
to the legality of the securities being registered
in this Registration Statement.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Counsel (Contained in opinion filed as
Exhibit 5).
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
(notwithstanding the foregoing any increase or decrease
in volume of securities offered [if the total dollar
value of securities offered would not exceed that which
was registered] and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement);
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that the undertakings set forth in paragraphs
(i) and (ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement.
(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)
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of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new Registration Statement relating to the
securities offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-3 and has duly caused this 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 1st
day of July, 1996.
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 July 1, 1996
T. J. Dermot Dunphy (Principal Executive
Officer)
s/ WARREN H. MCCANDLESS Senior Vice President July 1, 1996
Warren H. McCandless -Finance (Principal
Financial and
Accounting Officer)
s/JOHN K. CASTLE Director July 1, 1996
John K. Castle
s/LAWRENCE R. CODEY Director July 1, 1996
Lawrence R. Codey
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s/CHARLES F. FARRELL, JR. Director July 1, 1996
Charles F. Farrell, Jr.
s/DAVID FREEMAN Director July 1, 1996
David Freeman
s/ALAN H. MILLER Director July 1, 1996
Alan H. Miller
s/R. L. SAN SOUCIE Director July 1, 1996
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
July 1, 1996
Sealed Air Corporation
Park 80 East
Saddle Brook, NJ 07663
Dear Sirs:
I am the Assistant 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 374,410 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
Alan H. Miller (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
September 19, 1983 (the "Agreement") among the Corporation, the
Selling Stockholder, and NCNB National Bank of North Carolina,
serving as Escrow Agent, or issued in subsequent two-for-one
stock splits distributed in September 1992 and September 1995
with respect to the shares of Common Stock issued to the Selling
Stockholder pursuant to the Agreement. Pursuant to the
Agreement, the Corporation acquired all of the issued and
outstanding shares of common stock of Cellu-Products Company, a
Delaware corporation ("Cellu-Products"), on October 5, 1983.
As 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 that approved the execution, delivery and performance
of the Purchase Agreement and authorized the issuance of the
Shares under the Purchase Agreement. I have also reviewed the
resolutions adopted by the Board of Directors of the Corporation
that approved the two-for-one stock splits distributed by the
Corporation in September 1992 and September 1995. 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 the 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.
Very truly yours,
S/H. Katherine White
Assistant General Counsel
and Secretary
Exhibit 23.1
Independent Auditors' Consent
The Board of Directors
Sealed Air Corporation:
We consent to the use of our reports dated January 17, 1996 on the
consolidated financial statements and related schedule of Sealed Air
Corporation and subsidiaries as of December 31, 1995 and 1994, and
for each of the years in the three-year period ended December 31,
1995 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
June 28, 1996
