Rule 424(b)(3) filing
Registration Statement No. 333-07311
Prospectus
20,691 SHARES
SEALED AIR CORPORATION
COMMON STOCK
(PAR VALUE $0.01 PER SHARE)
This Prospectus relates to 20,691 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. 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 July 15, 1996 was $32.25 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 July 16, 1996.
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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
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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 its principal executive office is
located 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 reasonable commercial efforts to keep the Registration
Statement of which this Prospectus forms a part effective until
March 31, 1999.
Number of Shares Number of Shares
Name of Selling Held Prior Subject to
Stockholder to This Offering This Offering
Arthur Philip Paton 5,177 5,177
Olive Margaret Paton 5,173 5,173
Colin Philip Paton 3,447 3.447
Keith Malcolm Paton 3,447 3,447
Estate of Graham Michael 3,447 3,447
Paton
All of the Shares were issued by Sealed Air pursuant to a Share
Purchase Agreement dated as of July 14, 1994 (the "Agreement") among
Sealed Air Limited, a company organized under the laws of England and
a wholly-owned subsidiary of Sealed Air ("SAL"), Arthur Philip Paton, Olive
Margaret Paton, Colin Philip Paton, Keith Malcolm Paton, and
Estate of Graham Michael Paton (such persons being individually
referred to herein as a "Selling Stockholder" and collectively
referred to as the "Selling Stockholders"), and Sealed Air,
pursuant to which SAL acquired all of the stock of Hereford Paper
and Allied Products Limited, a company incorporated under the
laws of England ("Hereford"), and all of the issued and
outstanding shares of Europads SARL, a French company with
limited liability, on July 14, 1994 (the "Hereford Acquisition").
Section 8(d) of the Agreement contains indemnification provisions under
which Sealed Air indemnified the Selling Stockholders and the Selling
Stockholders indemnified Sealed Air and SAL in connection with this
registration and offering.
None of the Selling Stockholders held any position or had a
material relationship with Sealed Air, SAL or any other affiliate
of Sealed Air during the three years preceding the
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consummation of the Hereford Acquisition. Since the Hereford Acquisition,
Colin Paton and Keith Paton, both Selling Stockholders, have been
employed by Hereford, and Colin Paton has served as managing
director of Hereford, the name of which has been changed to
Sealed Air (FPD) Limited.
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 that
they acquired in the Hereford Acquisition.
PLAN OF DISTRIBUTION
Sealed Air has been advised that the Shares may be sold
from time to time by the Selling Stockholders or by their
respective 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 Stockholders 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 Stockholders and any brokers or dealers that
participate with the Selling Stockholders in effecting
transactions in the Shares may be deemed, without so admitting,
to be underwriters. Any profits received by the Selling
Stockholders and any discounts, fees or commissions received by
such brokers or dealers might be deemed to be underwriting
discounts or commissions under the Securities Act. In addition,
any of the Shares that qualify for sale pursuant to Rule 144
under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. 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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