Rule 424(b) filing
Registration Statement No. 333-07297
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 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 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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