==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 14, 1997
SEALED AIR CORPORATION
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
Delaware 1-7834 22-1682767
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification No.)
Incorporation)
</TABLE>
Park 80 East
Saddle Brook, New Jersey 07663-5291
(Address of Principal Executive Offices) (Zip Code)
(201) 791-7600
(Registrant's telephone number, including area code)
(Not Applicable)
(Former Name or Former Address, if Changed Since Last Report)
==============================================================================
ITEM 5. OTHER EVENTS.
Sealed Air Corporation hereby files this Form 8-K/A, Amendment No. 1 to
its Form 8-K dated August 18, 1997 (the "Form 8-K"), to state that the
information contained in Item 5 of the Form 8-K is further qualified in its
entirety by reference to the Term Sheet for Senior Convertible Preferred Stock
that is attached hereto as an exhibit and incorporated by reference therein
and herein.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit No. Description
----------- -----------
4.1 Term Sheet for Senior Convertible Preferred
Stock of New Sealed Air (referred to therein as
"Newco") (Exhibit E to the Merger Agreement)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: August 20, 1997 SEALED AIR CORPORATION
By: /s/ Horst Tebbe
-----------------------
Name: Horst Tebbe
Title: Vice President-Finance and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Exhibit Page
- ----------- ------- -----
4.1 Term Sheet for Senior Convertible Preferred Stock of
New Sealed Air (referred to therein as "Newco")
(Exhibit E to the Merger Agreement)
Exhibit E
Terms of Newco Senior
Convertible Preferred Stock
Liquidation Preference: $1.8 billion aggregate.
Face Amount: $50 per share, plus accrued but unpaid
dividends.
Conversion Rate: Convertible (at any time) into Newco Common
Shares at a conversion price of $56.525 per
share or .8845644 of a Newco Common Share per
Newco Convertible Preferred Share (subject
to Antidilution Provisions).
Dividend Rate: 4% annual dividend.
Dividends to be payable quarterly in arrears
and to be cumulative.
Optional Redemption: The Newco Convertible Preferred Shares may
not be redeemed until on or after the third
anniversary of the Effective Time.
Thereafter, until the fifth anniversary of
the Effective Time, Newco may redeem for cash
the Convertible Preferred Shares, in whole or
in part at its option, at the applicable
Redemption Price plus accrued but unpaid
dividends through the payment date set forth
below, but only if the closing market price
of Newco Common Shares equals or exceeds the
applicable Target Common Stock Price set
forth below for at least 20 trading days
during any consecutive 30-day trading period
ending on the trading day prior to the date
of mailing of the notice of redemption.
After the tenth anniversary of the Effective
Time, Newco may redeem the Newco Convertible
Preferred Shares, in whole or in part
(subject to standard procedures) at any time
at its option at par plus accrued but unpaid
dividends through the payment date.
Redemption Price
Redemption Between Target Common (% of Liquidation
Anniversaries Stock Price Preference)
------------------ -------------- ----------------
3 and 4 $70.6563 102.8 (plus accrued
4 and 5 70.6563 102.4 dividends)
5 and 6 N/A 102.0
6 and 7 N/A 101.6
7 and 8 N/A 101.2
8 and 9 N/A 100.8
9 and 10 N/A 100.4
Thereafter N/A 100.0
Mandatory Redemption: 20th anniversary of the Effective Time.
Voting Rights: General voting rights with Newco Common
Shares voting as a single class and on an
as-converted basis. Special class voting
rights of preferred stock to the extent
required by NYSE rules.
Antidilution Provisions: Customary.
Ranking: Senior to junior preferred stock and common
stock or pari-passu with all other preferred
stock issued by Newco. No preferred stock
shall be issued senior to the Newco
Convertible Preferred Stock without the
consent of the holders.
Listing: NYSE.
Other Terms: Customary for a senior convertible voting
preferred stock.
