UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K/A
AMENDMENT NO. 1
(Mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the fiscal year
ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934 For the transition
period from to
Commission File Number 1-7834
SEALED AIR CORPORATION
(Exact name of registrant as specified in its charter)
State or other jurisdiction of incorporation or organization: Delaware
I.R.S. Employer Identification Number: 22-1682767
Address of principal executive offices: Park 80 East, Saddle Brook,
New Jersey 07663-5291
Registrant's telephone number, including area code: (201) 791-7600
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, par value $0.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the registrant's Common Stock
held by non-affiliates of the registrant on March 14, 1997 was
approximately $1,674,883,000.
The number of outstanding shares of the registrant's Common
Stock as of March 14, 1997 was 42,593,346.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant's 1996 Annual Report to
Stockholders are incorporated by reference into Part I and Part
II of this Annual Report on Form 10-K.
Portions of the registrant's definitive proxy statement for
its 1997 Annual Meeting of Stockholders are incorporated by
reference into Part III of this Annual Report on Form 10-K.
PART IV
Item 14. Exhibits, Financial Statement
Schedules, and Reports on Form 8-K
(a) Documents filed as a part of this Annual Report on Form
10-K:
(i) Financial Statements and Financial Statement
Schedule
See Index to Consolidated Financial Statements and
Schedule on page F-2 herein.**
(ii) Exhibits
Exhibit Number Description
3.1 Unofficial Composite Certificate of Incorporation
of the Company as currently in effect.**
3.2 By-Laws of the Company as currently in effect.
(Exhibit 3.2 to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended September
30, 1996, File No. 1-7834, is incorporated herein
by reference.)
4.1 Amended and Restated Credit Agreement among the
Company, certain of its subsidiaries, Bankers
Trust Company, as agent, and various financial
institutions, dated as of June 8, 1994 and amended
and restated as of August 22, 1996. (Exhibit 4 to
the Company's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 1996,
File No. 1-7834, is incorporated herein by
reference.)
10.1 Contingent Stock Plan of the Company, as amended.
(Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30,
1995, File No. 1-7834, is incorporated herein by
reference.)*
10.2 Restricted Stock Plan for Non-Employee Directors
of the Company, as amended. (Exhibit A to the
Company's Proxy Statement for the Annual Meeting
of Stockholders held on May 17, 1996, File Number
1-7834, is incorporated herein by reference.)*
13 Portions of the Company's 1996 Annual Report to
Stockholders that are incorporated by reference
into this Annual Report on Form 10-K.**
21 Subsidiaries of the Company.
23 Consent of KPMG Peat Marwick LLP.**
27 Financial Data Schedule.**
*Compensatory plan or arrangement of management required to be
filed as an exhibit to this report on Form 10-K.
**Previously filed with annual report on Form 10-K.
(b) Reports on Form 8-K:
The Company did not file any reports on Form 8-K during the
fiscal quarter ended December 31, 1996.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of
the Securities Exchange Act of 1934, the registrant has duly
caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
SEALED AIR CORPORATION
(Registrant)
Date: March 26, 1997 By s/T. J. DERMOT DUNPHY
T. J. Dermot Dunphy
Chief Executive Officer
EXHIBIT 21
SUBSIDIARIES OF THE COMPANY
The following table sets forth the name and state or other
jurisdiction of incorporation of the Company's subsidiaries.
Except as otherwise indicated, each subsidiary is wholly-owned,
directly or indirectly, by the Company. Except as noted, such
subsidiaries do business under their corporate names.
Aire Sellado, S.A. de C.V. Mexico
Danco (NZ) Limited*** New Zealand
E.T. Bygg AS Norway
Noja Inmobiliaria, S.A. de C.V. Mexico
Norlepak Oy Finland
Omni Supply Inc.** North Carolina
PolyMask Corporation* Delaware
Polypride, Inc. Delaware
Sealed Air Australia Pty. Limited Queensland, Australia
Sealed Air Brasil Ltda. Brazil
Sealed Air B.V. Netherlands
Sealed Air (Canada) Inc. Ontario, Canada
Sealed Air Espana, S.A. Spain
Sealed Air (Far East) Limited Hong Kong
Sealed Air (FPD) Limited England
Sealed Air GmbH Germany
Sealed Air Japan Limited Nevada
Sealed Air (Korea) Limited Korea
Sealed Air Limited England
Sealed Air (Malaysia) Sdn. Bhd. Malaysia
Sealed Air N.V. Belgium
Sealed Air (NZ) Limited New Zealand
Sealed Air Norge AS Norway
Sealed Air Oy Finland
Sealed Air Packaging (Shanghai) China
Co. Ltd.
Sealed Air S.A.** France
Sealed Air (Singapore) Pte. Singapore
Limited
Sealed Air S.p.A. Italy
Sealed Air Svenska AB Sweden
Sealed Air Systems S.A. France
Sealed Air Taiwan Limited Taiwan
Sealed Air Thailand Limited Thailand
Sealed Air Trucking, Inc. Delaware
Trigon Packaging Systems (NZ) New Zealand
Limited****
Trigon/Viskase Pty. Limited* Queensland, Australia
*The Company directly or indirectly owns 50% of the outstanding shares.
**The Company directly or indirectly owns a majority of the outstanding
shares.
***Does business as Sealed Air (New Zealand) Packaging Products Division.
****Does business as Sealed Air (New Zealand) Food Packaging Division.
Certain subsidiaries are omitted from the above table. Such
subsidiaries, if considered in the aggregate as a single
subsidiary, would not constitute a significant subsidiary as of
December 31, 1996.
