0001036325-11-000142.txt : 20110707 0001036325-11-000142.hdr.sgml : 20110707 20110707163522 ACCESSION NUMBER: 0001036325-11-000142 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110707 DATE AS OF CHANGE: 20110707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEALED AIR CORP/DE CENTRAL INDEX KEY: 0001012100 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 650654331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-46957 FILM NUMBER: 11956676 BUSINESS ADDRESS: STREET 1: 200 RIVERFRONT BOULEVARD CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1033 BUSINESS PHONE: 201-791-7600 MAIL ADDRESS: STREET 1: 200 RIVERFRONT BOULEVARD CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1033 FORMER COMPANY: FORMER CONFORMED NAME: WR GRACE & CO/DE DATE OF NAME CHANGE: 19961015 FORMER COMPANY: FORMER CONFORMED NAME: GRACE HOLDING INC DATE OF NAME CHANGE: 19960805 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DAVIS SELECTED ADVISERS CENTRAL INDEX KEY: 0001036325 IRS NUMBER: 850360310 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2949 E. ELVIRA ROAD STREET 2: SUITE 101 CITY: TUCSON STATE: AZ ZIP: 85706 BUSINESS PHONE: (520)806-7600 MAIL ADDRESS: STREET 1: 2949 E. ELVIRA ROAD STREET 2: SUITE 101 CITY: TUCSON STATE: AZ ZIP: 85706 SC 13D/A 1 sealedair13d1_amendment1.txt SEALED AIR CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No.1) Sealed Air Corporation ___________________________________________ (Name of Issuer) Common Stock ___________________________________________ (Title of Class of Securities) 81211K100 ___________________________________________ (CUSIP Number of Class of Securities) Thomas Tays Chief Legal Officer DAVIS SELECTED ADVISERS, L.P. 2949 East Elvira Road, Suite 101 Tucson, Arizona 85756 (520) 434-3771 ___________________________________________________________ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 6, 2011 ___________________________________________ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box: [X] Rider 1A CUSIP No. 81211K100 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS Davis Selected Advisers, L.P. ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b) X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS AF ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Colorado ___________________________________________________________________ :(7) SOLE VOTING POWER : (Discretionary Accounts) NUMBER OF SHARES BENEFICIALLY : 38,086,076 shares OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED OR NO VOTING POWER : 0 shares (Shared) 3,090,258 shares (None) ________________________________ :(9) SOLE DISPOSITIVE POWER : (Discretionary Accounts) : 41,176,334 shares ________________________________ :(10) SHARED DISPOSITIVE POWER : 0 shares ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 41,176,334 shares ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 25.8% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IA ___________________________________________________________________ CUSIP No. 81211K100 13D ___________________________________________________________________ (1) NAMES OF REPORTING PERSONS Davis New York Venture Fund ___________________________________________________________________ (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) (b)X ___________________________________________________________________ (3) SEC USE ONLY ___________________________________________________________________ (4) SOURCE OF FUNDS OO ___________________________________________________________________ (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] ___________________________________________________________________ (6) CITIZENSHIP OR PLACE OF ORGANIZATION Maryland ___________________________________________________________________ :(7) SOLE VOTING POWER : NUMBER OF SHARES BENEFICIALLY : None OWNED BY EACH REPORTING PERSON ________________________________ WITH :(8) SHARED VOTING POWER : 19,701,007 shares ________________________________ :(9) SOLE DISPOSITIVE POWER : : None ________________________________ :(10) SHARED DISPOSITIVE POWER : 19,701,007 shares ___________________________________________________________________ (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,701,007 shares ___________________________________________________________________ (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 12.4% ___________________________________________________________________ (14) TYPE OF REPORTING PERSON IV ___________________________________________________________________ Item 1. Security and Issuer The class of equity security to which this statement on Schedule 13D relates is the Common Stock (the "Securities") of Sealed Air Corporation, a Delaware corporation (the "Issuer"). The Issuer has its principal executive offices located at 200 Riverfront Boulevard Elmwood Park, New Jersey. Item 2. Identity and Background (a)-(c) This statement is being filed by Davis Selected Advisers, L.P. ("Davis Advisors"), an investment advisor registered with the Securities and Exchange Commission under the Investment Advisers Act of 1940, as amended. The address of its principal office is 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756. Davis Advisors provides discretionary portfolio management services, serving as investment adviser or sub-adviser for registered investment companies (including the Davis Funds, Selected Funds, and Clipper Fund), unregistered investment companies, offshore funds, and private accounts. Davis Advisors also works with sponsors to serve as investment adviser for managed money/wrap account programs. In certain managed money/wrap account programs, Davis Advisorswill provide non-discretionary investment management services (generally in the form of model portfolios). Davis New York Venture Fund, Inc. is a registered investment company organized as a Maryland Corporation and has four series or portfolios, including Davis New York Venture Fund. Davis New York Venture Fund, joint filer of this Schedule 13D, may be reached c/o Davis Selected Advisers, L.P. 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756. The names, business addresses, and principal occupations of the general partner and executive officer of Davis Advisors, and each director and each executive officer of Davis New York Venture Fund (collectively, the "Principals")are set forth in Schedule I. The Securities of the Issuer reported in Item 5 herein were acquired on behalf of the investment advisory clients of Davis Advisors, Inc., including Davis New York Venture Fund, under sole or shared discretionary authority granted to Davis Advisors. None of the Securities are owned by or on behalf of Davis Advisors and less than 0.5% of the Issuer's outstanding securities are owned by Davis Advisors partners and officers and officers of Davis New York Venture Fund, in aggregate. (d) During the last five years, none of Davis Advisors, Davis New York Venture Fund or any of the Principals has been convicted in any criminal proceeding. (e) During the last five years, none of Davis Advisors, Davis New York Venture Fund or any of the Principals has been a party to any civil or administrative proceeding that resulted in such person or entity being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Davis Advisors is a Colorado limited partnership; Davis New York Venture Fund is a Maryland corporation. The citizenship of each Principal is set forth in Schedule I. Item 3. Source and Amount of Funds or Other Consideration The respective investment advisory clients of Davis Advisors used approximately $876,611,548 in the aggregate to purchase the Securities reported in this filing. All funds used to purchase Securities were assets of these respective clients and none were assets of Davis Advisors. In addition, none of the funds used to purchase the Securities were provided through borrowings of any nature. Item 4. Purpose of Transaction The Securities reported in this filing have been purchased and held for investment purposes on behalf of client accounts over which Davis Advisors has either sole or shared discretionary dispositive or voting power. The Beneficial ownership on the part of Davis Advisors is expressly disclaimed, as permitted by Rule 13d-4. All purchases of Securities were made for investment purposes only and in the ordinary course of business of Davis Advisors as a registered investment advisor. Davis Advisors may, from time to time and at any time, purchase additional securities on behalf of clients in the future. Davis Advisors reserves the right to sell all or a part of the current holdings of the Securities from time to time and at any time. Davis Advisors is engaged in the business of investment management of its clients' assets and pursues an investment philosophy of identifying undervalued situations and acquiring positions in undervalued companies on behalf of its clients. In pursuing this investment philosophy, Davis Advisors analyzes the operations, capital structure and markets of companies in which its clients invest and continuously monitors the business operations of such companies through analysis of financial statements and other public documents, through discussions with knowledgeable industry observers, and with management of such companies. Davis Advisors qualifies as an institution which may elect to file securities ownership reports required by the Securities Exchange Act of 1934 on Schedule 13G and, as a routine matter, Davis Advisors utilizes Schedule 13G for its reporting of the ownership positions held by its investment advisory clients. As the result of investment analysis or the occurrence of events, Davis Advisors may desire to participate in discussions with the particular portfolio company's management or with third parties about significant matters or possible courses of action to assist in building corporate intrinsic value per share or to cause the portfolio company's true economic value to be recognized. In such situations, Davis Advisors may elect to convert a filing on Schedule 13G to a filing on Schedule 13D in order to be more active in corporate governance and management matters, and to have the ability to enter into discussions with third parties concerning proposed corporate transactions of a significant nature. On June 1, 2011, via a press release, the Issuer announced that it had entered into a definitive agreement under which the Issuer will acquire Diversey in a transaction valued at $4.3 billion. Davis Advisors: 1. has serious concerns about the proposed transaction; 2. may oppose the proposed transaction; 3. may encourage the Issuer's management to explore other strategic options to maximize shareholder value; and 4. may have additional conversations with the Issuer and/or third parties regarding opportunities to maximize the Issuer's value including any of the actions or transactions enumerated in clauses (a) through (j) of Item 4. Item 5. Interest In Securities Of The Issuer Item 5 shall be amended and restated as follows: (a) The aggregate number and percentage of Securities to which this Schedule 13D relates is 41,176,334 shares of the common stock of the Issuer, constituting approximately 25.8% of the Issuer's outstanding shares, Rider 6A. ___________________________________________________________________ Common % of outstanding Shares Common Shares Held ___________________________________________________________________ Davis Advisors' Voting Authority Sole: 38,086,076 23.9% Shared: none 0.0% None: 3,090,258 1.9% Total 41,176,334 25.8% Davis Advisors' Dispositive Authority Sole: 41,176,334 25.8% Shared: none 0.0% Total 41,176,334 25.8% ___________________________________________________________________ Davis New York Venture Fund's Voting Authority Sole: none 0.0% Shared: 19,701,007 12.4% None: none 0.0% Total 19,701,007 12.4% Davis New York Venture Fund's Dispositive Authority Sole: none 0.0% Shared: 19,701,007 12.4% Total 19,701,007 12.4% (b) Davis Advisors generally has the sole power to dispose of or to direct the disposition of the Securities held for discretionary accounts of its investment clients, and may be granted the sole power to vote or direct the vote of such Securities; such powers may be retained by or shared with the respective clients for shared or non-discretionary accounts. Shares held by Davis New York Venture Fund are reported in the "shared" category. (c) Please see Schedule II for purchase and sale transactions in the Securities during the past sixty days. (d) The investment advisory clients of Davis Advisors have the sole right to receive and, subject to notice, to withdraw the proceeds from the sale of the Securities, and the sole power to direct the receipt of dividends from any of the Securities held for their respective accounts. Such clients may also terminate the investment advisory agreements without penalty upon appropriate notice. Davis Advisors does not have an economic interest in any of the Securities reported herein. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The powers of disposition with respect to Securities owned by discretionary private accounts of Davis Advisors are established in written investment advisory agreements between clients and Davis Advisors, which are entered into in the normal and usual course of the business of Davis Advisors as a registered investment advisor and which are generally applicable to all securities purchased for the benefit of each such discretionary private account. There are no special or different agreements relating to the Securities of the Issuer. The written investment advisory agreements with clients generally do not contain provisions relating to borrowing of funds to finance the acquisition of the Securities, acquisition of control, transfer of securities, joint ventures, or any of the other transactions listed in the instructions to Item 6 of Schedule 13D other than voting of proxies. In connection with voting, Davis Advisors may be allowed or directed to vote the proxies received by client accounts. Item 7. Material to be Filed as an Exhibit Exhibit 1 Joint Filing Agreement by and between Davis Advisors and Davis New York Venture Fund, dated July 6, 2011 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 6, 2011 DAVIS SELECTED ADVISERS, L.P. By /s/ Thomas Tays _______________________________ Thomas Tays Vice President & Chief Legal Officer DAVIS NEW YORK VENTURE FUND By /s/ Thomas Tays _______________________________ Thomas Tays Vice President & Secretary EXHIBIT 1 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the persons or entities named below agree to the joint filing on behalf of each of them of this Schedule 13D with respect to the Securities of the Issuer and further agree that this joint filing agreement be included as an exhibit to this Schedule 13D. In evidence thereof, the undersigned hereby execute this Agreement as of July 6, 2011. Davis Selected Advisers, L.P. By /s/ Thomas Tays _________________________________ Thomas Tays Vice President and Chief Legal Officer Davis New York Venture Fund By /s/ Thomas Tays _______________________________ Thomas Tays Vice President & Secretary SCHEDULE I Information with Respect to Executive Officers and Directors The following information is disclosed for the general partner and each of the executive officers of Davis Advisors: name; business address; and present principal occupation or employment. Each individual identified below is a citizen of the United States. DAVIS SELECTED ADVISERS, L.P. General Partner: Davis Investments, LLC (a Delaware limited liability company) serves as Davis Selected Advisers, L.P.'s sole general partner. Davis Investments, LLC is wholly owned by Christopher Davis. Executive Officers Sole Member & Chairman Christopher C. Davis(1) President Andrew A. Davis(2) Chief Operating Officer Kenneth C. Eich(3) Chief Marketing Officer Russell O. Wiese(1) Vice President, Chief Financial Officer, Treasurer & Assistant Secretary Gary P. Tyc(3) Vice President, Chief Legal Officer, General Counsel, & Secretary Thomas D. Tays(3) Vice President & Chief Compliance Officer Sharra L. Haynes(3) Co-Chief Compliance Officer Anthony Frazia(1) Vice President & Information Technology Manager Sandra E. Duran(2) Vice President & Director of Fund Accounting Douglas A. Haines(3) Assistant Vice President Catherine A. Merlino(3) (1)Principal office 620 Fifth Avenue, 3rd Floor, New York, New York 10020 (2)Principal office 124 East Marcy Street, Santa Fe New Mexico 87501 (3)Principal office 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756 Davis New York Venture Fund The following information is disclosed for each of the directors and executive officers of Davis New York Venture Fund: name; business address; and present principal occupation or employment. Each individual identified below is a citizen of the United States. The address of each individual for purposes of correspondence is c/o Davis Selected Advisers, L.P. 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756 Directors Thomas Gayner: Chairman of the Board. President and Chief Investment Officer, Markel Corporation (an insurance company) Marc Blum: Director. Chief Executive Officer, World Total Return Fund, LLLP; of Counsel to Gordon, Feinblatt, Rothman, Hoffberger and Hollander, LLC (law firm). Andrew Davis: Director President or Vice President of each Davis Fund and Selected Fund; President, Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser. Christopher Davis: Director. President or Vice President of each Davis Fund, Selected Fund, and Clipper Fund; Chairman of Davis Selected Advisers, L.P., and also serves as an executive officer in certain companies affiliated with the Adviser. John Gates, Jr.: Director. Chairman and Chief Executive Officer of PortaeCo LLC, a private investment company. G. Bernard Hamilton: Director. Retired. Former Managing General Partner, Avanti Partners, L.P. (investment partnership). Samuel Iapalucci: Director. Retired. Former Executive Vice President and Chief Financial Officer, CH2M HILL Companies Ltd., (engineering). Robert Morgenthau: Director. Chairman, NorthRoad Capital Management LLC (an investment management firm). Marsha Williams: Director. Retired: Formerly Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc. (travel service provider) Officers Officers Christopher Davis: See description in the section on Directors. Andrew Davis: See description in the section on Directors. Kenneth Eich: Executive Vice President and Principal Executive Officer of each of the Davis Funds, Selected Funds, and Clipper Fund, Inc.; Chief Operating Officer, Davis Selected Advisers, L.P.; and also serves as an executive officer in certain companies affiliated with the Adviser. Douglas Haines: Vice President, Treasurer, Chief Financial Officer, Principal Financial Officer, and Principal Accounting Officer of each of the Davis Funds, Selected Funds, and Clipper Fund, Inc.; Vice President and Director of Fund Accounting, Davis Selected Advisers, L.P. Sharra Haynes: Vice President, Chief Compliance Officer of each of the Davis Funds, Selected Funds, and Clipper Fund, Inc.; Vice President and Chief Compliance Officer, Davis Selected Advisers, L.P.; and also serves as an executive officer in certain companies affiliated with the Adviser. Thomas Tays: Vice President and Secretary of each of the Davis Funds, Selected Funds, and Clipper Fund, Inc.; Vice President, Chief Legal Officer and Secretary, Davis Selected Advisers, L.P.; and also serves as an executive officer in certain companies affiliated with the Adviser. SCHEDULE II Securities transactions in the last 60 days. Purchases and sales by Davis Advisors were conducted in the open market in the ordinary course of business. Transaction Type Date # of Shares Price per Share (Net of commissions) Buy 05/06/11 227 $25.85 Sold 05/06/11 56,988 $25.79 Buy 05/09/11 402 $25.76 Sold 05/09/11 151,781 $25.81 Buy 05/10/11 454 $26.11 Sold 05/10/11 376,428 $26.09 Buy 05/11/11 351 $26.14 Sold 05/11/11 1,702 $26.00 Buy 05/12/11 303 $25.93 Sold 05/12/11 158,020 $26.08 Buy 05/13/11 1,198 $25.77 Sold 05/13/11 1,049 $25.69 Buy 05/16/11 1,059 $25.86 Sold 05/16/11 180,725 $25.82 Buy 05/17/11 867 $25.61 Sold 05/17/11 27,070 $25.64 Buy 05/18/11 892 $25.69 Sold 05/18/11 327,534 $25.74 Buy 05/19/11 1,168 $25.93 Sold 05/19/11 398,094 $25.97 Buy 05/20/11 1,545 $25.85 Sold 05/20/11 866 $25.85 Buy 05/23/11 1,170 $25.39 Sold 05/23/11 3,430 $25.47 Buy 05/24/11 481 $25.22 Sold 05/24/11 19,605 $25.36 Buy 05/25/11 505 $25.12 Sold 05/25/11 2,626 $25.20 Buy 05/26/11 644 $25.18 Sold 05/26/11 13,037 $25.21 Buy 05/27/11 668 $25.13 Sold 05/27/11 1,274 $25.36 Buy 05/31/11 217 $25.46 Sold 05/31/11 1,117 $25.46 Buy 06/01/11 432 $24.59 Sold 06/01/11 312,865 $24.76 Buy 06/02/11 533 $22.52 Sold 06/02/11 1,030 $22.56 Buy 06/03/11 146 $22.50 Sold 06/03/11 3,020 $22.39 Sold 06/06/11 593 $22.59 Sold 06/07/11 1,373 $23.02 Sold 06/08/11 348 $23.00 Buy 06/09/11 87 $22.25 Sold 06/09/11 130 $23.98 Sold 06/10/11 533 $23.45 Buy 06/13/11 142 $23.43 Sold 06/13/11 88 $23.36 Buy 06/14/11 10,543 $23.69 Sold 06/14/11 7,745 $23.63 Buy 06/15/11 135 $23.41 Sold 06/15/11 2,092 $23.16 Buy 06/16/11 58 $22.88 Sold 06/16/11 4,551 $23.04 Buy 06/17/11 234 $23.12 Sold 06/17/11 27,651 $23.06 Buy 06/20/11 1,141 $22.97 Sold 06/20/11 4,545 $22.96 Buy 06/21/11 238 $22.99 Sold 06/21/11 14,107 $22.98 Buy 06/22/11 242 $22.89 Sold 06/22/11 1,407 $22.85 Buy 06/23/11 530 $22.34 Sold 06/23/11 529 $22.45 Buy 06/24/11 137 $22.39 Sold 06/24/11 1,158 $22.45 Buy 06/27/11 276 $22.80 Sold 06/27/11 38,791 $22.74 Sold 06/28/11 6,317 $23.24 Sold 06/29/11 257,810 $23.47 Buy 06/30/11 388 $23.62 Sold 06/30/11 152,151 $23.58 Buy 07/01/11 600 $24.00 Sold 07/01/11 456,269 $23.91 Buy 07/05/11 1,233 $23.63 Sold 07/05/11 32,439 $23.66 Buy 07/06/11 4,317 $23.60 Sold 07/06/11 251,742 $23.60 DAVIS SELECTED ADVISERS, L.P. Schedule 13D Riders Rider 1A Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to all other provisions of the Act (however, see the Notes). Rider 6A Based upon 159,305,507 shares stated to be outstanding as of January 31, 2011 in the Issuer's Form 10_K filed with the Securities Exchange Commission on February 25, 2011.