-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EEEoK55eXg4YvnZ7/tfyVznc1Nj8AwIV+B/Gz2l3e4RaMhssw+aV17iU+Sz0UoHI 4911tgKdSknLTET0at1HmA== 0000950103-98-000403.txt : 19980413 0000950103-98-000403.hdr.sgml : 19980413 ACCESSION NUMBER: 0000950103-98-000403 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980410 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEALED AIR CORP/DE CENTRAL INDEX KEY: 0001012100 STANDARD INDUSTRIAL CLASSIFICATION: UNSUPPORTED PLASTICS FILM & SHEET [3081] IRS NUMBER: 650654331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: SEC FILE NUMBER: 001-12139 FILM NUMBER: 98591696 BUSINESS ADDRESS: STREET 1: PARK 80 EAST CITY: SADDLE BROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 2017917600 MAIL ADDRESS: STREET 1: PARK 80 EAST CITY: SADDLE BROOK STATE: NJ ZIP: 07663 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 COMPANY DATA: COMPANY CONFORMED NAME: PHIPPS JOHN E CENTRAL INDEX KEY: 0001059608 STANDARD INDUSTRIAL CLASSIFICATION: [] DIRECTOR FILING VALUES: FORM TYPE: 4 BUSINESS ADDRESS: STREET 1: C/O SEALED AIR CORP STREET 2: PARK 80 EAST CITY: SADDLEBROOK STATE: NJ ZIP: 07663 BUSINESS PHONE: 2124505869 MAIL ADDRESS: STREET 1: C/O SEALED AIR CORP STREET 2: PARK 80 EAST CITY: SADDLEBROOK STATE: NJ ZIP: 07663 4 1 FORM 4 3/31/98 [ ] Check this box if non longer OMB APPROVAL subject to Section 16. Form 4 or ------------ Form 5 obligations may OMB Number: 3235-0287 continue. See Instruction 1(b). Expires: September 30, 1998 Estimated average burden (Print or Type Responses) hours per response......0.5 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 1. Name and Address of Reporting Person* Phipps John E. - ------------------------------------------- (Last) (First) (Middle) c/o Sealed Air Corporation Park 80 East - ------------------------------------------- (Street) Saddle Brook NJ 07663 - ------------------------------------------- (City) (State) (Zip) 2. Issuer Name and Ticker or Trading Symbol Sealed Air Corporation (SEE) (formerly W. R. Grace & Co. (GRA)) 3. IRS or Social Security Number of Reporting Person (Voluntary) 4. Statement for Month/Year March 1998 5. If Amendment Date of Original (Month/Year) 6. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner ------ ------ Officer (give Other (specify ------ title below) ------ below) --------------------------------- 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person --- Form filed by More than One Reporting Person --- Table I--Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature action action or Disposed of (D) Securities ship of Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirect (Instr. 8) Owned at Direct Bene- End of Month (D) or ficial (Month/ (Inst. 3 Indirect Owner- Day/ (A or and 4) (l) ship Year) Code V Amount (D) Price (Instr. 4) (Instr.4) Common Stock, par value $0.10 per share 3/31/98 J(1) 1,565 A (1) 1,565 D 3/31/98 J(1) 2,068 A (1) 2,068 I By Trust 3/31/98 J(1) 9,138 A (1) 9,138 I As Co-Trustee 3/31/98 J(1) 214 A (1) 214 I As Co-Trustee 3/31/98 J(1) 4,824 A (1) 4,824 I(2) By Spouse (In Trust) Series A Convertible Preferred Stock, par value $0.10 per share 3/31/98 J(1) 1,387 A (1) 1,387 D 3/31/98 J(1) 1,833 A (1) 1,833 I By Trust 3/31/98 J(1) 8,098 A (1) 8,098 I As Co-Trustee 3/31/98 J(1) 190 A (1) 190 I As Co-Trustee 3/31/98 J(1) 4,275 A (1) 4,275 I(2) By Spouse (In Trust) Common Stock, par value $0.01 per share 3/31/98 J(1) 2,921 D (1) 0 D 3/31/98 J(1) 3,860 D (1) 0 I By Trust 3/31/98 J(1) 17,050 D (1) 0 I As Co-Trustee 3/31/98 J(1) 400 D (1) 0 I As Co-Trustee 3/31/98 J(1) 9,000 D (1) 0 I(2) By Spouse (In Trust)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. *If the form is filed by more than one reporting person, see Instruction 4(b)(v). FORM 4 (continued)Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature tive Security sion or action action Deriva- Exer- Amount of of de- ship of Security Exer- Date Code tive cisable of Under- Deriv- rivative Form In- (Instr. 3 cise (Month/ (Instr. Securi- and lying ative Secur- of De- direct Price Day/ 8) ties Expira- Securi- Secur- ities rivative Benefi- of Year) Acquired tion ties ities Bene- Secur- cial Deri- (A) or Date (Instr. Bene- ficially ity Owner- vative Disposed (Month/ 3 and ficially Owned Direct(D) ship Secur- of (D) Day/ 4) Owned at End or In- (Instr. ity (Instr. Year) at End of direct 4) 3, 4 and 5) Month (Instr. (Instr. (Instr. 4) 4) 5) Amount Date Expir- Number Exer- ration of Code V (A) (D) cisable Date Title Shares
Explanation of Responses: (1) In accordance with the Agreement and Plan of Merger dated as of August 14, 1997 by and among W. R. Grace & Co. ("Grace"), a subsidiary of Grace and Sealed Air Corporation ("Old Sealed Air"), and pursuant to the Distribution Agreement dated as of March 30, 1998, by and among Grace and two wholly-owned subsidiaries of Grace, each share of Grace common stock, par value $0.01 per share, became, on March 31, 1998, a right to receive .536 shares of common stock, par value $0.10 per share, of Sealed Air Corporation (formerly Grace) ("New Sealed Air"), and .475 shares of Series A Convertible Preferred Stock, par value $0.10 per share, of New Sealed Air. (2) Beneficial ownership is disclaimed. ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. /s/ John E. Phipps April 9, 1998 -------------------------------- ------------------------- **Signature of Reporting Person Date Page 2 SEC 1474 (7-96) -----END PRIVACY-ENHANCED MESSAGE-----