-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, iLsAP+11O7eLDsPKhF02zB2T2jlkKsKmaYz/fGaJMg1EJoApPCnsTHS4UcE/5336 +ZLIDdri+BbVZsZ/VjTqtQ== 0000088204-95-000005.txt : 19950607 0000088204-95-000005.hdr.sgml : 19950607 ACCESSION NUMBER: 0000088204-95-000005 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19950126 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEALED AIR CORP CENTRAL INDEX KEY: 0000088204 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PLASTIC PRODUCTS [3080] IRS NUMBER: 221682767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-57441 FILM NUMBER: 95502995 BUSINESS ADDRESS: STREET 1: PARK 80 EAST CITY: SADDLE BROOK STATE: NJ ZIP: 07662 BUSINESS PHONE: 2017917600 FORMER COMPANY: FORMER CONFORMED NAME: CHAVANNES M A DATE OF NAME CHANGE: 19670406 S-3 1 As Filed with the Securities and Exchange Commission January 26, 1995 Registration No. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEALED AIR CORPORATION (Exact Name of Issuer as Specified in its Charter) State or Other Jurisdiction of Incorporation or Organization: Delaware I.R.S. Employer Identification Number: 22-1682767 Park 80 East, Saddle Brook, New Jersey 07663-5291 (201) 791-7600 (Address and Telephone Number of Principal Executive Offices) Robert M. Grace, Jr., Esq. General Counsel and Secretary Sealed Air Corporation Park 80 East Saddle Brook, New Jersey 07663-5291 (201) 791-7600 (Name, Address and Telephone Number of Agent for Service) Approximate date of proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] CALCULATION OF REGISTRATION FEE Title of each Amount to be Proposed maximum Proposed maximum Amount of class of registered offering price aggregrate registration securities per unit* offering price fee to be registered Common Stock- 882,930 $39.75 $35,096,467.00 $12,102.23 par value shares $0.01 per share * Estimated solely for the purpose of determining the amount of the registration fee in accordance with Rule 457(c) and based on the average of the high and low sale prices of the Registrant's Common Stock as reported in the New York Stock Exchange consolidated reporting system on January 20, 1995. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY DETERMINE. PROSPECTUS 882,930 SHARES SEALED AIR CORPORATION COMMON STOCK (PAR VALUE $0.01 PER SHARE) This Prospectus relates to 882,930 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 certain stockholders (the "Selling Stockholders") of Sealed Air. See "Plan of Distribution" for a brief description of the plan of distribution of the Shares. Under certain circumstances, Sealed Air Holdings (NZ) Limited and Trigon Industries Limited, New Zealand corporations that are wholly owned subsidiaries of Sealed Air (respectively, "Holdings" and "Trigon"), may receive a portion of the proceeds of the sale of the Shares. See "Selling Stockholders" and "Plan of Distribution" for a brief description of such circumstances. 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 February , 1995 was $ 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 February , 1995 SUBJECT TO COMPLETION, DATED JANUARY 26, 1995 Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. 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, the "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, 1993, which incorporates by reference audited consolidated financial statements of Sealed Air for the three years ended December 31, 1993 that appear in Sealed Air's 1993 Annual Report to Stockholders; (b) Sealed Air's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994, June 30, 1994 and September 30, 1994; (c) Sealed Air's Current Report on Form 8-K, Date of Report January 10, 1995, reporting the acquisition by Sealed Air of Trigon Industries Limited and including certain consolidated financial statements of Trigon Industries Limited and certain unaudited and pro forma financial information of Sealed Air as and for the year ended December 31, 1994; and (d) 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. 2 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 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). 3 THE COMPANY Sealed Air Corporation and its subsidiaries are engaged primarily in the manufacture and sale of protective and specialty packaging materials and systems. Originally formed in 1960, Sealed Air is incorporated in the State of Delaware and has its principal executive office at Park 80 East, Saddle Brook, New Jersey 07663-5291 (Telephone: 201-791-7600). SELLING STOCKHOLDERS The shares subject to this offering (the "Shares"), as listed below, may be offered hereunder from time to time by the Selling Stockholders named below so long as the Registration Statement of which this Prospectus forms a part remains effective. Sealed Air has agreed with the Selling Stockholders to use its commercially reasonable efforts to keep the Registration Statement of which this Prospectus forms a part effective until January 10, 1998. Names of Selling Number of Shares Held Number of Shares Subject Stockholders Prior to This Offering to This Offering Griton Holdings Limited 794,637 794,637 ("Griton") The New Zealand Guardian 88,293 88,293 Trust Company, as Escrow Agent (the "Escrow Agent") Total 882,930 882,930 All of the shares covered by this Prospectus were issued by Sealed Air on January 10, 1995 pursuant to a Share Purchase Agreement dated as of that date (the "Share Purchase Agreement") among Sealed Air, Holdings, Trigon, and James William Ferguson Foreman and Diane Shirley Foreman, each of whom is a New Zealand citizen (collectively, the "Foremans"), pursuant to which Holdings acquired all of the outstanding shares of Trigon (the "Trigon Acquisition"). Prior to the consummation of the Trigon Acquisition, the Foremans acquired all of the shares of Trigon's capital stock not owned by them pursuant to a takeover offer effected under New Zealand law and other applicable laws pursuant to which, among other things, the Foremans and certain of the other former shareholders of Trigon may, for purposes of the Securities Act of 1933, as amended, and the rules and regulations thereunder (the "Securities Act"), be deemed to have a beneficial interest in the Shares held by Griton and the Escrow Agent, or the proceeds of the sale of such Shares, proportionate to their former shareholdings in Trigon. In this regard, the Foremans and certain related entities (the "Foreman Interests") may for the purposes of the Securities Act be deemed to beneficially own 509,250 of the Shares held by Griton and the Escrow Agent, representing approximately 2.4% of the outstanding shares of Sealed Air's Common Stock at the date of this Prospectus. Approximately fifteen individuals, 4 estates and trusts that are unrelated to the Foremans and an employee share trust maintained by Trigon, the beneficiaries of which include approximately 158 employees of Trigon and certain of its subsidiaries (including certain directors and officers of Trigon and its subsidiaries), may for purposes of the Securities Act be deemed to beneficially own the balance of such Shares. Except for the Foreman Interests, Sealed Air has been advised that none of the former shareholders of Trigon may for the purposes of the Securities Act be deemed to own beneficially more than 1% of the outstanding shares of Sealed Air's Common Stock at the date of this Prospectus. Trigon, which is a wholly owned subsidiary of Holdings, is also entitled to receive the net proceeds of the disposition of certain of the Shares beneficially owned by such employee share trust as a result of forfeitures arising prior to the Trigon Acquisition of interests in such trust by former employees of Trigon. In the event of the transfer by Griton of any of the Shares to such former Trigon shareholders, such persons may subsequently be named or otherwise identified as Selling Stockholders pursuant to this Prospectus with respect to the Shares transferred to them and offered for sale pursuant to this Prospectus. The Shares held by the Escrow Agent were deposited with the Escrow Agent as part of an escrow fund (the "Escrow Fund") that was established in order to provide security for certain indemnity obligations of the Foremans to Sealed Air and Holdings pursuant to the Share Purchase Agreement. During the term of the Escrow Fund, the Escrow Agent will be entitled to receive any cash dividends paid on the Shares held by it for the benefit, in certain circumstances, of the Foreman Interests and the other former shareholders of Trigon who may be deemed for the purposes of the Securities Act to have beneficial interests in such Shares and to exercise any voting rights with respect to such Shares upon the instructions of the Foremans. Such Escrow Fund will terminate on the later of January 10, 1997 and the date that any then pending or asserted indemnity claims are finally resolved. No former Trigon shareholder deemed for purposes of the Securities Act to beneficially own any of the Shares covered by this Registration Statement held any position or had a material relationship with Sealed Air or any affiliate of Sealed Air during the three years preceding the consummation of the Trigon Acquisition. Subsequent to the Trigon Acquisition, certain of the former shareholders of Trigon continue to serve as directors or officers of Trigon or certain of its subsidiaries, and the Foremans have retired from Trigon and its subsidiaries and become consultants to Sealed Air. Based on information furnished to Sealed Air by the Selling Stockholders, the only shares of Sealed Air Common Stock owned by them at the commencement of this offering were the shares acquired in the Trigon Acquisition. PLAN OF DISTRIBUTION Pursuant to the Share Purchase Agreement, the Selling Stockholders may deposit all or any portion of the Shares covered by the Registration Statement with a brokerage firm or other financial institution to be mutually agreed upon (the "Broker") within 30 days after Sealed Air has given notice of the effectiveness of the Registration Statement to the Selling Stockholders. Thereafter, Griton may elect to cause the Broker to sell a number of the Shares specified in such election, and the Escrow Agent will cause all of the Shares held by it to be sold, within the 90 days following such election plus reasonable extensions of such time period if any 5 are necessary due to adverse market conditions. Sealed Air has been advised by Griton that it intends to make such election as a result of demands made upon it for cash from representatives of the former shareholders of Trigon. Because of their right to receive the proceeds from such sales by Griton, such former shareholders may be deemed for purposes of the Securities Act to beneficially own the Shares subject to such election. If the net proceeds of the sale of such Shares exceed approximately $55.55 (NZ) (approximately $35.70 (U.S.) at the exchange rate used to calculate the number of shares of Sealed Air's Common Stock issued in the Trigon Acquisition) per share, then Holdings is entitled to receive the amount of such excess from the Selling Stockholders. Proceeds of sale that are paid to Holdings, if any, will be added to working capital or used to repay debt. If the net proceeds of the sale of such shares are less than approximately $55.55 (NZ) per share, then Holdings is obligated to pay to the Selling Stockholders an amount in New Zealand Dollars equal to the amount of such deficiency. Holdings' obligation to make such payment has been guaranteed by Sealed Air pursuant to the terms of the Share Purchase Agreement. Any of the Shares that are not sold by the Broker within the 90-day period specified in the preceding paragraph or reasonable extensions thereof will not be subject to the price protection provision summarized in the proceeding paragraph. In that event, Sealed Air has been advised that such unsold Shares may be sold from time to time by the Selling Stockholders or by their pledgees, donees, transferees or other successors in interest, including any former shareholder of Trigon who receives any of the Shares from Griton or pursuant to any transfer or other distribution of the Shares held by Griton to the former Trigon shareholders who may for the purposes of the Securities Act be deemed to be beneficial owners of such Shares. Any sales made pursuant to the offering set forth in this Prospectus may be made in one or more transactions on the New York Stock Exchange or other exchanges or in the over-the- counter market or otherwise, at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions. The shares may be sold in one or more transactions, including ordinary brokers' transactions through the Broker or any other broker selected by the Selling Stockholders or their successors in interest including transactions in which such broker solicits purchasers, block transactions in which such broker or dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction, exchange distributions in accordance with the rules of such exchange, or sales to one or more brokers or dealers for resale of such Shares as principals pursuant to this Prospectus. In effecting sales, the Broker or other brokers or dealers engaged by the Selling Stockholders or their successors in interest may arrange for other brokers or dealers to participate. Sealed Air has also been advised that usual and customary or specially negotiated brokerage fees or commissions may be paid by the Selling Stockholders or their successors in interest in connection with such sales, where appropriate (which fees or commissions may be borne by Holdings during the 90-day period referred to above in the event that Holdings is required to make a payment to the Selling Stockholders pursuant to the price protection provision summarized above), and that no agreements, arrangements or understandings have been entered into with brokers or dealers pertaining to the distribution of such Shares other than as described above. The Selling Stockholders or their successors in interest, the Broker and any other brokers or dealers that participate with the Selling Stockholders in effecting transactions in the 6 Shares may be deemed, without so admitting, to be underwriters. Any profits received by the Selling Stockholders 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. LEGAL OPINION The validity of the shares of Common Stock offered hereby has been passed upon for Sealed Air by Robert M. Grace, Jr., Esq., General Counsel and Secretary of Sealed Air. As of the date of this Prospectus, Mr. Grace was employed by Sealed Air and was the beneficial owner of approximately 45,904 shares of Sealed Air Common Stock. EXPERTS The consolidated financial statements and financial statement schedules of Sealed Air and its subsidiaries as of December 31, 1993 and 1992 and for each of the years in the three-year period ended December 31, 1993 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. The report of KPMG Peat Marwick LLP covering the December 31, 1993 consolidated financial statements refers to a change in Sealed Air's method of accounting for income taxes. The consolidated financial statements of Trigon Industries Limited prepared in accordance with New Zealand generally accepted accounting principles as of June 30, 1994 and for the year then ended have been incorporated by reference herein and in the Registration Statement by reference to Sealed Air's Current Report on Form 8-K reporting an event that occurred on January 10, 1995, in reliance upon the report of Ernst & Young, independent chartered accountants, given upon the authority of such firm as experts in auditing and accounting. 7 PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. The fees and expenses to be paid by the Registrant in connection with the distribution of the securities being registered hereby are set forth below. All amounts are estimates except the registration fee: Registration Fee $12,102 Accounting Fees and Expenses 27,500 Miscellaneous 1,000 Total $40,602 Item 15. Indemnification of Directors and Officers. Section 145 of the General Corporation Law of the State of Delaware (the "General Corporation Law") provides that: (1) under certain circumstances a corporation may indemnify a director or officer made party to, or threatened to be made party to, any civil, criminal, administrative or investigative action, suit or proceeding (other than an action by or in the right of the corporation) because such person is or was a director, officer, employee or agent of the corporation, or because such person is or was so serving another enterprise at the request of the corporation, against expenses, judgments, fines and amounts paid in settlement reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to criminal cases, had no reasonable cause to believe such person's conduct was unlawful; (2) under certain circumstances a corporation may indemnify a director or officer made party to, or threatened to be made party to, any action or suit by or in the right of the corporation for judgment in favor of the corporation because such person is or was a director, officer, employee or agent of the corporation, or because such person is or was so serving another enterprise at the request of the corporation, against expenses reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation; and (3) a director or officer shall be indemnified by the corporation against expenses reasonably incurred by such person in connection with and to the extent that such person has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the preceding clauses, or in defense of any claim, issue or matter therein. Under Article THIRTEENTH of the Registrant's Certificate of Incorporation and Article VIII of the Registrant's By-Laws, indemnification of directors and officers is provided for to the fullest extent permitted under the General Corporation Law. Article EIGHTEENTH of the Registrant's Certificate of Incorporation eliminates the liability of directors for monetary damages for breach of fiduciary duty as directors, except to the extent such exemption from liability is not permitted under the General Corporation Law. The General Corporation Law, the II-1 Registrant's Certificate of Incorporation and the By-Laws of the Registrant permit the purchase by the Registrant of insurance for indemnification of directors and officers. The Registrant currently maintains directors and officers liability insurance. The foregoing summary of Section 145 of the General Corporation Law, Articles THIRTEENTH and EIGHTEENTH of the Certificate of Incorporation of the Registrant and Article VIII of the By-Laws of the Registrant is qualified in its entirety by reference to the relevant provisions of Section 145, the relevant provisions of the Registrant's Certificate of Incorporation, which are incorporated herein by reference to Exhibit (2)(B) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992, File No. 1-7834, and the relevant provisions of the Registrant's By-Laws, which are incorporated herein by reference to Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, File No. 1-7834. Item 16. Exhibits. Exhibit Number Description 2 Trigon Industries Limited Share Purchase Agreement dated as of January 10, 1995 between the Registrant, Sealed Air Holdings (NZ) Limited, Trigon Industries Limited, James William Ferguson Foreman and Diane Shirley Foreman (Exhibit 2 to the Registrant's Current Report on Form 8-K, Date of Report January 10, 1995, File No. 1-7834, is incorporated herein by reference.) 4.1 Unofficial Composite Certificate of Incorporation of the Registrant as currently in effect. (Exhibit (2)(B) to the Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 1992, File No. 1-7834, is incorporated herein by reference.) 4.2 By-Laws of the Registrant as currently in effect. (Exhibit 3.3 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1993, File No. 1-7834, is incorporated herein by reference.) 5 Opinion of Robert M. Grace, Jr., General Counsel and Secretary, Sealed Air Corporation, as to the legality of the securities registered. 23.1 Consent of KPMG Peat Marwick LLP. 23.2 Consent of Robert M. Grace, Jr., General Counsel and Secretary, Sealed Air Corporation (Contained in opinion filed as Exhibit 5). 23.3 Consent of Ernst & Young. 24 Powers of Attorney (Contained in signature pages of this Registration Statement). II-2 Item 17. Undertakings. The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, a post- effective amendment to this Registration Statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that the undertakings set forth in paragraphs (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed II-3 in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Town of Saddle Brook and the State of New Jersey, on the 24th day of January, 1995. SEALED AIR CORPORATION By T. J. DERMOT DUNPHY T. J. Dermot Dunphy President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Each person whose individual signature appears below hereby authorizes T. J. Dermot Dunphy, William V. Hickey and Robert M. Grace, Jr., and each of them, as attorneys-in-fact, with full power of substitution, to execute, in the name and on behalf of each such person and in each capacity stated below, and to file any amendment to this Registration Statement, including any and all post- effective amendments. Signature Title Date T. J. DERMOT DUNPHY President and Director January 24, 1995 T.J. Dermot Dunphy (Principal Executive Officer) WILLIAM V. HICKEY Executive Vice President January 24, 1995 William V. Hickey (Principal Financial and Accounting Officer) JOHN K. CASTLE Director January 24, 1995 John K. Castle LAWRENCE R. CODEY Director January 24, 1995 Lawrence R. Codey II-5 CHARLES F. FARRELL, JR. Director January 24, 1995 Charles F. Farrell, Jr. DAVID FREEMAN Director January 24, 1995 David Freeman SHIRLEY A. JACKSON Director January 24, 1995 Shirley A. Jackson ALAN H. MILLER Director January 24, 1995 Alan H. Miller R. L. SAN SOUCIE Director January 24, 1995 R.L. San Soucie EX-5 2 EXHIBIT 5 Sealed Air Corporation Park 80 East/Saddle Brook, New Jersey 07663-5291/ (201) 791-7600/FAX (201) 703-4205 January 24, 1995 Sealed Air Corporation Park 80 East Saddle Brook, N.J. 07663 Dear Sirs: I am the General Counsel and Secretary of Sealed Air Corporation, a Delaware corporation (the "Corporation"), and as such have represented the Corporation in connection with a Registration Statement on Form S-3 (the "Registration Statement") of the Corporation providing for the registration under the Securities Act of 1933, as amended, of 882,930 shares (the "Shares") of the Corporation's Common Stock, par value $0.01 per share (the "Common Stock"), that are being sold for the account of certain selling stockholders. All of the shares covered by the Registration Statement were issued by the Corporation pursuant to a Share Purchase Agreement dated as of January 10, 1995 (the "Share Purchase Agreement") between the Corporation, Sealed Air Holdings (NZ) Limited, a wholly owned subsidiary of the Corporation ("Holdings"), Trigon Industries Limited, a privately owned New Zealand corporation ("Trigon"), and James William Ferguson Foreman and Diane Shirley Foreman pursuant to which Holdings acquired all of the outstanding capital stock of Trigon. As General Counsel for the Corporation, in addition to participating in the preparation of the Registration Statement, I have reviewed the resolutions adopted by the Board of Directors of the Corporation on December 15, 1994 that approved the execution, delivery and performance of the Share Purchase Agreement and authorized the issuance of the Shares. I have also reviewed such corporate records, documents, instruments and certificates and have made such other inquiries as I have considered necessary in order to furnish a basis for rendering this opinion. Based on the foregoing, I am of opinion that: 1. The Corporation is duly incorporated and validly existing as a corporation in good standing under the laws of the State of Delaware. 2. The Shares are and, when sold pursuant to the Registration Statement will be, legally issued, fully paid and nonassessable shares of Common Stock of the Corporation. I hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5 to the Registration Statement and to the reference to me under the caption "Legal Opinion" in the Prospectus forming a part thereof. I wish to advise you that I am a member of the Bar of the State of New York. Very truly yours, Robert M. Grace, Jr. General Counsel and Secretary RMG/sra EX-23.1 3 EXHIBIT 23.1 Independent Auditors' Consent The Board of Directors Sealed Air Corporation: We consent to the use of our reports dated January 19, 1994 on the consolidated financial statements and related schedules of Sealed Air Corporation and subsidiaries as of December 31, 1993 and 1992, and for each of the years in the three-year period then ended incorporated herein by reference and to the reference to our Firm under the heading "Experts" in the prospectus. Our report on the aforementioned consolidated financial statements refers to a change in the Company's method of accounting for income taxes in 1993. KPMG Peat Marwick LLP Short Hills, New Jersey January 24, 1995 EX-23.3 4 EXHIBIT 23.3 Consent of Independent Auditors We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3) and related Prospectus of Sealed Air Corporation for the registration of 882,930 shares of its common stock and to the incorporation by reference therein of our report dated 26 August 1994 (21 December 1994 as to certain information in Notes 16, 23 and 24), with respect to the consolidated financial statements of Trigon Industries Limited as of 30 June 1994 and for the year then ended, included in Sealed Air Corporation's Current Report (Form 8-K) dated 24 January 1994, filed with the Securities and Exchange Commission. ERNST & YOUNG Auckland, New Zealand Chartered Accountants 24 January 1995 -----END PRIVACY-ENHANCED MESSAGE-----