-----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, GE+dZDAWojImJLF68GX9hzrnAs2lDJMBcuV7eu98mvGuHLdMOPLJKUQTS0m2fxAB vGM55H51OY7lkPEyZngfYg== 0000088204-97-000005.txt : 19970327 0000088204-97-000005.hdr.sgml : 19970327 ACCESSION NUMBER: 0000088204-97-000005 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970326 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEALED AIR CORP CENTRAL INDEX KEY: 0000088204 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 221682767 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-07834 FILM NUMBER: 97563927 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 10-K/A 1 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 EX-21 2 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. -----END PRIVACY-ENHANCED MESSAGE-----