Document/Exhibit Description Pages Size
1: 8-K Current Report 8± 46K
2: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, 40± 162K
Liquidation or Succession
3: EX-3.1 Articles of Incorporation/Organization or By-Laws 23± 90K
4: EX-3.2 Articles of Incorporation/Organization or By-Laws 11± 44K
5: EX-10.1 Material Contract 18± 72K
6: EX-10.2 Material Contract 25± 91K
7: EX-10.3 Material Contract 140± 587K
8: EX-10.4 Material Contract 139± 587K
9: EX-99.1 Miscellaneous Exhibit 19 104K
10: EX-99.2 Miscellaneous Exhibit 26± 114K
11: EX-99.3 Miscellaneous Exhibit 4± 22K
12: EX-99.4 Miscellaneous Exhibit 10± 43K
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 1998
SEALED AIR CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-12139 65-0654331
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
Park 80 East
Saddle Brook, New Jersey 07663-5291
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(Address of Principal Executive Offices) (Zip Code)
(201) 791-7600
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(Registrant's telephone number, including area code)
W. R. Grace & Co.
One Town Center Road, Boca Raton, Florida 33486-1010
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 31, 1998, the Registrant, a Delaware corporation formerly known
as W. R. Grace & Co., and Sealed Air Corporation (US), a Delaware corporation
formerly known as Sealed Air Corporation ("Sealed Air"), completed a series of
related transactions as a result of which:
(1) the Registrant's specialty chemicals business was separated from
its packaging business, the packaging business was contributed to one
wholly owned subsidiary ("Cryovac"), and the specialty chemicals business
was contributed to another wholly owned subsidiary ("New Grace"),
pursuant to a Distribution Agreement dated as of March 30, 1998 among the
Registrant, W. R. Grace & Co.-Conn. ("Grace-Conn.") and New Grace;
(2) the Registrant and Cryovac borrowed approximately $1.259 billion
under the New Credit Agreements (as defined below) and transferred
substantially all of those funds to New Grace and Grace-Conn. (the "Cash
Transfer"); a portion of the Cash Transfer was used by New Grace and
Grace-Conn. to repay substantially all of Grace-Conn.'s outstanding debt,
certain of which was guaranteed by the Registrant;
(3) the Registrant distributed all of the outstanding shares of
common stock of New Grace to the Registrant's stockholders;
(4) the Registrant recapitalized its outstanding shares of common
stock into a new common stock and Series A convertible preferred stock
(the "Recapitalization"); and
(5) a subsidiary of the Registrant merged into Sealed Air with
Sealed Air being the surviving corporation (the "Merger"), pursuant to an
Agreement and Plan of Merger dated as of August 14, 1997 among the
Registrant, Sealed Air, and a subsidiary of the Registrant (the "Merger
Agreement").
The Merger and the related transactions described above were approved by
the Registrant's stockholders at a special meeting held on March 20, 1998, and
the Merger was approved by Sealed Air's stockholders at a special meeting held
on March 23, 1998. As a result of these transactions, New Grace became a
separate publicly owned corporation named W. R. Grace & Co., and the
Registrant, which now operates the businesses of Sealed Air and Cryovac, was
renamed Sealed Air Corporation. As used in this Form 8-K, "New Sealed Air"
refers to the Registrant after giving effect to the Merger.
In the Recapitalization, the outstanding shares of the Registrant's
common stock were converted into 40,647,803 shares of new common stock and
36,000,000 shares of Series A convertible preferred stock. On a per share
basis, each share of the Registrant's common stock outstanding on March 31,
1998 was converted into the right to receive 0.536 of a share of new common
stock and 0.475 of a share of Series A convertible preferred stock. In
addition, outstanding options to purchase common stock of the Registrant that
were held by Cryovac's employees were converted into options to purchase
approximately 489,307 shares of the Registrant's common stock.
Pursuant to the Merger Agreement, each of the 42,624,246 shares of
Sealed Air's common stock outstanding on March 31, 1998 was converted into the
right to receive one share of the Registrant's new common stock.
As a result of these transactions, the Registrant's former stockholders
received, in the aggregate, approximately 63% of the capital stock of the
Registrant, and the former Sealed Air stockholders received the remaining 37%.
The Registrant has appointed First Chicago Trust Company of New York (the
"Exchange Agent") to serve as Exchange Agent with respect to the shares issued
in the Recapitalization and the Merger. The Exchange Agent has mailed to each
stockholder of record of the Registrant's common stock outstanding on March
31, 1998 a letter of transmittal and instructions for surrendering their
common stock certificates for shares of the Registrant's new common and Series
A convertible preferred stock. No fractional shares of the Registrant's new
common or Series A convertible preferred stock will be issued. Instead, the
Exchange Agent will distribute to the Registrant's stockholders otherwise
entitled to receive such fractional shares the pro-rata cash proceeds realized
from a sale of those shares in the open market, net of sales expenses.
The terms and conditions of the Merger Agreement, the Distribution
Agreement and related agreements were determined through negotiations among
the parties thereto as described under the heading "The Reorganization and
Merger -- Background" in the Joint Proxy Statement/Prospectus dated February
13, 1998 (the "Joint Proxy Statement/Prospectus"), which was filed by the
Registrant with the Securities and Exchange Commission (the "SEC") on the same
date as part of the Registrant's Registration Statement on Form S-4
(Registration No. 333-46281).
The separation of the Registrant's specialty chemicals and packaging
businesses, the spinoff of New Grace, the Recapitalization and the Merger, as
well as the principal terms of the Merger Agreement, the Distribution
Agreement and related agreements, are described under the heading "The
Distribution and Merger Agreements" in the Joint Proxy Statement/Prospectus,
which description is incorporated herein by reference. The Merger Agreement,
filed with the SEC as Exhibit 2.1 to the Registrant's Form 8-K on August 18,
1997, and the Distribution Agreement, attached as Exhibit 2.2 hereto, are
incorporated herein by reference, and the description of their terms herein is
qualified in its entirety by reference to the said agreements.
Prior to the Merger, Sealed Air was an independent, publicly owned global
manufacturer of a wide range of protective and specialty packaging materials
and systems, and Cryovac was operated as a division of Grace-Conn. The
Registrant intends to integrate the businesses of Sealed Air and Cryovac to
achieve operating efficiencies. However, specific decisions regarding the
steps to be taken to integrate the two businesses have not yet been made.
In connection with the transactions described above, the Registrant
entered into a five-Year Credit Agreement and a 364-Day Credit Agreement
(together, the "New Credit Agreements"), each dated as of March 30, 1998, with
a syndicate of banks (the "Banks") arranged by ABN AMRO Bank N.V., Bankers
Trust Company, Bank of America National Trust and Savings Association and
NationsBank, N.A. (the "Agent Banks"). The initial borrowings of $1.259
billion under the New Credit Agreements provided the funds needed for the
Registrant and Cryovac to make the Cash Transfer and to pay certain fees and
expenses related to the Merger and related transactions. All loans outstanding
under the New Credit Agreements are guaranteed by the Registrant's material
domestic subsidiaries, including Sealed Air and Cryovac.
The principal terms of the New Credit Agreements are described under the
heading "The New Credit Agreements" in the Joint Proxy Statement/Prospectus,
which description is incorporated herein by reference. The New Credit
Agreements are attached as exhibits hereto and are incorporated herein by
reference. The description herein of their terms is qualified in its entirety
by reference to the New Credit Agreements.
The foregoing discussion is qualified in its entirety by reference to
the Merger Agreement, the Distribution Agreement, the Employee Benefits
Allocation Agreement, and the Tax Sharing Agreement that are filed as exhibits
hereto and are incorporated herein by reference.
ITEM 5. OTHER EVENTS.
Following the completion of the transactions described in Item 2 of this
Form 8-K, the Board of Directors of the Registrant (the "New Sealed Air
Board") took various actions, certain of which are described below.
In accordance with the Merger Agreement, four outside directors of
the Registrant immediately prior to the Merger (Hank Brown, Christopher
Cheng, Virginia A. Kamsky and John E. Phipps) became directors of New
Sealed Air and elected as additional directors the seven individuals who
were serving as directors of Sealed Air immediately prior to the Merger
(John K. Castle, Lawrence R. Codey, T. J. Dermot Dunphy, Charles F.
Farrell, Jr., David Freeman, Alan H. Miller and Robert L. San Soucie).
In addition, the New Sealed Air Board elected T. J. Dermot Dunphy, the
Chairman and Chief Executive Officer of Sealed Air, as its Chairman.
The Registrant's Board appointed the following persons to serve as the
officers of the Registrant:
Name Position
---- --------
T. J. Dermot Dunphy Chief Executive Officer
William V. Hickey President and Chief Operating Officer
J. Gary Kaenzig, Jr. Executive Vice President
Bruce A. Cruikshank Senior Vice President
Robert A. Pesci Senior Vice President
Jonathan B. Baker Vice President
James A. Bixby Vice President
Leonard R. Byrne Vice President
Mary A. Coventry Vice President
Jean-Luc Debry Vice President
Paul B. Hogan Vice President
James P. Mix Vice President
Abraham N. Reichental Vice President
Horst Tebbe Vice President - Finance and
Chief Financial Officer
Alan S. Weinberg Vice President
Jeffrey S. Warren Controller
H. Katherine White Secretary
Linda B. Massengill Assistant Secretary
Barbara A. Pieczonka Assistant Secretary
Each of these individuals except for Messrs. Kaenzig, Weinberg and
Byrne was an officer of Sealed Air prior to the Merger. Prior to the
Merger, Mr. Kaenzig was a Senior Vice President of the Registrant and
President of the Registrant's packaging business, and Messrs. Weinberg and
Byrne were executives of the Registrant's packaging business.
In connection with the Merger, the Registrant's stockholders approved an
Amended and Restated Certificate of Incorporation (the "New Sealed Air
Charter"). The New Sealed Air Charter is substantially identical to the
certificate of incorporation of Sealed Air, except as described under the
heading "The New Sealed Air Charter" in the Joint Proxy Statement/Prospectus,
which description is incorporated herein by reference, and except for three
"Supermajority Provisions" contained in the Registrant's certificate of
incorporation, which are also described therein. The Registrant sought the
approval of its stockholders to repeal these Supermajority Provisions in
connection with their approval of the Merger. However, the Registrant was
unable to obtain the approval of stockholders owning at least 80% of the
outstanding shares of its common stock, so the Supermajority Provisions remain
in force. The Registrant intends to continue to seek stockholder approval
of the repeal of the Supermajority Provisions.
The New Sealed Air Board has also adopted Amended and Restated By-laws
(the "New Sealed Air By-laws"). The New Sealed Air By-laws are substantially
the same as the Sealed Air By-laws except as required to reflect the
Supermajority Provisions and the Series A convertible preferred stock.
A summary of the principal differences between the rights of
stockholders of the Registrant and Sealed Air prior to the Merger and the
rights of stockholders of New Sealed Air after the Merger is provided under
the heading "Comparison of Stockholders Rights" in the Joint Proxy
Statement/Prospectus, which summary is incorporated herein by reference. The
New Sealed Air Charter and New Sealed Air By-laws are attached as Exhibits 3.1
and 3.2, respectively, hereto and incorporated herein by reference, and the
description of their terms herein is qualified in its entirety by reference to
these documents.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Sealed Air and Grace Packaging
1. Sealed Air's Consolidated Financial Statements for the
years ended December 31, 1997, 1996 and 1995 are attached as Exhibit
99.1 hereto and incorporated herein by reference.
2. Grace Packaging Special-Purpose Combined Financial
Statements as of December 31, 1997 and 1996 and for each of the three
years ended December 31, 1997 are attached as Exhibit 99.2 hereto and
incorporated herein by reference.
3. Management's Discussion and Analysis relating to the
financial information contained in the Grace Packaging Special-
Purpose Combined Financial Statements is attached as Exhibit 99.3
hereto and incorporated herein by reference.
(b) Pro Forma Financial Information
Unaudited pro forma condensed consolidated financial information giving
effect to the Merger and related transactions as of January 1, 1997 for income
statement purposes and December 31, 1997 for balance sheet purposes is
attached as Exhibit 99.4 hereto and incorporated herein by reference.
(c) Exhibits
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of August
14, 1997 among the Registrant, a wholly-owned
subsidiary of the Registrant and Sealed Air
(incorporated herein by reference to Exhibit 2.1
to the Registrant's Form 8-K filed on August 18,
1997).
2.2 Distribution Agreement dated as of March 30, 1998
among the Registrant, Grace-Conn. and New Grace.
3.1 Amended and Restated Certificate of
Incorporation of New Sealed Air.
3.2 Amended and Restated By-laws of New Sealed Air.
4.1 Specimen of New Sealed Air's Common Stock
Certificate (incorporated herein by reference to
Exhibit 3 to the Registrant's Form 8-A filed on
March 18, 1998).
4.2 Specimen of New Sealed Air's Series A Convertible
Preferred Stock Certificate (incorporated herein
by reference to Exhibit 4 to the Registrant's
Form 8-A filed on March 18, 1998).
10.1 Employee Benefits Allocation Agreement dated as
of March 30, 1998 among the Registrant,
Grace-Conn. and New Grace.
10.2 Tax Sharing Agreement dated as of March 30, 1998
among the Registrant, Grace-Conn. and Sealed Air.
10.3 Global Revolving Credit Agreement (5-year) dated
as of March 30, 1998 among the Registrant,
certain of its subsidiaries including Cryovac,
ABN Amro Bank N.V., Bankers Trust Company, Bank
of America National Trust and Savings
Association, NationsBank, N.A. and other banks
parties thereto.
10.4 Global Revolving Credit Agreement (364-day) dated
as of March 30, 1998 among the Registrant,
certain of its subsidiaries including Cryovac,
ABN Amro Bank N.V., Bankers Trust Company, Bank
of America National Trust and Savings
Association, NationsBank, N.A. and other banks
parties thereto.
99.1 Sealed Air's Consolidated Financial Statements
for the years ended December 31, 1997, 1996
and 1995.
99.2 Grace Packaging Special-Purpose Combined
Financial Statements as of December 31, 1997 and
1996 and for each of the three years ended
December 31, 1997.
99.3 Management's Discussion and Analysis relating
to the financial information contained in the
Grace Packaging Special-Purpose Combined
Financial Statements.
99.4 Unaudited pro forma condensed consolidated
financial information for the year ended December
31, 1997 giving effect to the Merger and related
transactions.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: April 15, 1998
SEALED AIR CORPORATION
By: /s/ Jeffrey S. Warren
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Name: Jeffrey S. Warren
Title: Controller
[Download Table]
EXHIBIT INDEX
Exhibit No. Exhibit Page
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2.1 Agreement and Plan of Merger dated as of August 14, 1997
among the Registrant, a wholly-owned subsidiary of the
Registrant and Sealed Air (incorporated herein by reference to
Exhibit 2.1 to the Registrant's Form 8-K filed on August 18,
1997).
2.2 Distribution Agreement dated as of March 30, 1998, among the
Registrant, Grace-Conn. and New Grace.
3.1 Amended and Restated Certificate of Incorporation of New Sealed
Air.
3.2 Amended and Restated By-laws of New Sealed Air.
4.1 Specimen of New Sealed Air's Common Stock Certificate
(incorporated herein by reference to Exhibit 3 to the
Registrant's Form 8-A filed on March 18, 1998).
4.2 Specimen of New Sealed Air's Series A Convertible Preferred
Stock Certificate (incorporated herein by reference to Exhibit
4 to the Registrant's Form 8-A filed on March 18, 1998).
10.1 Employee Benefits Allocation Agreement dated as of March 30, 1998
among the Registrant, Grace-Conn. and New Grace.
10.2 Tax Sharing Agreement dated as of March 30, 1998 among the
Registrant, Grace-Conn. and Sealed Air.
10.3 Global Revolving Credit Agreement (5-year) dated as of March
30, 1998 among the Registrant, certain of its subsidiaries
including Cryovac, ABN Amro Bank N.V., Bankers Trust Company,
Bank of America National Trust and Savings Association,
NationsBank, N.A. and other banks parties thereto.
10.4 Global Revolving Credit Agreement (364-day) dated as of March
30, 1998 among the Registrant, certain of its subsidiaries
including Cryovac, ABN Amro Bank N.V., Bankers Trust Company,
Bank of America National Trust and Savings Association,
NationsBank, N.A. and other banks parties thereto.
99.1 Sealed Air's Consolidated Financial Statements for the years
ended December 31, 1997, 1996 and 1995.
99.2 Grace Packaging Special-Purpose Combined Financial Statements
as of December 31, 1997 and 1996 and for each of the three
years in the period ended December 31, 1997.
99.3 Management's Discussion and Analysis relating to the financial
information contained in the Grace Packaging Special-Purpose
Combined Financial Statements.
99.4 Unaudited pro forma condensed consolidated financial information
for the year ended December 31, 1997 giving effect to the Merger
and related transactions.
Dates Referenced Herein and Documents Incorporated by Reference
4 Subsequent Filings that Reference this Filing
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