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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997 Commission file number 1-12139
SEALED AIR CORPORATION
(FORMERLY NAMED W. R. GRACE & CO.)
Incorporated under the Laws of the I.R.S. Employer Identification No.
State of Delaware 65-0654331
PARK 80 EAST, SADDLE BROOK, NEW JERSEY 07663
(201) 791-7600
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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Common Stock, $.10 par value New York Stock Exchange, Inc.
Series A Convertible Preferred Stock, New York Stock Exchange, Inc.
$.10 par value
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 the Proxy Statement incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K.
The aggregate market value of Sealed Air Corporation Common Stock
held by nonaffiliates was approximately $5.2 billion at April 1, 1998.
At April 1, 1998, approximately 83,272,049 shares of Sealed Air
Corporation Common Stock were outstanding, treating all shares of common
stock of the Registrant outstanding prior to March 31, 1998 as exchanged
for outstanding shares of Sealed Air Corporation Common Stock and Sealed
Air Corporation Series A Convertible Preferred Stock.
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This Amendment is being filed to provide the information called
for by Items 11 and 13 of the annual report on Form 10-K of W. R. Grace &
Co., a Delaware corporation subsequently renamed Sealed Air Corporation,
for the year ended December 31, 1997.
The information contained in Items 11 and 13 of the Form 10-K/A filed
by W. R. Grace & Co. (formerly named Grace Specialty Chemicals, Inc.) ("New
Grace") on April 28, 1998 (File No. 1-13953), is incorporated herein by
reference. These Items are attached as Exhibit 1 hereto. References to Grace in
such Items refer to the Registrant. Of the executive officers named in such
Items, only Mr. Kaenzig is now an executive officer of the Registrant.
Directors of the Registrant who continue to serve as such are Messrs. Brown,
Cheng and Phipps and Ms. Kamsky.
SIGNATURES
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
Date: April 29, 1998 By: /s/ William V. Hickey
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Name: William V. Hickey
Title: President
EXHIBIT INDEX
Exhibit
Number Description Page
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1 Items 11 and 13 of Form 10-K/A filed by
W. R. Grace & Co. (formerly named Grace
Specialty Chemicals, Inc.) on April 28, 1998
(File No. 1-13953)