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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amended
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 2, 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
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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 4. Changes in Registrant's Certifying Accountant.
(a) Previous independent accountants
(i) Effective April 2, 1998, and in connection with the consummation of
the recapitalization (the "Recapitalization") of the Registrant and
merger (the "Merger") of a wholly owned subsidiary of the Registrant
with and into Sealed Air Corporation (US) ("Old Sealed Air"), the
Registrant dismissed Price Waterhouse LLP as its independent
accountants.
(ii) The reports of Price Waterhouse LLP on the financial statements of
Registrant for the past two fiscal years contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) Effective April 2, 1998, the Registrant's Board of Directors approved
the change in the Registrant's independent accountants.
(iv) In connection with its audits for the two most recent
fiscal years and through April 2, 1998, there have been no
disagreements with Price Waterhouse LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedure which disagreements, if not resolved to the
satisfaction of Price Waterhouse LLP, would have caused them to make
reference therein in their report on the financial statements for
such years.
(v) During the two most recent years and through April 2, 1998, there
have been no reportable events (as defined in Regulation S-K Item
304(a)(1)(v)).
(vi) On April 2, 1998, the Registrant requested that Price Waterhouse LLP
furnish it with a letter addressed to the Commission stating whether
or not Price Waterhouse LLP agrees with the above statements. A copy
of such letter dated April 2, 1998, is filed as Exhibit 16 to this
Form 8-K.
(vii) The Registrant consulted with Price Waterhouse LLP concerning the
accounting treatment of the Merger. In accordance with the advice of
Price Waterhouse LLP, the Merger has been treated as a purchase by the
Registrant of Old Sealed Air.
(b) New independent accountants
As noted above, subsequent to the consummation of the
Recapitalization and Merger, the Registrant engaged, subject to
stockholder approval at the Registrant's 1998 Annual Meeting, KPMG
Peat Marwick LLP ("KPMG") as its independent accountants to examine
and report on the Registrant's financial statements at and for the
year ended December 31, 1998. Reference is made to the Registrant's
Report on Form 8-K dated August 18, 1997 (as amended by the Form
8-K/A filed on August 21, 1997) for a description of the transactions
comprising the Recapitalization and Merger. The engagement of KPMG
was approved by the Registrant's Board of Directors effective April
2, 1998. Prior to the Recapitalization and Merger, KPMG were the
independent accountants for Old Sealed Air. Old Sealed Air consulted
with KPMG concerning the accounting treatment of the Merger. In
accordance with the advice of KPMG, the Merger has been treated as a
purchase by the Registrant of Old Sealed Air.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Exhibit 16 Letter from Price Waterhouse LLP pursuant to Regulation S-K,
Item 304
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Amendment to be signed on its
behalf by the undersigned hereunto duly authorized.
SEALED AIR CORPORATION
By: /s/ T. J. Dermot Dunphy
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Name: T. J. Dermot Dunphy
Title: Chairman of the Board
and Chief Executive Officer
Date: April 29, 1998
EXHIBIT INDEX
Exhibit No. Description
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16 Letter from Price Waterhouse LLP pursuant to Regulation S-K,
Item 304
Exhibit 16
[Price Waterhouse LLP Letterhead]
April 29, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Sealed Air Corporation (formerly W. R. Grace & Co.) Form
8-K/A dated April 29, 1998 and are in agreement with the statements contained
in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP