SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 SEALED AIR CORPORATION -------------------------------------------- (Name of Registrant as Specified in Its Charter) ------------------------------------ (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0- 11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. . (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed:June 18, 1999 Contact: Mary A. Coventry J. Ryan Flanagan SEALED AIR CORPORATION ADJOURNS 1999 ANNUAL MEETING OF STOCKHOLDERS FOR THE SECOND TIME Company To Continue To Solicit Votes To Repeal Inherited Charter Provisions Annual Meeting To Reconvene On July 16, 1999 SADDLE BROOK, N.J., Friday, June 18, 1999 - Sealed Air Corporation (NYSE-SEE) announced today that it had adjourned its 1999 Annual Meeting of Stockholders for the second time. The Company's Annual Meeting will reconvene on Friday, July 16, 1999 at 10:00 a.m. local time at the Company's headquarters at Park 80 East, Saddle Brook, N.J. The meeting was adjourned in order to accept additional votes and proxies from stockholders of record as of March 24, 1999 on proposals to repeal three provisions in the Company's Charter. The Sealed Air board has recommended that stockholders vote for the repeal of these provisions: a classified board; a prohibition against stockholder action by written consent; and an 80% vote requirement for repeal or amendment of Company by-laws. These provisions were inherited when the Sealed Air and Cryovac Packaging businesses were merged in March of 1998. The repeal of these inherited provisions requires the affirmative vote of at least 80% of the combined voting power of the Company's stock. T. J. Dermot Dunphy, Sealed Air's Chairman and Chief Executive Officer, said, "We are continuing our efforts to remove these inherited provisions that we believe are not in the best interests of the Company and its stockholders. We have already received a substantial favorable vote for these proposals and are currently within approximately 3% of the required 80% approval. Of those who have voted, over 98% have voted in favor of repealing these provisions. We believe we are in sight of our goal." At the first session of the Annual Meeting on May 21, 1999, the Company's stockholders elected four Class I Directors of the Company and ratified the appointment of KPMG LLP as the independent auditors of the Company for the year ending December 31, 1999. Sealed Air is engaged primarily in the manufacture and sale of a complementary line of protective, food and specialty packaging materials and systems for industrial, food and consumer uses. To view the Company's latest financial news online via the World Wide Web, visit http://www.cfonews.com/see.