Sealed Air Responds to Inquiries

Saddlebrook, New Jersey, UNITED STATES


SADDLE BROOK, N.J., Nov. 21, 2000 (PRIMEZONE) -- Sealed Air Corporation (NYSE:SEE) responded today to inquiries that it has received relating to asbestos liabilities of W. R. Grace & Co. ("Grace") asking whether such liabilities would have any material effect on Sealed Air in light of the 1998 corporate transaction involving Sealed Air and Grace.

The answer, Sealed Air believes, is no. The 1998 transaction was an arm's length transaction for fair value. While Sealed Air has been named in a small number of actions alleging that Sealed Air is liable as the successor to Grace's asbestos liabilities or that the transaction was a fraudulent transfer, Sealed Air believes such claims are meritless. It was Sealed Air's view in 1998, and it is Sealed Air's view now, that none of these bases for liability is applicable to this transaction.

A few key facts about the 1998 transaction are worth noting. First, the transaction was negotiated at arm's length between wholly independent companies. Second, Sealed Air paid fair value to Grace for the Cryovac packaging business. Third, neither Sealed Air nor Cryovac has ever produced or sold any asbestos-related products. When Cryovac was acquired from Grace, Sealed Air did not acquire any businesses that had produced or sold asbestos-related products. Those businesses remained with Grace. Fourth, the transaction was motivated by a compelling business purpose -- the combination of complementary packaging businesses. Finally, under the terms of the 1998 transaction, Grace retained and agreed to indemnify and defend Sealed Air against all asbestos-related liabilities. Grace continues to honor those obligations.

Sealed Air believes that close examination of these factors, the details of the transaction and the applicable legal principles demonstrate that asbestos-related claims against Sealed Air are without legal merit. Sealed Air has not paid any asbestos-related claims, and, to the extent Sealed Air is named in any asbestos-related actions, Sealed Air will defend itself vigorously.

Sealed Air is engaged primarily in the manufacture and sale of a complementary line of food, protective and specialty packaging materials and systems. To view the Company's latest financial news online via the World Wide Web, visit http://www.cfonews.com/see.

Certain statements made by the Company in this press release are forward-looking statements. These statements include comments as to the Company's beliefs and expectations as to future events and trends affecting the Company's business. These forward-looking statements are based upon management's current expectations concerning future events and trends and are necessarily subject to uncertainties, many of which are outside the control of the Company. The factors stated under the heading "Forward-Looking Statements" in Management's Discussion and Analysis of Results of Operations and Financial Condition, which appears in the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2000, could cause actual results to differ materially from such statements.



        

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