SQUITIERI & FEARON, LLPOlimpio Lee Squitieri (OL -1684)One Gateway CenterSuite 250 0Newark, New Jersey 07102

FILED

Tel : 201-44508595 15 2003

Attorneys for Plaintiff A 8.30 lx f ~ w[Additional counsel appear on signature page] _ . . . . . .... .. . . .. . m ..

#c,UNITED TES DISTRICT COURTh

DISTRI '' T OF NEW JERSEY

MILES SENN, Individually And On Behalf No. 9wf77v•of All Others S imiltrly Situated ,

Plaintiffs, CLASS ACTION COMPLAIN Tv. FOR VIOLATIONS OF FEDERAL

SECURITIES LAW SWILLIAM V. HICKEY, T . J . DERMOTDUNPHY, DANIEL VAN RLPER, DAVIDKELSEY, JEFFREY S. WARREN andSEALED AIR CORPORATION ,

Defendants .

JURY TRIAL DEMANDED

Plaintiff, by his attorneys , for his Class Action Complaint , alleges the following upo n

personal knowledge as to himselfand his own acts, and upon information and belief based upo n

the investigation of plaintiff's attorneys as to all other matters . The investigation includes the

thorough review and analysis of public statements , publicly filed documents of Sealed Ai r

Corporation ("Sealed Air" or the "Company"), press releases , news articles and the review and

analysis of accounting rules and related literature . Plaintiffbelieves that further substantial

evidentiary support will exist for the allegations set forth below after a reasonable opportunity fo r

discovery .

b- SUMMARY OF ACTIO N

This is a securities class action on behalf of public investors who purchased the

securities o f Sealed Air Corporation during the period from March 27, 2000 through July 30 ,

2002 (the "Class Period ") . Plaintiff complains of a fraudulent scheme and deceptive course o f

business that injured purchasers of Sealed Air stock during the Class Period .

2. Sealed Air is a global manufacturer of protective and specialty packagin g

materials and systems, including polyurethane packaging systems and foams and air cellula r

cushioning materials .

Sealed Air is a successor corporation of W.R. Grace & Co ., Inc . ("Grace"), a

company which until 1998 included a packaging business, Cryovac, and a speciality chemical s

business . Among other things, Grace was involved in the manufacture of several asbestos-

containing products, including but not limited to asbestos-contaminated attic insulation . Those

products have been responsible for severe personal injuries and tens of thousands of deaths

nationwide. Consequently, beginning in the 1980s, tens of thousands of lawsuits have been file d

by individuals and survivors of individuals exposed to asbestos-contaminated product s

manufactured by Grace . These lawsuits eventually caused Grace to file for bankruptcy protection .

Sealed Air - as a successor corporation to Grace - is liable for the asbestos claims filed agains t

Grace .

4 . Tn 1998, through a merger and series of complex related transactions desi gned to

shield valuable assets from asbestos liability, Grace spun of its Cryovac packaging business ,

which merged with Sealed Air . Grace also spun off its speciality chemicals business into a

separate, publicly owned company. As part of these transactions Grace agreed to indemnify

Sealed Air against liabilities resulting from the involvement of Grace's chemicals business with

asbestos-containing products .

5 . Beginning In 2000, plaintiffs in several states filed personal injury and wrongful-

death lawsuits naming Sealed Air and Grace as co-defendants and seeking to overturn the merger

of Grace's Cryovac packaging business with Sealed Air as a fraudulent transfer designed to shield

the assets of Grace's former packaging business from asbestos liability . On April 2, 2001, Grace,

filed for bankruptcy protection under Chapter 11 of the U .S. Bankruptcy Code as a result of the

increasing number of asbestos-related lawsuits filed against it .

6 . Throughout the Class Period, defendants consistently failed to acknowledg e

Sealed Air's potentially massive contingent liabilities related to Grace's asbestos liability

exposure, and artificially inflated the price of Sealed Air stock by disseminating materially

misleading statements concerning the Company's earnings, business operations and prospects .

Defendants also violated Generally Accepted Accounting Principles by failing to accrue for

Sealed Air's substantial contingent liabilities related to the acquisition of Grace's Cryovac

packaging business .

7. Under Generally Accepted Accounting Principles ("GAAP"), an accrual for th e

estimated amount of pending or threatened litigation is required if : (I) it is "probable" that an

asset has been impaired or a liability incurred and that one or more future events will occur to

confirm the loss ; and (ii) the amount of loss can be reasonably estimated . Indeed , Grace accrued

for asbestos liability as required by GAAP "where an assessment has indicated that a loss is

probable and can be reasonably estimated ."

8 . Scaled Air, however, did not follow GAAP and failed to accrue for the substantia l

likelihood that Sealed Air would be held liable for asbestos claims against its predecesso r

corporation, Grace, even after a federal court ruling made it more probable that asbestos claimants

could hold Sealed Air responsible for those claims . Moreover, considering the thousands of

asbestos lawsuits filed across the country prior to Sealed Air's purchase of Cryovac, defendants

could have reasonably estimated the amount of the loss, or the range of reasonably possible loss ,

based on then-available information .

9. Defendants' misrepresentations and omissions concerning Sealed Air's contingen t

asbestos liability drove Scaled Air's stock price from a Class Period high of $58 .68 to a low of

$22.00 on July 30, 2002, the day that Sealed Air stock fel141 % when the true nature and

magnitude of Sealed Air' s contingent asbestos liability was revealed . The next day, Sealed Air

stock fell 34% to close at $14 .51 .

JURISDICTION AND VENUE

10, The claims asserted arise under § § 10(b) and 20(a) of the Securitie s

Exchange Act of 1934 (the "Exchange Act" or the "1934 Act") . Jurisdiction is conferred by §27 of

the 1934 Act . Venue is proper pursuant to §27 of the 1934 Act as defendant Sealed Air and/or th e

individual defendants conduct business in and the wrongful conduct took place in this District .

THE PARTIE S

11 . Plaintiff Miles Senn purchased Sealed Air publicly traded securities as detailed in

the attached Certification and was damaged thereby.

12 . Defendant Sealed Air is a corporation organized under the laws of Delaware, with

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its principal place of business located at Park 80 East, Saddle Brook, New Jersey 07663.

13 . Defendant William V . Hickey is , and has been since March 2000 President and

Chief Executive Officer, was Chief Operating Officer from 1971 to February 2000, and a directo r

of Scaled Air since 1999 .

14. Defendant T. J . Dermot Dunphy was, until March 2000 and at times relevan t

hereto , Chief Executive Officer and a Director of Sealed Air.

15 . Defendant Daniel Van Riper was, from July 1998 to January 2002 and at times

relevant hereto, Senior Vice President and Chief Financial Officer of Sealed Air,

16. Defendant David Kelsey is, and has been since January 2002, Vice President and

Chief Financial Officer of Sealed Air.

17. Defendant Jeffrey S. Warren is, and has been since 1996 and at times relevan t

hereto, Controller of Sealed Air .

18. Defendants Hickey, Dunphy, Van Riper, Kelsey and Warren are sometimes

referred to herein as the "Individual Defendants ." They are liable for the false statements pleade d

herein, as those statements were "group-published" information .

CLASS ACTION Ak]LLEGATION S

19 . Plain tiff brings this action as a class action pursuant to Rule 23 of the Federal

Rules of Civil Procedure on behalf of all persons who purchased Sealed Air publicly trade d

securities (the "Class") on the open market during the Class Period . Excluded from the Class ar e

defendants, directors and officers of Scaled Air and their families and affiliates .

20. The members of the Class are so numerous that joinder of all members i s

impracticable . The disposition of their claims in a class action will provide substantial benefits t o

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the parties and the Court .

21 . There is a well-defined community of interest in the questions of law and fact

involved in this case . Questions of law and fact common to the members of the Class which

predominate over questions which may affect individual Class members include ,

(a) Whether the 1934 Act was violated by defendants ;

(b) Whether defendants omitted and/or misrepresented material facts ;

(c) Whether defendants ' statements omitted material facts necessary to make th e

statements made, in light of the circumstances under which they were made, not misleading; and

(d) Whether defendants knew or recklessly disregarded that their statements wer e

false and misleading .

SUBSTANTIVE ALLEGATION S

22. During the Class Period, each of the Individual Defendants occupied positions as

top executives of Sealed Air and were privy to non-public information concerning the Company .

Each of them knew of the adverse facts specified herein . Sealed Air's press releases, corporat e

reports to shareholders and filings with the Securities and Exchange Commission ("SEC") wer e

each group-published documents for which each defendant is equally responsible.

23 . Each of the Individual Defendants and Sealed Air are liable in that they inflated th e

price of Sealed Air stock by making false and misleading statements and omitting mate rial

adverse information . The defendants' wrongful course of business (I) artificially inflated the price

of Sealed Air stock during the Class Period ; (ii) deceived the investing public, including plaintiff

and other Class members , into acquiring Sealed Air securities at artificially inflated prices; and

(iii) permitted Sealed Air to grow and bene fit economically from the wrongful course of conduct .

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24. Defendants knew that by concealing the magnitude of Sealed Air 's potential

asbestos liability they could foster the perception in the business community that Sealed Air was a

"growth company," i . e ., the only way they could post the revenue and earnings per share growth

claimed by defendants . Sealed Air's financial results were misrepresented by defendants ' public

statements and quarterly reports filed with the SEC which failed to reflect the potential effect o f

asbestos -related lawsuits on the Company 's earnings .

Background to the Class Period

25 . Defendant Sealed Air is a successor corporation of W.R. Grace & Co . Prior to

1998, Grace included a speciality chemicals business and a packaging business known a s

Cryovac .

26. Since 1963 Grace owned a vermiculite mine situated on Zonolite Mountain nea r

Libby, Montana . The Zonolite mine was the source of vermiculite ore that Grace used in the

production of "Zonolite Attic Insulation ," a product that was installed in the attics of thousands o f

home, businesses and other properties throughout the United States . Vermiculite from the Libby

mine, and consequently Zonolite insulation, however, was contaminated with tremolite, an

extremely dangerous form of asbestos - a known human carcinogen . As a result of the operations

of the Zonolite mine and the widespread installation of asbestos-contaminated Zonolite insulation ,

Grace subsequently became the target of numerous lawsuits, including personal injury and

wrongful-death claims filed by homeowners and others who were exposed to dangerous levels of

asbestos .

27. As required by GAAP, Grace accrued for asbestos liability "where an assessment

has indicated that a loss is probable and can be reasonably estimated ." By December 31, 1996,

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approximately one year before merging its packaging business with Scaled Air, Grace reported in

its Form 10-K filed with the SEC that Grace had accrued $994 .1 million for asbestos claim s

pending and expected to be filed through 2001 .

28 . In March 1998, Grace spun off its two businesses : the chemicals business

(responsible for Zonolite insulation) became Grace Speciality Chemicals, Inc ., a separate, publicly

owned corporation ; the Cryovac packaging business merged with Sealed Air Corporation (th e

"Cryovac Transaction") and also became a publicly owned company , separate from Grace, called

Sealed Air Corporation/DE ("Sealed Air"), the defendant named herein .

29. After the March 1998 Cryovac Transaction, Grace purportedly retained all of it s

previous liabilities, whether accruing before or after the ryovac Transaction and including

liability for the asbestos-related operations of Grace or its subsidiaries . Additionally , as a part of

the Cryovac Transaction, Grace agreed to indemnify Sealed Air against asbestos liability

connected to Grace's operations .

30. By the time the Cryovac Transaction had occurred, Grace already had significan t

asbestos-related liability. For example , in 1997, the year before the Cryovac Transaction, Grac e

paid approximately $74.1 mill ion for the defense and disposition of asbestos -related property

damage and personal injury litigation. During the fourth quarter ofthe previous year, 1996, Grac e

had recorded a noncash pretax charge of $229 .1 million, primarily to reflect the estimated costs o f

defending against and disposing of personal injury claims that Grace expected to be filed during

the next five years . By December 31, 1997, Grace was a defendant in approximately 40,60 0

asbestos-related lawsuits.

31 . In a Form S-4 filed February 13, 1998 with the SEC, in a section titled "Liabilities

of New Grace, Fraudulent Transfer and Related Considerations," Sealed Air acknowledged that

the Cryovac Transaction may constitute a fraudulent transfer of assets. The Form S- 4 stated, in

pertinent part :

[C]laimants might seek to hold New Sealed Air liable for obligations of NewGrace. New Grace has agreed to indemnify New Sealed Air for liabilities andcosts that New Sealed Air may incur relating to New Grace's liabilities ; however,New Grace may not be able to fulfill its indemnity obligations to New Sealed Air .

Claimants may also bring suit seeking recovery from New Sealed Air or itssubsidiaries by claiming that the transfers of assets and liabilities in connectionwith the reorganization of Grace, including the separation of Grace's packagingand specialty chemicals businesses and the cash transfer to and spin-off of NewGrace, were "fraudulent transfers" . A transfer would be a fraudulent transfer if thetransferor received less than reasonably equivalent value and the transferor wasinsolvent at the time of the transfer, was rendered insolvent by the transfer or wasleft with unreasonably small capital to engage in its business . A transfer may alsobe a fraudulent transfer if it was made to hinder, delay or defraud creditors . If anytransfers in connection with the reorganization of Grace are found to be f . audulenttransfers, the recipient (including New Sealed Air and its subsidiaries) might berequired to return the property to the transferor .

Although in the Form S-4 Sealed Air further represented its belief that the transaction was not a

fraudulent transfer, the Company also acknowledged that "a court applying the relevant legal

standards may not reach the same conclusions . "

32. Beginning in 2000, numerous lawsuits were filed naming Sealed Air as defendant

(or as co-defendant with Grace) and alleging that Sealed Air, as a successor corporation, wa s

responsible for the asbestos liabilities of Grace and its subsidiaries . Plaintiff's in these lawsuit s

included, among others, owners and occupiers of real property in states where Zonolite insulatio n

has been installed, certain residents and former residents who lived in proximity to Libby,

Montana, and employees and their household members who worked at Grace plants processing

vermiculite . The relief sought included , among other things, identification of the affected

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properties, medical monitoring, .r'emediation and punitive damages . By March 2001, when Seale d

Air filed its Form 10-K for 2000, eight putative class actions and thirteen personal injury lawsuit s

were pending against Sealed Air and seeking to hold the Company accountable for Grace' s

asbestos liabilities . By March 2001 a plaintiffs' class had been certified in one of the asbestos-

related class actions fled against Sealed Air.

33 . Additionally, plaintiffs in various states filed lawsuits naming Sealed Air as a

defendant and alleging that the Cryovac Transaction and other transactions were fraudulent

conveyances. Plaintiffs alleged that the transactions were designed to shield Grace by transferring

its assets to Sealed Air and other companies that had not been involved with the manufacture or

sale of asbestos-containing products, thus shielding those assets from being included in damages

awards to successful asbestos plaintiffs . In practical terms, if plaintiffs prevailed on the fraudulen t

transfer claims, Scaled Air would be jointly and severally liable for the substantial asbesto s

liabilities of Grace .

Defendants' Misleading Statements During the Class Period

34. The Class Period begins on March 27, 2000, when Sealed Air filed its 1999 Form

10-K ("10-K"). The 10-K was signed by, among others, defendants Hickey and Van Riper, and

included the Company's financial results for fiscal 1999 . The Company reported net earnings o f

$211,461,000 or $1 .69 per common share. The 10-K also discloses the existence of numerou s

lawsuits related to the operations of Grace, stating in pertinent part :

Since the beginning of 2000, the Company has been served with a number oflawsuits alleging that, as a result of the Cryovac Transaction, the Company isresponsible for alleged asbestos liabilities of New Grace and its subsidiaries,certain of which are also named as co-defendants in these actions . As ofMarch 21, 2001, pending actions include eight purported class action lawsuit s

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and thirteen personal injury lawsuits . These cases are all in the pre-tria lstage, and none has been resolved through judgment, settlement or otherwise. Thepurported class action lawsuits include the following :

TENNISON V . W. R. GRACE & COMPANY, ET AL ., filed in February 2000and pending in the U.S. District Court, District of Montana, Missoula Division.The relief sought includes environmental remediation and restoration, propertydamages and punitive damages arising from vermiculite mining and processingoperations formerly owned and operated by Grace in Libby, Montana thatallegedly resulted in asbestos contamination of the surrounding area . The putativeclass consists of owners of improved private properties within a 12 mile radius ofthe courthouse in Libby, Montana.

GRENFELL V. W. R. GRACE & COMPANY, ET AL., filed in February 2000and pending in the Multidistrict Litigation (MDL) 875 in the U.S. District Court,Eastern District of Pennsylvania . The relief sought includes medical monitoringand punitive damages arising from alleged asbestos -contaminated vermiculitemining and processing operations formerly owned and operated by Grace inLibby, Montana. The putative class consists of residents and former residents wholived , for at least one year since 1930, within a 12 mile radius of the courthouse inLibby, Montana, and employees who worked for at least one year at the localvermiculite processing plant and members of their households .

BARBANTI V. W. R. GRACE & COMPANY-CONN., ET AL., filed in March2000 and pending in the Superior Court, State of Washington , County of Spokane .The relief sought includes identification of affected properties, notification ofclass members , a remediation fund , punitive damages and other relief. Thecomplaint is brought on behalf of owners or occupiers of real property located inthe State of Washington in which Zonolite Attic Insulation has been installed andalleges that such insulation contains asbestos -contaminated vermiculite . Althoughthe class has been certified , New Grace and the Company have requesteddiscretionary appellate review of the class certification ruling .

PRICE V. W. R. GRACE & COMPANY, ET AL ., filed in April 2000, andHUNTER V . W. R. GRACE & COMPANY, ET AL ., filed in July 2000, both ofwhich are pending in MDL 1 376 in the U.S. District Court, District ofMassachusetts . In both cases, the purported class consists of owners or occupiersof real property located in the United States in which Zonolite Attic Insulation hasbeen installed - The relief sought includes identification of affected properties,notification to purported class members , funds for research, a remediation

program , punitive damages and other re lief.

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~r •CHAKARIAN V. W. R. GRACE & COMPANY, ET AL ., fi led in May 2000 and

pending in the MDL 875 in the U . S. District Court, Eastern District ofPennsylvania . The purported class consists of all employees who worked forthree months or more at any Grace plant that processed vermiculite and membersof their households. The relief sought includes medical monito ring , researchfunds , and warnings to the purported class .

MCMURCHIE V. W. R. GRACE & COMPANY-CONN., ET AL., filed October2000 and pending in the District Court, Fourth Judicial District, County ofHennepin, Minnesota . The purported class consists of owners or occupiers of realproperty located in the State of Minnesota in which vermiculite attic insulationhas been installed . The relief sought includes identification of affected properties,warnings to the purlportcd class, research funds, and other relief .

ABNER, ET AL ., V. W. R. GRACE & COMPANY, ET AL ., filed in September2000 and pending in the Superior Court of California, County of San Francisco .The purported class consists of all persons who have lawsuits on file in the UnitedStates that are pursuing unsatisfied personal injury or wrongful death claimsagainst any of the defendants based on asbestos exposure . Other defendantsinclude New Grace and related companies, Merrill Lynch, Pierce, Fenner & SmithInc., Credit Suisse First Boston Corp ., National Medical Care, Inc ., and FreseniusMedical Care, inc ., and related companies. The plaintiffs allege that the CryovacTransaction and an earlier 1996 transaction between Grace and Fresenius AGconstitute fraudulent conveyances, result from civil conspiracies and constituteunfair business practices . Relief sought includes an accounting for all transfers ofassets of Grace and proceeds from the distribution of such assets and receipt offees in connection with such transactions, a declaration that both transactions werefraudulent transfers, establishment of a constructive trust on all assets transferredin such transactions and a determination that the defendants are jointly andseverally responsible for damages equal to the full fair market value of all assetstransferred in connection with such transactions, among other remedies .

Plaintiffs in the personal injury lawsuits seek damages for personal injury orwrongful death related to alleged exposures to asbestos -Containing products .While the allegations that are directed to the Company in all of the casesmentioned above vary, these actions all appear to allege that the CryovacTransaction was a fraud ulent transfer or gave rise to successor liability.

In addition, the Company has been advised that plaintiffs in a substantial numberof Ohio state court asbestos-related personal inj ury lawsuits have been grantedpermission to amend their complaints to add the Company as an additionaldefendant . However, the Company has not been served in any of such actions andlacks further information about these actions .

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~ rThe Company believes that it is well-positioned to defend the allegations against

it in any asbestos-related actions . Neither old Sealed Air nor Cryovac has everproduced or sold any asbestos-containing products . To the extent that theCompany is named in any asbestos-related actions, the Company intends todefend its interests vigorously. However, an adverse outcome could have amaterial adverse effect on the Company's results of operations or consolidatedfinancial position . While it is not possible to predict the outcome of any litigation,based on the i'acts known to the Company, the Company does not believe that anadverse outcome is probable . Thus, in accordance with generally acceptedaccounting principles, the Company has not recorded any liability in its financialstatements for these actions .

35. On May 12, 2000, Sealed Air filed a Form l0-Q ("10-Q") for the firs t

quarter of fiscal 2000 . The 10-Q was signed by defendant Warren and reported net earnings o f

$54,983, 000 or $0 .49 per common share ,

36 . On July 26, 2000 , Sealed Air issued a press release announcing the

Company's financial results for the second quarter of 2000 . The press release announced net

earnings of $53,831,000 or $0 .44 per common share . The financial results in the July 26 press

release were repeated in the Company's 10-Q for the period ending rune 20, 2000, which wa s

signed by defendant Warren and filed August 11, 2000, with the SEC .

37. On October 26, 2000, Sealed Air issued a press release announcing the

Company's financial results for the third quarter of 2000 . The press release announced earning s

of $54,714,000 or $0 .57 per common share .

38 . Approximately three weeks later, on November 13, 2000, the Compan y

filed its Form 10 -Q for the period ending September 30, 2000 with the SEC . The 10-Q was signed

by defendant Warren and repeated the financial results announced in the October 2 6 press release .

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39. Approximately one week later, on November 21, 2000, an article in

Bloomberg News ("Bloomberg") discussed the asbestos -related and fraudulent transfer lawsuit s

filed against Grace and Sealed Air. The article quoted a Sealed Air spokesman downplaying the

Company's contingent asbestos liability and stated :

Sealed Air Says It Doesn't Expect Effect From Asbestos Lawsuits

Saddle Brook, New Jersey, Nov . 21 (Bloomberg) -- Sealed Air Corp., makerof Bubble Wrap and Instapak foam packaging, said it doesn't believe it will besignificantly affected by any asbestos litigation brought against W.R. Grace &Co., which sold a packaging business to Sealed Air in 1998 .

Scaled Air has been named in lawsuits brought against specialty chemicalmaker Grace earlier this year. One suit claims Grace tried to shield itself fromnearly $1 billion in legal claims by shedding profitable businesses, includingpackaging .

Investors have been asking about the effect of court cases in recent weeks onSealed Air and the company believes that concern over the lawsuits is leading toa decline in Sealed Air's stock, said spokesman Ryan Flanagan.

Saddle Brook, New Jersey-based Sealed Air's shares fell $2 .25 to $40 today.The shares have fallen 21 percent since Nov . 15 . Sealed Air, which tripled insite by taking over Grace's Cryovac unit, did not acquire any business that madeor sold asbestos , Flanagan said .

Columbia, Maryland-based Grace once sold building fireproofing thatcontained asbestos . As part of the sale of its packaging business, Grace agreed todefend and indemnify Sealed Air against any asbestos litigation, Flanagan said .

40. Defendants knew or recklessly disregarded that the statements in the November 21 ,

2000, Bloomberg article were materially misleading because Sealed Air was facing substantial

contingent asbestos liability . Moreover, defendants were in violation of GAAP by failing to

accrue for Sealed Air's contingent asbestos liability; by November 2000 it was probable that

Sealed Air would be held liable for asbestos claims against Grace because more than 20 lawsuit s

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had been filed against Sealed Air alleging, among other things, that the Company had incurred the

asbestos liabilities of Grace and the Cryovac transaction was a fraudulent conveyance for th e

purpose of shielding Grace' s assets from judgement creditors , Additionally, in light of th e

thousands of asbestos lawsuits already filed against Grace and other companies, defendants could

reasonably estimate the probable loss or a range of possible loss based on then-availabl e

in formation .

41 . On January 25, 2001, Sealed Air issued a press release announcing the Company's

financial results for fourth-quarter and full-year 2000, The press release announced net earnings

of $61,791, 000 and $225,319,000, respectively , or earnings per common share of $0 .97 for the

quarter and $2.47 for the full year. The financial results announced in the January 25, 2001, pres s

release were repeated in the Company's 10-K for fiscal 2000 . The 10-K was signed by Defendant s

Hickey, Van Riper and Warren, among others, and filed March 23, 2001 with the SEC .

42, On April 2, 2001, W.R. Grace & Co. issued a press release announcing that Grac e

was filing for reorganization under Chapter 11 of the United States Bankruptcy Code " in respons e

to a sharply increasing number of asbestos claims . " Even after Grace's bankruptcy filing, Seale d

Air continued to violate GAAP by failing to accrue for the Company's contingent asbestos

liability, which was probable in light of Grace's bankruptcy filing , and even though defendants

could reasonably estimate the possible loss based on then-available information .

43 . On April 25, 2001, Sealed Air issued a press release announcing the Company' s

financial results for the first quarter of fiscal 2001 . The press release announced net earnings o f

$34,560,000 or $0 .30 per common share. The financial results in the April 25 press release were

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repeated in the Company's 10 .Q for first-quarter 2001 . The 10-Q was signed by defendant

Warren and filed May 31, 2001 with the SEC .

44. On July 25, 2001 , Sealed Air issued a press release announcing the Company's

financial results for the second quarter of fiscal 2001 . The press release announced net earnings

of $39,264,000 or $0 .53 per common share . The financial results in the July 25 press release

were repeated in the Company's 10-Q for second-quarter 2001 . The 10-Q was signed by

defendant Warren and filed August 10, 2001 with the SEC .

45 . On October 24, 2001, Sealed Air issued a press release announcing th e

Company's financial results for the third quarter of fiscal 2001 ending September 30, 2001 . The

press release announced net earnings of $44,410,000 or $0 .40 per common share . The financial

results in the October 24 press release were repeated in the Company's 10-Q for third-quarter

2001 . The 10-Q was signed by defendant Warren and filed November 13, 2001 with the SEC .

46 . Approximately six weeks later, on Friday December 7, 2001, Sealed Air investor s

were alarmed by a $30 million asbestos-exposure verdict against another company, Halliburton

Co., an oilfield services company ("Halliburton") . As reported in a Bloomberg article published

that day, the $30 million verdict was the latest of three such losses' for Halliburton, and was

followed by a 42% decline in Halliburton stock in one day. Like Sealed Air, HHalliburton's

asbestos liability involved its acquisition of a company purportedly indemnified against asbestos

claims. As a result of this news, Sealed Air's stock dropped 9 .83°fo by the close of trading .

1 Halliburton was ordered to pay $100 .7 million for similar claims by a Texas court in

November 2001, and $21 .3 million by a Mississippi court in October .

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•47. On the i'ollowing Monday, December 10, 2001, the next trading day after the

Halliburton verdict was announced, Sealed Air stock dropped an additional. 9 .89% after

Bloomberg reported that the decline in Sealed Air stock was caused in part by concerns that

Sealed Air was facing asbestos -related costs related to the Company' s acquisition of Grace' s

packaging business . Despite investors' concerns, the media coverage of Halliburton's most-recent

asbestos verdict, and the increased probability in light of the Halliburton verdict that Sealed Air

would be held liable for asbestos claims against Grace, Sealed Air disseminated a press releas e

that same day claiming that "there has been no chance in [Sealed Air's operations or

prospects that it believes would explain the Aetivitty in its stock over the last several day "

(emphasis added). The December 1.0 press release further stated, in part :

Sealed Air Corporation's position regarding the liabilities of W.R. Grace & Co.and the effect on Scaled Air Corporation in light of the 1998 corporate transactioninvolving Sealed Air and Grace has not changed since its most recent filing onForm 10-Q for the quarter ended September 30, 2001 .

48 . The structure of the transaction at issue in the Halliburton verdict indicated the

substantial probability that Sealed Air could be held responsible for Grace's asbestos liability, The

source of Halliburton 's asbestos liability actually was products manufactured by Harbison-Walker

Refractories Co . (Harbison-Walker), which was formerly owned by Dresser Industries , Inc. In

1992 Dresser Industries spun-off Harbison-Walker, and six years later, in 1998, Halliburto n

acquired Dresser Industries . In a 1lalliburton Form S-3 Registration Statement filed December 3 ,

2001 with the SEC, a section titled "Risk Factors" described how Halliburtori incurred Harbison-

Walker' s asbestos liability despite Harbison -Walker' s indemnity agreement with Dresser

Industries . The Form 5-3 stated in pertinent part :

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In the agreement related to the spin-off, Harbison-Walker agreed to assumeliability for asbestos claims filed after the spin -off and it agreed to defendand indemnify Dresser from liability for those claims . In addition to the openclaims . . .as of September 30, 2001, we believe there were approximately 182,000open and unresolved post spin-off refractory claims . We believe approximately120,000 of these post spin-off claims name Dresser as a defendant Based on ournegotiations with 14arbison-Walker and our investigations, we believeHarbison -Walker is no longer financially able to perform its obligations toassume liability for post spin-off refractory claims and defend Dresser fromthose claims . If so, these claims could have a material adverse effect on ourfinancial condition . Once we have verified that Dresser is a named defendantin any claims, we plan to treat these claims as open claims .

(Emphasis added)

49 . Even after the December 7, 2001, Halliburton verdict, Sealed Air continued to

violate by GA.AP by fai ling to accrue for its contingent asbestos liability resulting from the merger

of Grace's packaging business with Sealed Air .

50. On January 24, 2002, Sealed Air issued a press release announcing the Company' s

financial results for fourth-quarter and full-year 2001 . The press release announced net earning s

of $38,463,000 for the quarter and $156,697,000 for the year, or $0 .30 and $1 .30 per commo n

share, respectively. The financial results in the January 24, 2002 press release were repeated i n

the Company's 10-K for 2001 . The 10-K was signed by defendants Hickey, Kelsey and Warren

and filed March 27, 2002, with the SEC .

51 . On April 24, 2002, Sealed Air issued a press release announcing the Company' s

financial results for the first quarter of fiscal 2002 . The press release announced net earnings of

$60,545,000 or $0 .56 per common share. The financial results announced in the April 24 pres s

release were repeated in the Company's 10-Q for first- quarter 2002. The 1 O-Q was signed b y

defendant Warren and filed May 14, 2002, with the SEC .

1$

• i

52. In a section of the May 14, 2002 Form 10-Q titled "Commitments and

Contingencies," defendants discussed, among other things, that on April 2, 2001, Grace had filed

for bankruptcy protection under Chapter 11 of the U .S. Bankruptcy Code "in response to a sharpl y

increasing number of asbestos claims since 1999 ." Despite the sharp increase in the number o f

asbestos lawsuits against Grace, Grace's bankruptcy filing as a result of these lawsuits and th e

numerous asbestos lawsuits naming Sealed Air as a defendant, in the Form 10-Q defendant s

claimed that Sealed Air was not required under GAAP to accrue for these contingent liabilities ,

stating in pertinent part :

On April 2, 2001, New Grace and certain of its subsidiaries filed a petition forreorganization under Chapter 11 of the U .S . Bankruptcy Code in the U.S .Bankruptcy Court in the District of Delaware . New Grace stated that the filingwas made in response to a sharply increasing number of asbestos claims since1999 .

In connection with its Chapter 11 filing, New Grace filed an application with theBankruptcy Court seeking to stay, among others, all actions brought against theCompany related to alleged asbestos liabilities of New Grace and its subsidiariesor alleging fraudulent transfer claims . The court issued an order dated May 3,2001, which was modified on January 22, 2002, under which all such filed orpending actions against the Company were stayed and all such future actions arestayed upon filing and service on the Company. No further proceedings involvingthe Company can occur in the actions that have been stayed except upon furtherorder of the Bankruptcy Court . The Company believes that New Grace's filing forreorganization may provide a single forum in which all such claims might beresolved .

**1K

During 2001, the Company paid approximately $8,000 unrelated to the asbestosand fraudulent transfer claims described above, which was primarily a result ofthe Company's guarantee, entered into at the time of the Cryovac Transaction, ofcertain debt payable by W . R. Grace & Co.-Conn., which filed for reorganizationalong with New Grace,

**1K

Under accounting principles zenerally accented in the United States ofAmerica, an accrual for a contingent liability is appropriate only if it isprobable that a liability has been incurred and if the amount of the liabilit y

19

} ~ r I ~ •can be reasonably estimated. The ComDanv does not believe that thes econditions have been met with respect to the claims against the Companyrelated to the alleged asbestos liabilities , [or] the fraudulent transfer claims . . .,all of which are described above . Accordingly, the Company has not madeany accrual for these matters as of March 31 .2002 . (Emphasis added . )

53. On July 24 , 2002, Sealed Air issued a press release announcing the Company'sfinancial results for the second quarter of fiscal 2002 . The press release announced net earningsof $66,005,000 or $0.61 per common share . The financial results announced in the July 24 pressrelease were repeated in the Company ' s 10-Q for second -quarter 2002 .

54. Defendants knew or recklessly disregarded that defendants' public statements ,

press releases and SEC filings as described in x'J34-45 and ¶¶47-53 were materially misleading

because defendants violated GAAP by failing to accrue for the Company ' s massive, contingent

asbestos liability related to Sealed Air's merger with W .R. Grace & Co .'s packaging business .

THE TRUTH IS REVEALE D

55 . The Class Period ends on July 30, 2002, when the true nature of Sealed Air' s

contingent asbestos liability was finally revealed as a result of a federal court ruling tha t

potentially made it easier for asbestos plaintiffs to prove that the Cryovac Transaction was a

fraudulent transfer designed to shield Grace 's assets from asbestos claims . The federal court

hearing Grace's bankruptcy proceedings ruled that Grace should have anticipated the financia l

consequences of asbestos lawsuits when it merged its Cryovac unit with Sealed Air in 1998 . An

article published the same day in Bloomberg explained that the ruling "might make it easier for

people alleging asbestos injuries to prove [W .R Grace & Co.] fraudulently sold [ ryovae] to

Sealed Air Corp . in 1998 ." The bankruptcy court's ruling was highly significant because - were

the Cryovac Transaction found to be a fraudulent transfer - asbestos plaintiffs might also be able

20

to hold Sealed Air responsible for satisfying a "flood" of asbestos-related lawsuits . The

Bloomberg article stated in pertinent part :

W.R. Grace, Sealed Air Lose Ruling in Asbestos Cas e

Newark, New Jersey, July 30 (Bloomberg) -- W .R. Grace & Co. lost a courtruling that might make it easier for people alleging asbestos injuries to prove thechemical maker fraudulently sold a food-packaging company to Sealed Air Corp .in 1998 .

Shares of Scaled Air, the maker of Bubble Wrap , were down $15 .77, a declineof almost 42 percent, closing at $22, in trading on the New York Stock Exchange .

Grace transferred its Cryovac division to Sealed Air in 1998 for $1 .2 billionand stock, in a move to shield assets from plaintiffs seeking payment forasbestos -related injuries, according to a lawsuit against Sealed Air and Grace .Sealed Air has said it may have to hand over Cryovac to asbestos plaintiffs if theywin the case .

Attorneys for the plaintiffs say Grace sold Cryovac for less than its actualvalue, leaving the company unable to pay the potential damages it faced fromfuture asbestos lawsuits . Grace has said the sale price was fair and that it didn'tforesee the subsequent flood of asbestos claims that prompted its bankruptcyfiling in April 2001 . A federal judge said Grace should have anticipated thoseclaims when it sold Cryovac .

"W.R. Grace had a serious and open-ended asbestos liability problem for yearsbefore" the 1998 transaction, U .S . District Judge Alfred Wolin in Newark ruledyesterday . The plaintiffs "should not be the party burdened with W .R. Grace'sfailure to accurately calculate its actual . . . asbestos liability. "

'Arm's-Length Transaction '

Sealed Air, based in Saddle Brook, New Jersey, said in a statement it wasdisappointed with the ruling and will appeal .

The deal "was an arm's-length transaction negotiated in good faith betweentwo independent companies after considering all relevant issues, including grace'ssolvency under applicable law," the statement said .

The lawsuit claims Sealed Air should also pay damages because it assumedGrace's liability when it bought the Cryovac unit .

21

A spokesman for Grace, based in Columbia, Maryland, did not immediatelyreturn a call seeking comment . Grace shares rose 43 cents to close at $2 .94, in

trading on the New York Stock Exchange.

Wolin has set a Sept . 30 trial date . The judge said that for the plaintiffs to wintheir fraud suit they must prove the transfer left Grace with more liabilities than

assets and that the company got less for Cryovac than it was worth .

56. News or the bankruptcy court' s ruling and Sealed Air 's potential liabilit y

for the asbestos lawsuits against Grace hit the market like a shockwave . By the close of trading

on July 30, 2002, the same day as the ruling , Sealed Air's stock had plummeted more than 41% .

The next day, July 31, 2002, the price of Sealed Air's stock dropped again , falling 34% from the

previous day's close .

57, Subsequently, on November 29, 2002, Sealed Air issued a press release

announcing the terms of a settlement of the fraudulent-transfer and asbestos claims related to

Scaled Air's acquisition of Grace's Cryovac packaging business . The press release disclose d

that Sealed Air had reached an agreement in principle with Grace's creditors and asbestos-

in'ur claimants to a $512 million in cash and nine million shares of Sealed Air stock.

The press release stated in pertinent part :

Sealed Air Corporation (NYSE :SEE) announced today that it has reached anagreement in principle with all of the appropriate parties to resolve all of thecurrent and future asbestos-related claims and the pending fraudulent transferclaims made against it and its affiliates in connection with the 1998 transaction inwhich Sealed Air acquired the Cryovac packaging business from W.R. Grace.

The pending settlement calls for the Company to contribute 9 million shares ofSealed Air common stock . The shares closed at $24.48 on Wednesday, November

27, 2002 . The pending settlement also calls for the payment of $512.5 million in

cash plus interest, at a 5 .5% annual rate, starting on December 21, 2002 andending on the effective date of the W . R. Grace plan for reorganization . The cash

22

t i

payment must be made in full at that time . Sealed Air will not seek indemnityfrom Grace for payments made under this agreement .

The agreement also provides for full protection of Sealed Air from any and allclaims against the Company by Fresenius Medical Care AG related to the W . R .Grace transactions .

This agreement is subject to Sealed Air and its affiliates, subsidiaries, officers,directors et al ., receiving the full benefit of 11 U.S.C. Sec. 524(g) and Sec. 105 ofthe U .S. Bankruptcy Code . This provides that all asbestos-related claims againstSealed Air would be channeled to a trust to be established as part of W .R. Grace'splan of reorganization that will make payments to asbestos claimants on behalf ofGrace . The agreement is also subject to the approval of Sealed Air CorporationsBoard of Directors and the Asbestos Personal Injury and Asbestos PropertyDamage Creditors Committees in the W .R. Grace bankruptcy proceeding .Approval will be sought by the respective parties no later than December 6, 2002 .

The agreement is also subject to execution of a definitive settlement agreement.

William V. Hickey, President and Chief Executive Officer, stated that : "Thisagreement in principle provides Sealed Air with finality and certainty as we putthe Grace-related issues behind us . We believe that reaching this timely andmanageable settlement is in the best interests of our shareholders and ourbusiness. Sealed Air will continue doing what we do best : providing superior,innovative packaging products and solutions that add value to our customersaround the world."

* *

58. Although the Company, throughout the Class Period, consistently failed to

acknowledge the significance of Sealed Air's contingent asbestos liability, the market clearl y

demonstrated how material the asbestos liability was to investors . On the day the proposed

settlement was announced, Sealed Air's stock price shot upward, to close an astounding 56 .5 %

higher than the previous day - the day before the announcement of the pe nding settlement .

Defendants' False Financial Reporting During The Class Perio d

59 . In order to inflate the price of Sealed Air's stock, defendants violated

Generally Accepted Accounting Principles ("GAAP") by failing to accrue for the Company' s

23

• i

contingent liability to asbestos claimants which artificially inflated the Company's earnings .

Furthermore, defendants failed to disclose the full scope and nature of Sealed Air's contingen t

asbestos liability .

60 . Financial Accounting Standards Board ("FASB") Statement 5 ("FAS-5")

establishes standards of financial accounting and reporting for loss contingencies . FA -5 require s

accrual and disclosure for an estimated loss from a loss contingency if two conditions are met : (1)

information available prior to issuance of the financial statements indicates that it is probable tha t

an asset had been impaired or a liability had been incurred at the date of the financial statements ,

and (ii) the amount of loss can be reasonably estimated . If a loss contingency is "probable," and

only a range of possible loss can be estimated , then the minimum amount of the range is accrued .

Defendants failed to include an accrual in the Company's financial statements for even th e

minimum amount of possible loss from Sealed Air's probable asbestos liability, although the

range of possible loss could be reasonably estimated based on information available prior t o

issuance of the financial statements .

61 . The financial statements and statements about them were misleading as suc h

financial information was not prepared in conformity with GAAP, nor was the financial

information a fair representation of the Company 's operations or the Company 's contingent

asbestos -related liability .

62 . GAAP are those principles recognized by the accounting profession as th e

conventions, rules and procedures necessary to define accepted accounting practice at a particula r

time. SEC Regulation S-X (17 C .F.R. §210 .4-01(a)(1)) states that financial statements filed with

the SEC which are not prepared in compliance with GAAP are presumed to be misleading and

24

inaccurate, despite footnote or other disclosure. Regulation S-X requires that interim financia l

statements must also comply with GAAP , with the exception that interim financial statements

need not include disclosure which would be duplicative of disclosures accompanying annua l

financial statements . 17 C,F.R. §210.10-01(a) .

63 . Sealed Air's 1999 Form 10-K, filed March 27, 2000 with the SEC ; the Fonn 10-Q ,

filed May 12, 2000 ; the July 26, 2000 press release; the Form 10-Q filed August 11, 2000; the

October 26, 2000 press release ; the Form 10-Q filed November 13, 2000 ; the January 25, 2001

press release; the 2000 Fomi 10-K, filed March 23, 2001 ; the April 25, 2001 press release; the

Form 10-Q, filed May 31, 2001 ; the July 25, 2001 press release ; the Form 10-Q filed August 10,

2001 ; the October 24, 2001 press release; the Form 10-Q filed November 13, 2001 ; the December

10, 2001 press release ; the January 24, 2002 press release; the 2001 Form 10-K filed March 27,

2002; the April 24, 2002 press release ; the Form 10-Q filed May 14, 2002 ; and the July 24, 2002

press release presented the Company's financial results and statements in a mariner which violated

GAAP, including the following fundamental accounting principles :

(a) The principle that interim financial reporting should be based upon the sam e

accounting principles and practices used to prepare annual financial statements was violated (AP B

No . 28,1110) ;

(b) The principle that financial reporting should provide information that is usefu l

to present and potential investors and creditors and other users in making rational investment,

credit and similar decisions was violated (FASB Statement of Concepts No. 1, ¶34) ;

25

(c) The principle that financial reporting should provide information about th e

economic resources of an enterprise, the claims to those resources and effects of transactions ,

events and circumstances that change resources and claims to those resources was violated (FAS B

Statement of Concepts No. 1, ¶40) ;

(d) The principle that financial reporting should provide information about how

management of an enterprise has discharged its stewardship responsibility to owners

(stockholders) for the use of enterprise resources entrusted to it was violated. To the extent that

management offers securities of the enterprise to the public, it voluntarily accepts wider

responsibilities for accountability to prospective investors and to the public in general (FAS B

Statement of Concepts No . 1, 1150) ;

(e) The principle that financial reporting should provide information about an

enterprise's financial performance during a period was violated . Investors and creditors often us e

information about the past to help in assessing the prospects of an enterprise . Thus, althoug h

investment and credit decisions reflect investors' expectations about future enterpris e

performance, those expectations are commonly based at least partly on evaluations of past

enterprise performance (FASB Statement of Concepts No. 1, ¶42) ;

(f) The principle that financial reporting should be reliable in that it represent s

what it purports to represent was violated . That information should be reliable as well as relevant

is a notion that is central to accounting (FASB Statement of Concepts No . 2, ¶J58-59) ;

(g) The principle of completeness, which means that nothing is left out of the

information that may be necessary to insure that it validly represents underlying events an d

conditions was violated (FASB Statement of Concepts No . 2,179) ; and

26

y f

(h) The principle that conservatism be used as a prudent reaction to uncertainty t o

try to ensure that uncertainties and risks inherent in business situations are adequately considere d

was violated . The best way to avoid injury to investors is to try to ensure that what is reported

represents what it purports to represent (FA.SB Statement of Concepts No . 2, ¶¶¶95, 97) a

64. Further, the undisclosed adverse information concealed by defendants during the

Class Period is the type of information which, because of SEC regulations, regulations of the

national stock exchanges and customary business practice, is expected by investors and securities

analysts to be disclosed and is known by corporate officials and their legal and financial advisors

to be the type of information which is expected to be and must be disclosed .

SCIENTER ALLEGAT IONS

65. As alleged herein, defendants acted with scienter in that defendants knew that the

public documents and statements issued or disseminated in the name of the Company were

materially false and misleading; knew that such statements or documents would be issued or

disseminated to the investing public; and knowingly and substantially participated or acquiesced

in the issuance or dissemination of such statements or documents as primary violations of the

federal securities laws. As set forth elsewhere herein in detail, defendants , by virtue of thei r

receipt of information reflecting the true facts regarding Sealed Air, their control over, and/o r

receipt and/or modification of allegedly materially misleading misstatements and/or their

associations with the Company which made them privy to confidential proprietary informatio n

concerning Sealed Air, participated in the fraudulent scheme alleged herein .

27

l l

Applicability Of Presumption Of Reliance:Fraud-On-The-Market Doctrine

66 . At all relevant times , the market for Sealed Air securities was an efficient marke t

for the following reasons , among others :

(a) Scaled Air stock met the requirements for listing, and was listed and activel y

traded on a highly efficient and automated market ;

(b) As a regulated issuer, Sealed Air filed periodic public reports with the SEC ;

(c) Scaled Air regularly communicated with public investors via established marke t

communication mechanisms, including through regular disseminations of press releases on the

national circuits of major newswire services and through other wide-ranging public disclosures ,

such as communications with the financial press and other similar reporting services ; and

(d) Scaled Air was followed by securities analysts employed by major brokerag e

firms who wrote reports which were distributed to the sales force and certain customers of thei r

respective brokerage firms . Each of these reports was publicly available and entered the publi c

marketplace .

67. As a result of the foregoing, the market for Sealed Air securities promptly digested

current information concerning Sealed Air from all publicly available sources and reflected such

information in Sealed Air's stock price . Under these circumstances, all purchasers of Sealed Air

securities during the Class Period suffered similar injury through their purchase of Sealed Ai r

securities at arti Iicially inflated prices and a presumption of reliance applies .

28

t 4

NO SAFE HARBO R

68. The statutory safe harbor provided for forward-looking statements under certai n

circumstances does not apply to any of the allegedly false statements pleaded in this complaint .

Many of the specific statements pleaded herein were not identified as "forward - looking

statements" when made . To the extent there were any forward-looking statements , there were no

meaningful cautionary statements identifying important factors that could cause actual results to

differ materially from those in the purportedly forward-looking statements, Alternatively, to th e

extent that the statutory sale harbor does apply to any forward-looking statements pleaded herein,

defendants are liable for those false forward-looking statements because at the time each of thos e

forward-looking statements was made, the particular speaker knew that the particular forward-

looking statement was false, and/or the forward-looking statement was authorized and/o r

approved by an executive officer of Sealed Air who knew that those statements were false whe n

made .

COUNT I

Violations of Section 10(b) of the Exchange ActAnd Rule IOb-5 Promulgated Thereunder Against A ll Defendants

57. Plaintiff repeats and realleges each and every allegation contained above as i f

fully set forth herein .

58. During the Class Period, defendants disseminated or approved the false

statements specified above, which they knew or recklessly disregarded were materially fa lse and

misleading in that they contained material misrepresentations and failed to disclose material facts

29

•necessary in order to make the statements made, in light of the circumstances under which they

were made, not misleading .

59. Defendants violated § 10(b) of the 1934 Act and Rule 1 Ob-5 in that they :

(a) Employed devices, schemes and artifices to defraud ;

(b) Made untrue statements of material facts or omitted to state material fact s

necessary in order to make statements made, in light of the circumstances under which they wer e

made, not misleading ; or

(c) Engaged in acts, practices and a course of business that operated as a fraud o r

deceit upon plaintiff and others similarly situated in connection with their purchases of Sealed Ai r

publicly traded securities during the Class Period.

60. Plaintiff and the Class have suffered damages in that, in reliance on the integrity o f

the market, they paid artificially inflated prices for Sealed Air publicly traded securities . Plaintiff

and the Class would not have purchased Sealed Air publicly traded secu rities at the prices the y

paid, or at all, if they had been aware that the market prices had been artificially and falsel y

inflated by defendants' misleading statements .

61 . As a direct and proximate result of these defendants ' wrongful conduct , plaintiff

and the other members of the Class suffered damages in connection with their purchases of Sealed

Air publicly traded securities during the Class Period .

30

r F

COUNT llt

Violations of Section 20(a) of The Exchange ActAgainst All Defendants

62 , Plaintiff repeats and realleges each and every allegation contained above as if full y

set forth herein .

63 . The executive officers of Sealed. Air prepared, or were responsible for preparing,

the Company's press releases and SEC filings . The Individual Defendants controlled other

employees of Sealed Air . Scaled Air controlled the Individual Defendants and each of its officers ,

executives and all of its employees . By reason of such conduct, defendants are liable pursuant to

§20(a) of the 1934 Act .

JURY DEMAN D

Plaintiff hereby demands a trial by jury.

PRAYER. FOR RELIEF

WHEREFORE, Plaintiff demands judgment :

] Determining that the instant action is a proper class action maintainable

under Rule 23 of the Federal Rules of Civil Procedure ;

2 Awarding compensatory damages and/or rescission as appropriate against

Defendants, in favor of Plaintiff and all members of the Class for damages sustained as a result of

Defendants' wrongdoing ;

3 Awarding Plaintiff and members of the Class the costs and disbursement s

of this suit, including reasonable attorneys', accountants' and experts' fees ; and

31

4 Awarding such other and further relief as the Court may deem just and

proper.

Dated : September 12, 2003 SQUITIERI & FEARON, LLP

By :Olimpio ee Squitieri

One Gateway CenterSuite 250 0Newark, New Jersey 07102Telephone : (201) 445-8595

Lionel Z. GlancyMichael GoldbergGLANCY & BINKOW LLP1801 Avenue of the Stars, Suite 311Los Angeles , California 90067Telephone: (310) 201-9150

Attorneys for Plaintiff

32

f d ~L6 iJ9X6+T~ +OT£ £0 :£0 02-TT-d35

GLANCY & BINKOW LL PSWORN CERTIFICATION OF PLAINTIFF MILES SENN

SEALED AIR CORPORATION SECURITIES LITICATiO N

1 . Miles Senn , certify that :

I have reviewed the Complaint and authorized its filing .

2. I did not purchase SEALED AIR CORP ., the security that is the subject of thisaction, at the direction of plaintiff's counsel or in order to participate in any private actionarising under this title .

3_ I am willing to serve as a representative party on behalf of a class and willtestify at deposition and trial, if necessary .

4 . My transactions in SEALED AIR CORP . during the Class Period set forth inthe Complaint are as follows:

I bought 185 shares on 12/08/2000 at $ 33 .75 per share

5 . I have not served as a representative party on behalf of a class under this titleduring the last three years .

6_ 1 will not accept any payment for serving as a representative party. except toreceive my pro rata share ❑f any recovery or as ordered or approved by the court includingthe award to a representative plaintiff of reasonable costs and expenses (including lostwages) directly relating to the representation of the class .

I declare under penalty of perjury that the foregoing are true and correct statements .

Dated : 8 / oen n

Z d~ lE[I 1098 0 . 1 '6 f 1Hi, I'M J