SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.3)
Sealed Air Corporation
___________________________________________
(Name of Issuer)
Common Stock
___________________________________________
(Title of Class of Securities)
81211K100
___________________________________________
(CUSIP Number of Class of Securities)
Thomas Tays
Chief Legal Officer
DAVIS SELECTED ADVISERS, L.P.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85756
(520) 434-3771
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 26, 2011
___________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: [X]
Rider 1A
CUSIP No. 81211K100 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Davis Selected Advisers, L.P.
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
AF
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
___________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 35,033,918 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 0 shares (Shared)
2,863,229 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 37,897,147 shares
________________________________
:(10) SHARED DISPOSITIVE POWER
: 0 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
37,897,147 shares
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
23.8%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA
___________________________________________________________________
CUSIP No. 81211K100 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Davis New York Venture Fund
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b)X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
OO
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
___________________________________________________________________
:(7) SOLE VOTING POWER
:
NUMBER OF SHARES BENEFICIALLY : None
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED VOTING POWER
: 17,747,507 shares
________________________________
:(9) SOLE DISPOSITIVE POWER
:
: None
________________________________
:(10) SHARED DISPOSITIVE POWER
: 17,747,507 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,747,507 shares
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.1%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IV
___________________________________________________________________
Item 1. Security and Issuer
The class of equity security to which this statement on Schedule 13D relates is
the Common Stock (the "Securities") of Sealed Air Corporation, a Delaware
corporation (the "Issuer"). The Issuer has its principal executive offices
located at 200 Riverfront Boulevard Elmwood Park, New Jersey.
Item 2. Identity and Background
(a)-(c) This statement is being filed by Davis Selected Advisers, L.P. ("Davis
Advisors"), an investment advisor registered with the Securities and Exchange
Commission under the Investment Advisers Act of 1940, as amended. The address
of its principal office is 2949 East Elvira Road, Suite 101, Tucson, Arizona
85756. Davis Advisors provides discretionary portfolio management services,
serving as investment adviser or sub-adviser for registered investment
companies (including the Davis Funds, Selected Funds, and Clipper Fund),
unregistered investment companies, offshore funds, and private accounts.
Davis Advisors also works with sponsors to serve as investment adviser for
managed money/wrap account programs. In certain managed money/wrap account
programs, Davis Advisorswill provide non-discretionary investment management
services (generally in the form of model portfolios). Davis New York Venture
Fund, Inc. is a registered investment company organized as a Maryland
Corporation and has four series or portfolios, including Davis New York
Venture Fund. Davis New York Venture Fund, joint filer of this Schedule 13D,
may be reached c/o Davis Selected Advisers, L.P. 2949 East Elvira Road,
Suite 101, Tucson, Arizona 85756.
The names, business addresses, and principal occupations of the general partner
and executive officer of Davis Advisors, and each director and each executive
officer of Davis New York Venture Fund (collectively, the "Principals")are set
forth in Schedule I.
The Securities of the Issuer reported in Item 5 herein were acquired on behalf
of the investment advisory clients of Davis Advisors, Inc., including Davis
New York Venture Fund, under sole or shared discretionary authority granted to
Davis Advisors. None of the Securities are owned by or on behalf of Davis
Advisors and less than 0.5% of the Issuer's outstanding securities are owned
by Davis Advisors partners and officers and officers of Davis New York Venture
Fund, in aggregate.
(d) During the last five years, none of Davis Advisors, Davis New York Venture
Fund or any of the Principals has been convicted in any criminal proceeding.
(e) During the last five years, none of Davis Advisors, Davis New York Venture
Fund or any of the Principals has been a party to any civil or administrative
proceeding that resulted in such person or entity being subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Davis Advisors is a Colorado limited partnership; Davis New York Venture
Fund is a Maryland corporation. The citizenship of each Principal is set forth
in Schedule I.
Item 3. Source and Amount of Funds or Other Consideration
The respective investment advisory clients of Davis Advisors used approximately
$816,519,717 in the aggregate to purchase the Securities reported in this
filing. All funds used to purchase Securities were assets of these respective
clients and none were assets of Davis Advisors. In addition, none of the funds
used to purchase the Securities were provided through borrowings of any nature.
Item 4. Purpose of Transaction
The Securities reported in this filing have been purchased and held for
investment purposes on behalf of client accounts over which Davis Advisors
has either sole or shared discretionary dispositive or voting power. The
Beneficial ownership on the part of Davis Advisors is expressly disclaimed,
as permitted by Rule 13d-4. All purchases of Securities were made for
investment purposes only and in the ordinary course of business of Davis
Advisors as a registered investment advisor. Davis Advisors may, from time
to time and at any time, purchase additional securities on behalf of clients
in the future. Davis Advisors reserves the right to sell all or a part of
the current holdings of the Securities from time to time and at any time.
Davis Advisors is engaged in the business of investment management of its
clients' assets and pursues an investment philosophy of identifying undervalued
situations and acquiring positions in undervalued companies on behalf of its
clients. In pursuing this investment philosophy, Davis Advisors analyzes the
operations, capital structure and markets of companies in which its clients
invest and continuously monitors the business operations of such companies
through analysis of financial statements and other public documents, through
discussions with knowledgeable industry observers, and with management of
such companies.
Davis Advisors qualifies as an institution which may elect to file securities
ownership reports required by the Securities Exchange Act of 1934 on Schedule
13G and, as a routine matter, Davis Advisors utilizes Schedule 13G for its
reporting of the ownership positions held by its investment advisory clients.
As the result of investment analysis or the occurrence of events, Davis
Advisors may desire to participate in discussions with the particular
portfolio company's management or with third parties about significant
matters or possible courses of action to assist in building corporate
intrinsic value per share or to cause the portfolio company's true economic
value to be recognized. In such situations, Davis Advisors may elect to
convert a filing on Schedule 13G to a filing on Schedule 13D in order to
be more active in corporate governance and management matters, and to
have the ability to enter into discussions with third parties
concerning proposed corporate transactions of a significant nature.
On June 1, 2011, via a press release, the Issuer announced that it had entered
into a definitive agreement under which the Issuer will acquire Diversey in a
transaction valued at $4.3 billion. Davis Advisors:
1. has serious concerns about the proposed transaction;
2. may oppose the proposed transaction;
3. may encourage the Issuer's management to explore other strategic options
to maximize shareholder value; and
4. may have additional conversations with the Issuer and/or third parties
regarding opportunities to maximize the Issuer's value including any
of the actions or transactions enumerated in clauses (a) through (j)
of Item 4.
Item 5. Interest In Securities Of The Issuer
Item 5 shall be amended and restated as follows:
(a) The aggregate number and percentage of Securities to which this Schedule
13D relates is 37,897,147 shares of the common stock of the Issuer,
constituting approximately 23.8% of the Issuer's outstanding shares,
Rider 6A.
___________________________________________________________________
Common % of outstanding
Shares Common Shares
Held
___________________________________________________________________
Davis Advisors' Voting Authority
Sole: 35,033,918 22.0%
Shared: none 0.0%
None: 2,863,229 1.8%
Total 37,897,147 23.8%
Davis Advisors' Dispositive Authority
Sole: 37,897,147 23.8%
Shared: none 0.0%
Total 37,897,147 23.8%
___________________________________________________________________
Davis New York Venture Fund's Voting Authority
Sole: none 0.0%
Shared: 17,747,507 11.1%
None: none 0.0%
Total 17,747,507 11.1%
Davis New York Venture Fund's Dispositive Authority
Sole: none 0.0%
Shared: 17,747,507 11.1%
Total 17,747,507 11.1%
(b) Davis Advisors generally has the sole power to dispose of or to
direct the disposition of the Securities held for discretionary
accounts of its investment clients, and may be granted the sole
power to vote or direct the vote of such Securities; such powers
may be retained by or shared with the respective clients for shared
or non-discretionary accounts. Shares held by Davis New York
Venture Fund are reported in the "shared" category.
(c) Please see Schedule II for purchase and sale transactions in
the Securities during the past sixty days.
(d) The investment advisory clients of Davis Advisors have the sole
right to receive and, subject to notice, to withdraw the proceeds
from the sale of the Securities, and the sole power to direct the
receipt of dividends from any of the Securities held for their
respective accounts. Such clients may also terminate the investment
advisory agreements without penalty upon appropriate notice. Davis
Advisors does not have an economic interest in any of the Securities
reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition with respect to Securities owned by
discretionary private accounts of Davis Advisors are established
in written investment advisory agreements between clients and Davis
Advisors, which are entered into in the normal and usual course of
the business of Davis Advisors as a registered investment advisor
and which are generally applicable to all securities purchased for
the benefit of each such discretionary private account. There are
no special or different agreements relating to the Securities of
the Issuer.
The written investment advisory agreements with clients generally
do not contain provisions relating to borrowing of funds to finance
the acquisition of the Securities, acquisition of control, transfer
of securities, joint ventures, or any of the other transactions
listed in the instructions to Item 6 of Schedule 13D other than
voting of proxies. In connection with voting, Davis Advisors may
be allowed or directed to vote the proxies received by client accounts.
Item 7. Material to be Filed as an Exhibit
Exhibit 1 Joint Filing Agreement by and between Davis Advisors and Davis New
York Venture Fund, dated July 26, 2011
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: July 26, 2011
DAVIS SELECTED ADVISERS, L.P.
By /s/ Thomas Tays
_______________________________
Thomas Tays
Vice President & Chief Legal Officer
DAVIS NEW YORK VENTURE FUND
By /s/ Thomas Tays
_______________________________
Thomas Tays
Vice President & Secretary
EXHIBIT 1
Joint Filing Agreement
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the
persons or entities named below agree to the joint filing on behalf of each of
them of this Schedule 13D with respect to the Securities of the Issuer and
further agree that this joint filing agreement be included as an exhibit to
this Schedule 13D. In evidence thereof, the undersigned hereby execute this
Agreement as of July 26, 2011.
Davis Selected Advisers, L.P.
By /s/ Thomas Tays
_________________________________
Thomas Tays
Vice President and Chief Legal Officer
Davis New York Venture Fund
By /s/ Thomas Tays
_______________________________
Thomas Tays
Vice President & Secretary
SCHEDULE I
Information with Respect to Executive
Officers and Directors
The following information is disclosed for the general partner and each of the
executive officers of Davis Advisors: name; business address; and present
principal occupation or employment. Each individual identified below is
a citizen of the United States.
DAVIS SELECTED ADVISERS, L.P.
General Partner: Davis Investments, LLC (a Delaware limited liability company)
serves as Davis Selected Advisers, L.P.'s sole general partner. Davis
Investments, LLC is wholly owned by Christopher Davis.
Executive Officers
Sole Member & Chairman Christopher C. Davis(1)
President Andrew A. Davis(2)
Chief Operating Officer Kenneth C. Eich(3)
Chief Marketing Officer Russell O. Wiese(1)
Vice President, Chief Financial Officer, Treasurer &
Assistant Secretary Gary P. Tyc(3)
Vice President, Chief Legal Officer, General Counsel,
& Secretary Thomas D. Tays(3)
Vice President & Chief Compliance Officer Sharra L. Haynes(3)
Co-Chief Compliance Officer Anthony Frazia(1)
Vice President & Information Technology Manager Sandra E. Duran(2)
Vice President & Director of Fund Accounting Douglas A. Haines(3)
Assistant Vice President Catherine A. Merlino(3)
(1)Principal office 620 Fifth Avenue, 3rd Floor, New York, New York 10020
(2)Principal office 124 East Marcy Street, Santa Fe New Mexico 87501
(3)Principal office 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756
Davis New York Venture Fund
The following information is disclosed for each of the directors and
executive officers of Davis New York Venture Fund: name; business
address; and present principal occupation or employment. Each individual
identified below is a citizen of the United States. The address of each
individual for purposes of correspondence is c/o Davis Selected Advisers,
L.P. 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756
Directors
Thomas Gayner: Chairman of the Board. President and Chief Investment Officer,
Markel Corporation (an insurance company)
Marc Blum: Director. Chief Executive Officer, World Total Return Fund, LLLP; of
Counsel to Gordon, Feinblatt, Rothman, Hoffberger and Hollander, LLC (law firm).
Andrew Davis: Director President or Vice President of each Davis Fund and
Selected Fund; President, Davis Selected Advisers, L.P., and also serves
as an executive officer in certain companies affiliated with the Adviser.
Christopher Davis: Director. President or Vice President of each Davis Fund,
Selected Fund, and Clipper Fund; Chairman of Davis Selected Advisers, L.P.,
and also serves as an executive officer in certain companies affiliated with
the Adviser.
John Gates, Jr.: Director. Chairman and Chief Executive Officer of
PortaeCo LLC, a private investment company.
G. Bernard Hamilton: Director. Retired. Former Managing General Partner, Avanti
Partners, L.P. (investment partnership).
Samuel Iapalucci: Director. Retired. Former Executive Vice President and Chief
Financial Officer, CH2M HILL Companies Ltd., (engineering).
Robert Morgenthau: Director. Chairman, NorthRoad Capital Management LLC (an
investment management firm).
Marsha Williams: Director. Retired: Formerly Senior Vice President and Chief
Financial Officer of Orbitz Worldwide, Inc. (travel service provider)
Officers
Christopher Davis: See description in the section on Directors.
Andrew Davis: See description in the section on Directors.
Kenneth Eich: Executive Vice President and Principal Executive Officer of
each of the Davis Funds, Selected Funds, and Clipper Fund, Inc.; Chief
Operating Officer, Davis Selected Advisers, L.P.; and also serves as an
executive officer in certain companies affiliated with the Adviser.
Douglas Haines: Vice President, Treasurer, Chief Financial Officer, Principal
Financial Officer, and Principal Accounting Officer of each of the Davis Funds,
Selected Funds, and Clipper Fund, Inc.; Vice President and Director of Fund
Accounting, Davis Selected Advisers, L.P.
Sharra Haynes: Vice President, Chief Compliance Officer of each of the Davis
Funds, Selected Funds, and Clipper Fund, Inc.; Vice President and Chief
Compliance Officer, Davis Selected Advisers, L.P.; and also serves as an
executive officer in certain companies affiliated with the Adviser.
Thomas Tays: Vice President and Secretary of each of the Davis Funds, Selected
Funds, and Clipper Fund, Inc.; Vice President, Chief Legal Officer and
Secretary, Davis Selected Advisers, L.P.; and also serves as an executive
officer in certain companies affiliated with the Adviser.
SCHEDULE II
Securities transactions in the last 60 days.
Purchases and sales by Davis Advisors were conducted in the open market in
the ordinary course of business.
Transaction Type Date # of Shares Price per Share
(Net of commissions)
Buy 5/26/2011 644 $25.18
Sold 5/26/2011 13,037 $25.21
Buy 5/27/2011 668 $25.13
Sold 5/27/2011 1,274 $25.36
Buy 5/31/2011 217 $25.46
Sold 5/31/2011 1,117 $25.46
Buy 6/1/2011 432 $24.59
Sold 6/1/2011 312,865 $24.76
Buy 6/2/2011 533 $22.52
Sold 6/2/2011 1,030 $22.56
Buy 6/3/2011 146 $22.50
Sold 6/3/2011 3,020 $22.39
Sold 6/6/2011 593 $22.59
Sold 6/7/2011 1,373 $23.02
Sold 6/8/2011 348 $23.00
Buy 6/9/2011 87 $22.25
Sold 6/9/2011 130 $23.98
Sold 6/10/2011 533 $23.45
Buy 6/13/2011 142 $23.43
Sold 6/13/2011 88 $23.36
Buy 6/14/2011 10,543 $23.69
Sold 6/14/2011 7,745 $23.63
Buy 6/15/2011 135 $23.41
Sold 6/15/2011 2,092 $23.16
Buy 6/16/2011 58 $22.88
Sold 6/16/2011 4,551 $23.04
Buy 6/17/2011 234 $23.12
Sold 6/17/2011 27,651 $23.06
Buy 6/20/2011 1,141 $22.97
Sold 6/20/2011 4,545 $22.96
Buy 6/21/2011 238 $22.99
Sold 6/21/2011 14,107 $22.98
Buy 6/22/2011 242 $22.89
Sold 6/22/2011 1,407 $22.85
Buy 6/23/2011 530 $22.34
Sold 6/23/2011 529 $22.45
Buy 6/24/2011 137 $22.39
Sold 6/24/2011 1,158 $22.45
Buy 6/27/2011 276 $22.80
Sold 6/27/2011 38,791 $22.74
Sold 6/28/2011 6,317 $23.24
Sold 6/29/2011 257,810 $23.47
Buy 6/30/2011 388 $23.62
Sold 6/30/2011 152,151 $23.58
Buy 7/1/2011 600 $24.00
Sold 7/1/2011 456,269 $23.91
Buy 7/5/2011 1,233 $23.63
Sold 7/5/2011 32,439 $23.66
Buy 7/6/2011 4,317 $23.60
Sold 7/6/2011 251,742 $23.60
Buy 7/7/2011 637 $23.83
Sold 7/7/2011 401,385 $23.83
Buy 7/8/2011 256 $23.46
Sold 7/8/2011 51,604 $23.45
Buy 7/11/2011 811 $23.26
Sold 7/11/2011 2,410 $23.28
Buy 7/12/2011 104 $23.98
Sold 7/12/2011 101,568 $23.91
Buy 7/13/2011 46 $23.86
Sold 7/13/2011 252,769 $23.90
Buy 7/14/2011 565 $23.30
Sold 7/14/2011 131,679 $23.09
Sold 7/15/2011 102,813 $22.93
Buy 7/18/2011 415 $22.66
Sold 7/18/2011 55,206 $22.55
Buy 7/19/2011 85 $22.44
Sold 7/19/2011 178,477 $22.41
Buy 7/20/2011 832 $22.53
Sold 7/20/2011 202,327 $22.43
Buy 7/21/2011 228 $22.63
Sold 7/21/2011 804,167 $22.75
Buy 7/22/2011 257 $22.99
Sold 7/22/2011 678,414 $23.02
Buy 7/25/2011 185 $22.77
Sold 7/25/2011 32,958 $22.79
Buy 7/26/2011 272 $22.59
Sold 7/26/2011 255,752 $22.58
DAVIS SELECTED ADVISERS, L.P.
Schedule 13D Riders
Rider 1A
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to all other
provisions of the Act (however, see the Notes).
Rider 6A
Based upon 159,305,507 shares stated to be outstanding as of January 31,
2011 in the Issuer's Form 10_K filed with the Securities Exchange
Commission on February 25, 2011.