PROSPECTUS SUPPLEMENT NO. 21 Filed Pursuant to Rule 424(b)(3)
(To Prospectus dated January 23, 2004) Registration Statement No. 333-108544
SEALED AIR CORPORATION
6,160,708 SHARES OF COMMON STOCK
This prospectus supplement relates to the offer and sale from time to
time of up to 6,160,708 shares of common stock, $0.10 par value per share, of
Sealed Air Corporation, a Delaware corporation, by the selling stockholders
named in the prospectus dated January 23, 2004, as supplemented, and in this
prospectus supplement. This prospectus supplement may only be delivered or used
in connection with our prospectus dated January 23, 2004. Our common stock is
traded on the New York Stock Exchange under the symbol "SEE."
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
PROSPECTUS SUPPLEMENT DATED JULY 20, 2005
The information appearing in the following table supplements or
supersedes in part the information in the table under the caption "Selling
Stockholders," beginning on page 9 in our prospectus and was provided by or on
behalf of the selling stockholders.
COMMON STOCK COMMON STOCK COMMON STOCK TO
BENEFICIALLY OWNED OFFERED IN BE BENEFICIALLY PERCENTAGE OF
AS OF THIS OWNED AFTER THIS ALL COMMON
NAME JULY 19, 2005 (1) PROSPECTUS (1) OFFERING (1) STOCK (2)
---- ----------------- -------------- ------------ ---------
Acacia Life Insurance Company 6,571 6,571 -- --
ACIG Insurance Company (3) 14,285 14,285 -- --
Amerisure Mutual Insurance Company (3) 28,999 28,999 -- --
Blue Cross Blue Shield of Arizona 2,999 2,999 -- --
Blue Cross Blue Shield of Louisiana (3) 12,857 12,857 -- --
Blue Cross Blue Shield of Mississippi 5,857 5,857 -- --
Catholic Mutual Relief Society of America (3) 14,285 14,285 -- --
Cumberland Mutual Fire Ins. Co. 17,142 17,142
Excellus Health Plan (3) 75,714 75,714 -- --
Federated Rural Electric Insurance Exchange (3) 13,571 13,571 -- --
First Mercury Insurance Company 9,999 9,999 -- --
Founders Insurance Company (3) 2,171 2,171 -- --
Growing Oak, L.P. (Koch) 9,285 9,285 -- --
Inner Harbor Corporation (3) 12,857 12,857 -- --
Integrity Mutual Insurance Company 3,428 3,428 -- --
NCMIC 19,999 19,999 -- --
Physicians Mutual Insurance Company 16,428 16,428 -- --
The Doctor's Company (3) 37,142 37,142 -- --
Virginia Retirement System 128,571 128,571 -- --
TOTAL (4) 6,160,708 6,160,708 -- --
________________
1. For each selling stockholder, this number represents the number of
shares of common stock that would be beneficially owned by such
selling stockholder after the conversion of the Notes beneficially
owned by such selling stockholder as of July 19, 2005, assumes that
the selling stockholders will sell all shares of common stock offered
by them under this prospectus, and further assumes that all of the
Notes have been converted.
2. For each selling stockholder, this number represents the percentage of
common stock that would be owned by such selling stockholder after
completion of the offering, based on the number of shares of common
stock outstanding as of July 19, 2005 and assuming all the Notes
beneficially owned by such selling stockholder as of July 19, 2005,
have been converted.
3. We have been advised that Mr. Gene T. Pretti may be deemed the
beneficial owner of these shares by virtue of his voting control and
investment discretion.
4. Assumes conversion of 100% of the outstanding Notes (without giving
effect to any capital adjustments). We note that the aggregate number
of shares of common stock requested to be registered by the selling
stockholders is greater than the total number of shares initially
issuable upon conversion of 100% of the outstanding Notes. This may be
due in part to sales or other transfers of Notes among the selling
stockholders in which the person acquiring the Notes submits a request
to register shares of common stock which were previously registered by
the person who sold the Notes.