PROSPECTUS SUPPLEMENT NO. 10 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 OCTOBER 13, 2004
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 TO BE PERCENTAGE
BENEFICIALLY OWNED COMMON STOCK BENEFICIALLY OWNED OF ALL
AS OF OFFERED IN THIS AFTER THIS COMMON
NAME OCTOBER 12, 2004 (1) PROSPECTUS (1) OFFERING (1) STOCK (2)
---- -------------------- -------------- ------------ ---------
American Community Mutual Ins. Co. 1,714 1,714 -- --
Bear, Stearns & Co. Inc. 291,785 291,785 -- --
Chrysler Corporation Master Retirement
Trust (3) 96,785 96,785 -- --
Coda Capital ND Portfolio 4,285 4,285 -- --
Deephaven Domestic Convertible Trading
Ltd. 199,642 199,642 -- --
Delta Air Lines Master Trust - CV (3) 22,357 22,357 -- --
Delta Pilots Disability & Survivorship
Trust - CV (3) 10,285 10,285 -- --
F.M. Kirby Foundation, Inc. (3) 16,428 16,428 -- --
Injured Workers Insurance Fund of
Maryland 21,428 21,428 -- --
International Truck & Engine
Corporation Non-Contributory
Retirement Plan Trust (3) 11,428 11,428 -- --
International Truck & Engine
Corporation Retiree Health Benefit
Trust (3) 5,642 5,642 -- --
International Truck & Engine
Corporation Retirment Plan for
Salaried Employees Trust (3) 12,428 12,428 -- --
Microsoft Corporation (3) 29,357 29,357 -- --
Midwest Medical Insurance Company (4) 4,999 4,999 -- --
Motion Picture Industry Health Plan -
Active (3) 1,642 1,642 -- --
Motion Picture Industry Health Plan -
Retiree (3) 785 785 -- --
OCM Convertible Trust (3) 32,357 32,357 -- --
OCM Global Convertible Securities
Fund (3) 2,071 2,071 -- --
Partner Reinsurance Company Ltd. (3) 9,928 9,928 -- --
Qwest Occupational Health Trust (3) 3,428 3,428 -- --
Sphinx Convertible Arbitrage Fund SPC 7,499 7,499 -- --
State Employees' Retirement Fund of
the State of Delaware (3) 19,071 19,071 -- --
Travelers Indemnity Company -
Commercial Lines (3) 4,428 4,428 -- --
Travelers Indemnity Company - Personal
Lines (3) 2,857 2,857 -- --
UnumProvident Corporation (3) 8,785 8,785 -- --
Vanguard Convertible Securities Fund,
Inc. (3) 371,428 371,428 -- --
White River Securities L.L.C 291,785 291,785 -- --
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 October 12, 2004, 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 October 12, 2004 and assuming all the Notes beneficially owned by such selling
stockholder as of October 12, 2004, have been converted.
3. We have been advised that Mr. Lawrence Keele may be deemed the beneficial owner of these shares by virtue
of his voting control and investment discretion.
4. We have been advised that Mr. Gene T. Pretti may be deemed the beneficial owner of these shares by virtue
of his voting control of Zazove Associates, LLC, which has voting control and investment discretion with
respect to these shares.
5. 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.