PROSPECTUS SUPPLEMENT NO. 13 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 JANUARY 6, 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 TO BE
BENEFICIALLY COMMON STOCK BENEFICIALLY OWNED PERCENTAGE OF
OWNED AS OF OFFERED IN THIS AFTER THIS ALL COMMON
NAME JANUARY 5, 2005 (1) PROSPECTUS (1) OFFERING (1) STOCK (2)
---- ------------------- -------------- ------------ ---------
Chrysler Corporation Master Retirement
Trust (3) 44,928 44,928 -- --
Delta Air Lines Master Trust - CV (3) 10,357 10,357 -- --
Delta Pilots Disability & Survivorship
Trust - CV (3) 4,785 4,785 -- --
F.M. Kirby Foundation, Inc. (3) 7,571 7,571 -- --
International Truck & Engine Corporation
Non-Contributory Retirement Plan Trust (3) 5,285 5,285 -- --
International Truck & Engine Corporation
Retiree Health Benefit Trust (3) 2,642 2,642 -- --
International Truck & Engine Corporation
Retirement Plan for Salaried Employees
Trust (3) 5,785 5,785 -- --
Microsoft Corporation (3) 9,714 9,714 -- --
Motion Picture Industry Health Plan -
Active (3) 785 785 -- --
Motion Picture Industry Health Plan -
Retiree (3) 357 357 -- --
OCM Convertible Trust (3) 8,357 8,357 -- --
Oppenheimer Convertible Securities Fund (4) 78,571 78,571 -- --
Partner Reinsurance Company Ltd. (3) 3,428 3,428 -- --
Qwest Occupational Health Trust (3) 1,571 1,571 -- --
State Employees' Retirement Fund of the
State of Delaware (3) 8,928 8,928 -- --
UBS O'Connor LLC f/b/o O'Connor Global
Convertible Arbitrage Master Ltd. 782,142 782,142 -- --
UnumProvident Corporation (3) 4,071 4,071 -- --
Vanguard Convertible Securities Fund,
Inc. (3) 269,285 269,285 -- --
TOTAL (5) 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 January 5, 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 January 5, 2005 and assuming all the Notes
beneficially owned by such selling stockholder as of January 5, 2005,
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 of
Oaktree Capital Management, LLC, which has voting control and
investment discretion with respect to these shares.
4. We have been advised that Mr. Ted Everett may be deemed the
beneficial owner of these shares by virtue of his voting control and
investment discretion.
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.