-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VeD8k3bIXLkb4LY79/32RQgQkhKWYc5lObpxwbCXYckdRPBNpJRi5Icq96PL2Dzj mFz9Jf2dhIxpyBdnzLfy0A== 0000950172-04-000607.txt : 20040310 0000950172-04-000607.hdr.sgml : 20040310 20040310120952 ACCESSION NUMBER: 0000950172-04-000607 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEALED AIR CORP/DE CENTRAL INDEX KEY: 0001012100 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 650654331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-108544 FILM NUMBER: 04659408 BUSINESS ADDRESS: STREET 1: PARK 80 EAST CITY: SADDLE BROOK STATE: NJ ZIP: 07663-5291 BUSINESS PHONE: 2017917600 MAIL ADDRESS: STREET 1: PARK 80 EAST CITY: SADDLE BROOK STATE: NJ ZIP: 07663-5291 FORMER COMPANY: FORMER CONFORMED NAME: WR GRACE & CO/DE DATE OF NAME CHANGE: 19961015 FORMER COMPANY: FORMER CONFORMED NAME: GRACE HOLDING INC DATE OF NAME CHANGE: 19960805 424B3 1 s859410.txt 424B3 PROSPECTUS SUPPLEMENT NO. 2 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 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 MARCH 10, 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 BENEFICIALLY BE BENEFICIALLY OWNED AS OF COMMON STOCK OWNED AFTER PERCENTAGE OF March 9, OFFERED IN THIS THIS ALL COMMON NAME 2004 (1) PROSPECTUS (1) OFFERING (1) STOCK (2) ---- ------------ --------------- ---------------- ------------- Allstate Insurance Company (3) 57,142 57,142 -- -- Allstate Life Insurance Company (3) 78,571 78,571 -- -- Bear, Stearns & Co. Inc. (4) 241,785 241,785 -- -- Chrysler Corporation Master Retirement Trust (5) 114,428 114,428 -- -- Credit Suisse First Boston LLC 71,428 71,428 -- -- Delta Air Lines Master Trust - CV (5) 25,785 25,785 -- -- Delta Pilots Disability & Survivorship Trust - CV (5) 12,571 12,571 -- -- Grace Convertible Arbitrage Fund, LTD (6) 71,428 71,428 -- -- International Truck & Engine Corporation Non-Contributory Retirement Plan Trust (5) 13,642 13,642 -- -- International Truck & Engine Corporation Retirement Plan for Salaried Employees Trust (5) 14,714 14,714 -- -- International Truck & Engine Corporation Retiree Health Benefit Trust (5) 3,928 3,928 -- -- MFS Total Return Fund A Series of Series Trust V 49,999 49,999 -- -- Motion Picture Industry Health Plan - Active (5) 6,142 6,142 -- -- Motion Picture Industry Health Plan - Retiree (5) 4,857 4,857 -- -- OCM Convertible Trust (5) 50,285 50,285 OCM Global Convertible Securities Fund (5) 2,785 2,785 -- -- Quattro Fund Ltd. 59,999 59,999 -- -- Quattro Multistrategy Masterfund L.P. 12,857 12,875 -- -- Qwest Occupational Health Trust (5) 6,214 6,214 -- -- State Employees' Retirement Fund of the State of Delaware (5) 29,428 29,428 -- -- UnumProvident Corporation (5) 9,357 9,357 -- -- Vanguard Convertible Securities Fund, Inc. (5) 340,071 340,071 -- -- White River Securities L.L.C. (4) 241,785 241,785 -- -- Zurich Institutional Benchmarks Management Fund 12,857 12,857 -- -- TOTAL (7) 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 March 9, 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 March 9, 2004 and assuming all the Notes beneficially owned by such selling stockholder as of March 9, 2004, have been converted. 3. We have been advised that these companies are subsidiaries of The Allstate Corporation. 4. We have been advised that Messrs. Yan Erlikh and David Liebowitz may be deemed the beneficial owners of these shares by virtue of their voting control and investment discretion with respect to these shares. 5. 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. 6. We have been advised that Bradford Whitmore and Michael Brailov may be deemed the beneficial owners of these shares by virtue of their voting control of Grace Brothers Management, LLC, which has voting control and investment discretion with respect to these shares. 7. 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. -----END PRIVACY-ENHANCED MESSAGE-----