PROSPECTUS SUPPLEMENT NO. 3 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 APRIL 1, 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 31, OFFERED IN THIS THIS ALL COMMON
NAME 2004 (1) PROSPECTUS (1) OFFERING (1) STOCK (2)
---- --------- -------------- ------------ ---------
Attorney's Title Insurance Fund (3) 1,785 1,785 -- --
Chrysler Corporation Master Retirement
Trust(4) 125,785 125,785 -- --
Delta Air Lines Master Trust - CV (4) 25,785 25,785 -- --
Delta Pilots Disability & Survivorship Trust
- CV (4) 12,571 12,571 -- --
Herca Select Fund (5) 14,285 14,285 -- --
Highbridge International LLC (6) 257,142 257,142 -- --
HSBC Trustee, Zola Managed Trust 12,857 12,857 -- --
International Truck & Engine Corporation
Non-Contributory Retirement Plan Trust (4) 14,999 14,999 -- --
International Truck & Engine Corporation
Retirement Plan for Salaried Employees
Trust(4) 16,214 16,214 -- --
Lyxor/Zola Fund, Ltd. 37,142 37,142 -- --
Motion Picture Industry Health Plan -
Active(4) 6,142 6,142 -- --
Motion Picture Industry Health Plan -
Retiree (4) 4,857 4,857 -- --
OCM Convertible Trust (4) 50,285 50,285
Qwest Occupational Health Trust (4) 7,071 7,071 -- --
S.A.C. Capital Associates, LLC (7) 57,142 57,142 -- --
Sage Capital Management, LLC (8) 69,999 69,999 -- --
San Diego County Employee Retirement
Association (5) 21,428 21,428 -- --
Southern Farm Bureau Life Insurance (3) 11,785 11,785 -- --
State Employees' Retirement Fund of the State
of Delaware (4) 29,428 29,428 -- --
State of Florida Division of Treasury (3) 22,142 22,142 -- --
UnumProvident Corporation (4) 9,357 9,357 -- --
Vanguard Convertible Securities Fund, Inc. (4) 389,285 389,285 -- --
Xavex Convertible Arbitrage I Fund. 3,571 3,571 -- --
Zazove Convertible Arbitrage Fund, L.P. (5) 85,714 85,714 -- --
Zazove Hedged Convertible Fund, L.P. (5) 57,142 57,142 -- --
Zazove Income Fund, L.P. (5) 28,571 28,571 -- --
Zola Partners, L.P. (9) 35,714 35,714 -- --
Zurich Institutional Benchmarks Master Fund
Ltd. (5) 35,714 35,714 -- --
TOTAL (10) 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 31, 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 31, 2004 and assuming all the Notes
beneficially owned by such selling stockholder as of March 31, 2004,
have been converted.
3. We have been advised that Ms. Ann Houlihan may be deemed the
beneficial owner of these shares by virtue of her voting control and
investment discretion.
4. 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.
5. 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.
6. We have been advised that Messrs. Glenn Dubin and Henry Swieca may be
deemed the beneficial owners of these shares by virtue of their
voting control of Highbridge Capital Management, which has voting
control and investment discretion with respect to these shares.
7. We have been advised that Mr. Steven A. Cohen may be deemed the
beneficial owner of these shares by virtue of his voting control of
both S.A.C. Capital Advisors, LLC and S.A.C. Capital Management, LLC,
which share all voting control and investment discretion with respect
to these shares.
8. We have been advised that Mr. Peter deLisser may be deemed the
beneficial owner of these shares by virtue of his voting control of
Sage Capital Management, LLC, which has voting control and investment
discretion with respect to these shares.
9. We have been advised that Mr. Mark Zola may be deemed the beneficial
owner of these shares by virtue of his voting control of Zola Capital
Management, LLC, which has voting control and investment discretion
with respect to these shares.
10. 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.