PROSPECTUS SUPPLEMENT NO. 14 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 27, 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 26, 2005 (1) PROSPECTUS (1) OFFERING (1) STOCK (2)
---- -------------------- --------------- -------------------- ------------
Acacia Life Insurance Company 5,571 5,571 -- --
ACIG Insurance Company (3) 5,857 5,857 -- --
Advantage Convertible Securities Fund (3) 6,428 6,428 -- --
Alcon (401)K Retirement Plan (3) 21,428 21,428 -- --
American Community Mutual Insurance Company 2,428 2,428 -- --
American Fidelity Assurance Company 12,142 12,142 -- --
American Founders Life Insurance Company (3) 8,571 8,571 -- --
Amerisure Mutual Insurance Company (3) 25,642 25,642 -- --
BCS Life Insurance Company (3) 8,857 8,857 -- --
BTOP Multi-Strategy Master Portfolio Ltd. 107,142 107,142 -- --
California State Auto Association (3) 56,428 56,428 -- --
Catholic Family Life Insurance Company 6,857 6,857 -- --
Catholic Mutual Relief Society of America 5,714 5,714 -- --
Catholic Relief Insurance Company of
America (3) 11,428 11,428 -- --
Century National Insurance Company
Investment Grade (3) 23,571 23,571 -- --
Chrysler Insurance Company 22,857 22,857 -- --
CSA Fraternal Life Ins. Co. 714 714 -- --
Cumberland Insurance Company 1,428 1,428 -- --
Cumberland Mutual Fire Ins. Co. 11,428 11,428 -- --
Employees Retirement of N.O. Sewerage &
Water Board (3) 10,714 10,714 -- --
Federated Rural Electric Insurance Exchange (3) 8,571 8,571 -- --
Founders Insurance Company (3) 1,528 1,528 -- --
Grange Mutual Casualty Insurance Company 5,428 5,428 -- --
Growing Oak, L.P. 4,999 4,999 -- --
Indiana Lumbermens Mutual Insurance Company
(3) 8,571 8,571 -- --
Inner Harbor Corporation (3) 7,142 7,142 -- --
Institutional Benchmarks Master Fund Ltd.
(3) 35,714 35,714 -- --
Integrity Mutual Insurance Company 2,714 2,714 -- --
Koch Industries Inc. Master Pension Trust
(3) 7,428 7,428 -- --
Loyal Christian Benefit Association 3,571 3,571 -- --
Medico Life Insurance Company 12,142 12,142 -- --
Medmarc Insurance Company (3) 8,999 8,999 -- --
MFS Total Return Fund A Series of Series
Trust V 49,999 49,999 -- --
Mutual Protective Insurance Company (3) 13,571 13,571 -- --
NCMIC 7,857 7,857 -- --
New Era Life Insurance Company 4,999 4,999 -- --
Pennington Biomedical Research Foundation
(3) 1,142 1,142 -- --
Physicians Life Insurance Company 20,714 20,714 -- --
Physicians Mutual Insurance Company 5,714 5,714 -- --
Premera Blue Cross 51,428 51,428 -- --
San Francisco Employee's Retirement System
(3) 36,428 36,428 -- --
Scor Life Re 10,428 10,428 -- --
Stonebridge Life Insurance 7,142 7,142 -- --
The Doctors Company (3) 14,285 14,285 -- --
Transamerica Insurance Co. of Iowa 7,142 7,142 -- --
Transamerica Life Insurance and Annuities
Corp. 107,142 107,142 -- --
United National Insurance Company (3) 13,571 13,571 -- --
Vanguard Convertible Securities Fund, Inc. (4) 226,428 226,428 -- --
Virginia Retirement System 29,999 29,999 -- --
World Insurance 4,285 4,285 -- --
Zazove Hedged Convertible Fund L.P (3). 64,285 64,285 -- --
Zazove Income Fund L.P. (3) 21,428 21,428 -- --
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 26, 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 26, 2005 and assuming all the Notes
beneficially owned by such selling stockholder as of January 26,
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 of
Zazove Associates, LLC, which has voting control and investment
discretion with respect to these shares.
4. 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.
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.