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.