SEC Filing | Sealed Air

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PROSPECTUS SUPPLEMENT NO. 9 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 SEPTEMBER 14, 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 BENEFICIALLY COMMON STOCK TO BE PERCENTAGE OWNED AS OF COMMON STOCK BENEFICIALLY OWNED OF ALL SEPTEMBER 13, OFFERED IN THIS AFTER THIS COMMON NAME 2004 (1) PROSPECTUS (1) OFFERING (1) STOCK (2) ---- -------- -------------- ------------ --------- Auspicis Ltd. 2,428 2,428 -- -- Beamtenversicherungskasse Des Kantons Zurich 68,571 68,571 -- -- Bernische Lehrerversicherungskasse 14,285 14,285 -- -- Gemini Sammelstiftung Zur Forderung Der Personalvorsorge 3,857 3,857 -- -- Huntrise Capital Leveraged Partners, LLC (3) 428 428 -- -- Inflective Convertible Opportunity Fund I, Limited (3) 428 428 -- -- Inflective Convertible Opportunity Fund I, LP (3) 5,714 5,714 -- -- Jefferies Umbrella Fund Global Convertible Bonds 22,857 22,857 -- -- Jefferies Umbrella Fund US Convertible Bonds 2,571 2,571 -- -- Lyxor/Inflective Convertible Opportunity Fund Limited (3) 2,857 2,857 -- -- Pensionkasse Der Antalis AG 999 999 -- -- Pensionkasse Der EMS-Chemie AG 1,285 1,285 -- -- Pensionkasse Der EMS-Dottikon AG 1,714 1,714 -- -- Pensionkasse Der Lonza AG 2,142 2,142 -- -- Pensionkasse Der Rockwell Automation AG 1,142 1,142 -- -- Pensionkasse Pluss-Staufer AG 999 999 -- -- Pensionkasse Vantico 1,857 1,857 -- -- Personalfursorgestiftung Der Gebaudeversicherung Des Kantons Bern 3,285 3,285 -- -- Personalvorsorge Der Pv Promea 3,142 3,142 -- -- Universal Investment Gesellschaft MBH, REF Aventis 29,285 29,285 -- -- TOTAL (4) 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 September 13, 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 September 13, 2004 and assuming all the Notes beneficially owned by such selling stockholder as of September 13, 2004, have been converted. 3. We have been advised that Mr. Thomas J. Ray may be deemed the beneficial owner of these shares by virtue of his voting control and investment discretion. 4. 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.