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PROSPECTUS SUPPLEMENT NO. 11 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 NOVEMBER 12, 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 OWNED COMMON STOCK TO BE PERCENTAGE
AS OF COMMON STOCK BENEFICIALLY OWNED OF ALL
NOVEMBER 11, OFFERED IN THIS AFTER THIS COMMON
NAME 2004 (1) PROSPECTUS (1) OFFERING (1) STOCK (2)
---- ----------------- --------------- --------------- ----------
Ceres/Continental General Insurance
Company (3) 9,285 9,285 -- --
First Mercury Insurance Company 7,857 7,857 -- --
Midwest Medical Insurance Company (3) 7,142 7,142 -- --
National Grange Mutual Insurance
Company 7,857 7,857 -- --
Radian Guarantee Inc. (3) 12,857 12,857 -- --
Transguard Insurance Company of America 11,428 11,428 -- --
UBS O'Connor LLC f/b/o O'Connor Global
Convertible Arbitrage Master Ltd. 746,427 746,427 -- --
Virginia Retirement System 18,571 18,571 -- --
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 November 11, 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 November 11, 2004 and assuming all the Notes
beneficially owned by such selling stockholder as of November 11,
2004, 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. 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.
2