PROSPECTUS SUPPLEMENT NO. 1 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 FEBRUARY 13, 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
February 13, OFFERED IN THIS THIS ALL COMMON
NAME 2004 (1) PROSPECTUS (1) OFFERING (1) STOCK (2)
Allstate Insurance Company (3) 28,571 28,571 -- --
Allstate Life Insurance Company (3) 35,714 35,714 -- --
Citigroup Global Markets Inc. (4) 73,285 73,285 -- --
CNH CA Master Account, L.P. (5) 35,714 35,714 -- --
UBS O'Connor LLC F/B/O O'Connor Global
Convertible Arbitrage Master Limited 557,142 557,142 -- --
TOTAL 6,131,661 6,131,661 -- --
________________
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 February 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 February 13, 2004 and assuming all the Notes
beneficially owned by such selling stockholder as of February 13, 2004,
have been converted.
3. We have been advised that these companies are subsidiaries of The
Allstate Corporation.
4. We have been advised that Citigroup Global Markets Inc. is an indirect
wholly owned subsidiary of Citigroup Inc.
5. We have been advised Messrs. Robert Krail, Mark Mitchell and Todd
Pulvino may be deemed the beneficial owner of these shares by virtue of
their control of CNH Partners LLC, which has voting control and
investment discretion with respect to these shares.