PROSPECTUS SUPPLEMENT NO. 4 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 APRIL 23, 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
APRIL 22, OFFERED IN THIS THIS ALL COMMON
NAME 2004 (1) PROSPECTUS (1) OFFERING (1) STOCK (2)
---- ------------ --------------- ---------------- -------------
International Truck & Engine Corporation
Retiree Health Benefit Trust (3) 7,357 7,357 -- --
UBS AG London Branch (4) 287,142 287,142 -- --
Vanguard Convertible Securities Fund, Inc. (3) 392,999 392,999 -- --
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 April 22, 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 April 22, 2004 and assuming all the Notes
beneficially owned by such selling stockholder as of April 22, 2004,
have been converted.
3. 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.
4. We have been advised that Messrs. Tom Klein, Pat Cositgan and Charles
Dietz may be deemed the beneficial owners of these shares by virtue
of their voting control and investment discretion.
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.