-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PP5nieZThWbbGc1CFv5IKTY5S7Fv20lJdNd/+pJi525X/t14XB4kgbtwXb/gVQDa xi+Urszjw1ncssujVU4nBw== 0000950172-05-002033.txt : 20050629 0000950172-05-002033.hdr.sgml : 20050629 20050629165301 ACCESSION NUMBER: 0000950172-05-002033 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050629 DATE AS OF CHANGE: 20050629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEALED AIR CORP/DE CENTRAL INDEX KEY: 0001012100 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 650654331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-108544 FILM NUMBER: 05925424 BUSINESS ADDRESS: STREET 1: PARK 80 EAST CITY: SADDLE BROOK STATE: NJ ZIP: 07663-5291 BUSINESS PHONE: 2017917600 MAIL ADDRESS: STREET 1: PARK 80 EAST CITY: SADDLE BROOK STATE: NJ ZIP: 07663-5291 FORMER COMPANY: FORMER CONFORMED NAME: WR GRACE & CO/DE DATE OF NAME CHANGE: 19961015 FORMER COMPANY: FORMER CONFORMED NAME: GRACE HOLDING INC DATE OF NAME CHANGE: 19960805 424B3 1 nyc516975.txt PROSPECTUS SUPPLEMENT NO. 20 PROSPECTUS SUPPLEMENT NO. 20 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 JUNE 29, 2005 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 TO BE COMMON STOCK COMMON STOCK BENEFICIALLY OWNED PERCENTAGE OF BENEFICIALLY OWNED AS OF OFFERED IN THIS AFTER THIS ALL COMMON NAME JUNE 28, 2005 (1) PROSPECTUS (1) OFFERING (1) STOCK (2) ---- ----------------- -------------- ------------ --------- Amerisure Mutual Insurance Co. (3) 5,999 5,999 -- -- Chrysler Corporation Master Retirement Trust (4) 30,071 30,071 -- -- Delta Air Lines Master Trust - CV (4) 6,928 6,928 -- -- Delta Pilots Disability & Survivorship Trust - CV (4) 3,214 3,214 -- -- F.M. Kirby Foundation, Inc. (4) 5,071 5,071 -- -- ING Equity Income Fund (5) 29,571 29,571 -- -- Innovest Finanzdienslte (3) 23,071 23,071 -- -- International Truck & Engine Corporation Non-Contributory Retirement Plan Trust (4) 3,571 3,571 -- -- International Truck & Engine Corporation Retiree Health Benefit Trust (4) 1,714 1,714 -- -- International Truck & Engine Corporation Retirement Plan for Salaried Employees Trust (4) 3,857 3,857 -- -- Nicholas Applegate Capital Management U.S. Investment Grade Convert (3) 214 214 -- -- OCM Convertible Trust (4) 2,999 2,999 -- -- Qwest Occupational Health Trust (4) 714 714 -- -- Qwest Occupational Health Trust (6) 9,999 9,999 -- -- Qwest Pension Trust (6) 54,285 54,285 -- -- San Francisco Employees' Retirement System (6) 57,142 57,142 -- -- State Employees' Retirement Fund of the State of Delaware (4) 4,714 4,714 -- -- The Doctor's Company (6) 29,999 29,999 -- -- Travelers Indemnity Company - Commercial Lines (4) 21,714 21,714 -- -- UIF Equity Income Fund (5) 8,157 8,157 -- -- UnumProvident Corporation (4) 1,857 1,857 -- -- US Allianz Equity Income Fund (5) 5,099 5,099 -- -- Van Kampen Equity and Income Fund (5) 365,028 365,028 -- -- Vanguard Convertible Securities Fund, Inc. (4) 132,857 132,857 -- -- Virginia Retirement System (6) 109,999 109,999 -- -- 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 June 28, 2005, 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 June 28, 2005 and assuming all the Notes beneficially owned by such selling stockholder as of June 28, 2005, have been converted. 3. We have been advised that Mr. Horacio Valeiras may be deemed the beneficial owner of these shares by virtue of his voting control and investment discretion. 4. 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. 5. We have been advised that Van Kampen Asset Management may be deemed the beneficial owner of these shares by virtue of its voting control and investment discretion. 6. We have been advised that Mr. Gene T. Pretti may be deemed the beneficial owner of these shares by virtue of his voting control and investment discretion. 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. -----END PRIVACY-ENHANCED MESSAGE-----