PROSPECTUS SUPPLEMENT NO. 8 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 AUGUST 17, 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 BE PERCENTAGE
BENEFICIALLY OWNED COMMON STOCK BENEFICIALLY OWNED OF ALL
AS OF OFFERED IN THIS AFTER THIS COMMON
NAME AUGUST 16, 2004 (1) PROSPECTUS (1) OFFERING (1) STOCK (2)
---- ------------------- -------------- ------------ ---------
American Fidelity Assurance Company (3) 7,142 7,142 -- --
Ameritas Life Insurance Co. (3) 24,285 24,285 -- --
BCS Life Insurance Company (3) 8,571 8,571 -- --
Blue Cross Blue Shield of Louisiana (3) 9,285 9,285 -- --
Century National Insurance Company -
Investment Grade (3) 5,714 5,714 -- --
Coda Capital Management, LLC 17,142 17,142 -- --
CODA-KHPE Convertible Portfolio 8,571 8,571 -- --
Founders Insurance Company (3) 1,142 1,142 -- --
FrontPoint Convertible Arbitrage Fund, L.P. 57,142 57,142 -- --
Gartmore Convertible Fund 10,714 10,714 -- --
Hannover Life Reassurance Co. of America (3) 22,857 22,857 -- --
ING Convertible Fund 28,571 28,571 -- --
ING VP Convertible Portfolio 571 571 -- --
James Mellor Trust 714 714 -- --
LW Paxson Convertible Portfolio 1,428 1,428 -- --
Motion Picture Industry Health Plan -
Active (4) 2,499 2,499 -- --
Motion Picture Industry Health Plan -
Retiree (4) 1,928 1,928 -- --
Mutual Protective Insurance Company (3) 12,857 12,857 -- --
NMIC Gartmore/Coda Convertible Portfolio 35,714 35,714 -- --
Richard Mueller 928 928 -- --
San Diego County Employee Retirement
Association (3) 35,714 35,714 -- --
Texas International Life - Citizens (3) 428 428 -- --
Texas International Life - Combined (3) 285 285 -- --
Texas International Life - UTA (3) 1,428 1,428 -- --
Van Eck WW Absolute Return Fund 1,285 1,285 -- --
Zazove Convertible Arbitrage Fund, L.P. (3) 99,999 99,999 -- --
Zazove Hedged Convertible Fund, L.P. (3) 64,285 64,285 -- --
Zazove Income Fund, L.P. (3) 21,428 21,428 -- --
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 August 16, 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 August 16, 2004 and assuming all the Notes
beneficially owned by such selling stockholder as of August 16, 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. 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. 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.