PROSPECTUS SUPPLEMENT NO. 12 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 DECEMBER 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
BENEFICIALLY OWNED COMMON STOCK TO BE
AS OF COMMON STOCK BENEFICIALLY OWNED PERCENTAGE OF
DECEMBER 10, OFFERED IN THIS AFTER THIS ALL COMMON
NAME 2004 (1) PROSPECTUS (1) OFFERING (1) STOCK (2)
---- -------- -------------- ------------ ---------
American Community Mutual Ins. Co. 2,428 2,428 -- --
American Fidelity Assurance Company 11,428 11,428 -- --
Catholic Family Life Insurance Co. 6,428 6,428 -- --
Catholic Mutual Relief Society Retirement Plan
and Trust (3) 6,714 6,714 -- --
Century National Ins. Co. Investment Grade 22,857 22,857 -- --
Educators Mutual Life Ins. Co. 3,714 3,714 -- --
Employee's Retirement of N.O. Sewerage and
Water Board (3) 10,285 10,285 -- --
Field Holdings Inc. (3) 1,142 1,142 -- --
First Mercury Ins. Co. 7,857 7,857 -- --
Grange Mutual Casualty Ins. Co. 4,285 4,285 -- --
Lincoln Heritage Life Ins. Co. 2,142 2,142 -- --
Loyal Christian Benefit Association 3,428 3,428 -- --
Lyxor/Inflective Convertible Opportunity Fund
Limited (4) 11,428 11,428 -- --
Medico Life Insurance Co. 11,428 11,428 -- --
Medmarc Insurance Company (3) 8,571 8,571 -- --
Microsoft Corporation (5) 22,214 22,214 -- --
Mid America Life Ins. Co. 1,142 1,142 -- --
Midwest Medical Insurance Company (3) 7,142 7,142 -- --
National Grange Mutual Insurance Co. 15,714 15,714 -- --
NCMIC 5,714 5,714 -- --
OCM Convertible Trust (5) 18,071 18,071 -- --
Physicians Life Insurance Co. 19,999 19,999 -- --
Premera Blue Cross 29,999 29,999 -- --
Transguard Ins. Co. of America 11,428 11,428 -- --
United National Insurance Company (3) 12,857 12,857 -- --
TOTAL (6) 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 December 10, 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 December 10, 2004 and assuming all the Notes beneficially owned by such selling stockholder as of December 10,
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. Thomas J. Ray may be deemed the beneficial owner of these shares by virtue of his
voting control of Inflective Asset Management, LLC, which has voting control and investment discretion with respect
to these shares.
5. We have been advised that Mr. Lawrence Keele may be deemed the beneficial owner of these shares by virtue of his
voting control of Oaktree Capital Management, LLC, which has voting control and investment discretion with respect
to these shares.
6. 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.