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.