-----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, K18mhtjs5YwxMrS5BrJhb3cXwDkizVVN7Ho47pFtz8tUzj/uESeAHpjCpi2p7Xi4 wWw+UGUXxPNa81fGzhBQXg== 0000849869-02-000005.txt : 20020508 0000849869-02-000005.hdr.sgml : 20020508 ACCESSION NUMBER: 0000849869-02-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020422 ITEM INFORMATION: Other events FILED AS OF DATE: 20020508 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILGAN HOLDINGS INC CENTRAL INDEX KEY: 0000849869 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 061269834 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22117 FILM NUMBER: 02637928 BUSINESS ADDRESS: STREET 1: 4 LANDMARK SQ CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039757110 8-K 1 eightkrefinance.txt 8-K FILING SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) April 22, 2002 ------------------------------ Silgan Holdings Inc. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 000-22117 06-1269834 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4 Landmark Square, Stamford, Connecticut 06901 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (203) 975-7110 --------------------------- N/A - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. On April 22, 2002, the registrant announced that it intended to refinance its existing U.S. senior secured credit facility with the proceeds from a new underwritten $800 million U.S. senior secured credit facility and from an add-on issuance of $200 million principal amount of its 9% Senior Subordinated Debentures due 2009 in a private placement. For additional information concerning this announcement, refer to Exhibit 99.1 attached to this Current Report on Form 8-K. On April 29, 2002, the registrant completed the add-on issuance of $200 million principal amount of its 9% Senior Subordinated Debentures due 2009 in a private placement. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits Exhibit No. Description ----------- ----------- 99.1 Press Release dated April 22, 2002 regarding the refinancing of the registrant's U.S. senior secured credit facility. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. SILGAN HOLDINGS INC. By:/s/ Frank W. Hogan, III ------------------------------- Frank W. Hogan, III Vice President, General Counsel and Secretary Date: May 8, 2002 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Press Release dated April 22, 2002 regarding the refinancing of the registrant's U.S. senior secured credit facility. EX-99.1 3 refinance.txt PRESS RELEASE FOR FORM 8-K Exhibit 99.1 ------------ News For Immediate Release SILGAN HOLDINGS INC. 4 Landmark Square Suite 400 Stamford, CT 06901 Telephone: (203) 975-7110 Fax: (203) 975-7902 Contact: H. Rankin, Jr. (203) 975-7110 SILGAN HOLDINGS ANNOUNCES PROPOSED EARLY REFINANCING OF ITS EXISTING U.S. CREDIT FACILITY TO TAKE ADVANTAGE OF FAVORABLE CREDIT MARKETS STAMFORD, CT, April 22, 2002 -- Silgan Holdings Inc. (NASDAQ:SLGN) today announced that it intends to refinance its existing U.S. senior secured credit facility during the second quarter of 2002 to take advantage of the current favorable credit markets. The Company expects to refinance in full its existing U.S. senior secured credit facility with proceeds from a new U.S. senior secured credit facility and from an issuance of an additional amount of its 9% Senior Subordinated Debentures due 2009. A portion of the term loans and all revolving loans under the Company's existing U.S. senior secured credit facility matures in December 2003. The Company has entered into commitment letters for a new underwritten $800 million U.S. senior secured credit facility with several lenders. The new credit facility will provide the Company with term loans and a revolving loan facility as well as an incremental uncommitted term loan facility of up to $250 million. Loans under the new credit facility are expected to have a maturity of approximately 6 years. The Company anticipates that the covenants under the new credit facility will be generally no more restrictive than the covenants under the Company's existing U.S. senior secured credit facility. Additionally, while the Company considers the (more) SILGAN HOLDINGS INC. Page 2 current credit markets to be favorable, the Company expects that the interest rate margins and fee for the unutilized portion of the revolving loan facility under the new credit facility will be modestly higher than the interest rate margins and fee for the unutilized portion of the revolving loan facility under its existing U.S. senior secured credit facility. The Company expects to complete the new credit facility later in the second quarter of 2002. The Company also intends to offer $200 million of Senior Subordinated Debentures in a private placement. The Debentures will be an add-on issuance under the Company's Indenture for its existing 9% Senior Subordinated Debentures due 2009. The net proceeds of this offering will be used to repay a portion of outstanding revolving loans under the Company's existing U.S. senior secured credit facility. The Debentures being sold by the Company will not be registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Debentures are being offered only to qualified institutional buyers under Rule 144A and outside the United States in compliance with Regulation S under the Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful. * * * Silgan Holdings is a leading North American manufacturer of consumer goods packaging products with annual sales of approximately $1.9 billion in 2001. The Company operates 59 manufacturing facilities in the U.S. and Canada where it is the largest supplier of metal containers for food products and a leading supplier of plastic containers for personal care products. SILGAN HOLDINGS INC. Page 3 Statements included in this press release which are not historical facts are forward looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and the Securities Exchange Act of 1934. Such forward looking statements are made based upon management's expectations and beliefs concerning future events impacting the Company and therefore involve a number of uncertainties and risks, including, but not limited to, those described in the Company's Annual Report on Form 10-K for 2001 and other filings with the Securities and Exchange Commission. As a result, the actual results could differ materially from those expressed or implied in such forward looking statements. * * * -----END PRIVACY-ENHANCED MESSAGE-----