-----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, OLVqrcPJinKKhqSUzG4rg5e4/pNSdh8ORPVuO1LVq2WX9TeZUbBqAb+l3k8PB7el gW36oiZFV08iRaVtqCKrpw== 0000849869-05-000031.txt : 20050611 0000849869-05-000031.hdr.sgml : 20050611 20050531163723 ACCESSION NUMBER: 0000849869-05-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050526 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050531 DATE AS OF CHANGE: 20050531 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: 05867791 BUSINESS ADDRESS: STREET 1: 4 LANDMARK SQ CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039757110 8-K 1 eightkrefinancing505.txt UNITED STATES 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): May 26, 2005 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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Section 7 - Regulation FD Item 7.01. Regulation FD Disclosure. On May 26, 2005, the Registrant issued a press release announcing the proposed refinancing of its current senior secured credit facility with a new credit facility. A copy of this press release is furnished herewith and attached hereto as Exhibit 99.1. Section 9 - Financial Statements and Exhibits Item 9.01. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description ---------- ----------- 99.1 Press Release dated May 26, 2005 regarding the proposed refinancing of the Registrant's senior secured credit facility. 2 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 Senior Vice President, General Counsel and Secretary Date: May 31, 2005 3 INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Press Release dated May 26, 2005 regarding the proposed refinancing of the Registrant's senior secured credit facility. 4 EX-99.1 2 prrefinance505.txt PRESS RELEASE 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: Robert B. Lewis (203) 406-3160 SILGAN HOLDINGS ANNOUNCES PROPOSED EARLY REFINANCING OF ITS EXISTING U.S. CREDIT FACILITY STAMFORD, CT, May 26, 2005 -- Silgan Holdings Inc. (Nasdaq:SLGN), a leading supplier of consumer goods packaging products, announced today that it has entered into a commitment letter for a proposed new credit facility to take advantage of the current favorable credit markets and refinance its existing senior secured credit facility. Under the commitment letter, Deutsche Bank Securities Inc. and Banc of America Securities LLC will arrange a syndicate of lenders for the new credit facility. The Company expects to complete the new credit facility in the second or third quarter of 2005. It is the Company's intention to secure lower interest rate margins under this new credit facility based on its strengthening credit statistics and favorable market conditions. In addition to extending the maturities and amortization periods of its bank debt, the Company also expects that the new credit facility will provide the Company with more flexibility with regard to covenants. (more) SILGAN HOLDINGS May 26, 2005 Page 2 If the new credit facility is completed, the Company expects to record a non-cash pre-tax charge of approximately $11 million for a loss on early extinguishment of debt for the write-off of unamortized debt issuance costs which would directly reduce its full year earnings estimate. * * * Silgan Holdings is a leading North American manufacturer of consumer goods packaging products with annual net sales of $2.4 billion in 2004. Silgan operates 61 manufacturing facilities in the U.S. and Canada. In North America, the Company is the largest supplier of metal containers for food products and a leading supplier of plastic containers for personal care products and of metal and plastic closures for food and beverage products. 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 2004 and other filings with the Securities and Exchange Commission. Therefore, the actual results of operations or financial condition of the Company could differ materially from those expressed or implied in such forward-looking statements. * * * -----END PRIVACY-ENHANCED MESSAGE-----