-----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, Kp7gyBhoUHjrl0rCqCyyTa3dXsbLTkbizw8222HlKzBw/NWL0hTwKHZ9Oyw/aN1O 2Q/IGY61nPVfRyN1oOyJ/Q== 0000849869-08-000003.txt : 20080207 0000849869-08-000003.hdr.sgml : 20080207 20080207161704 ACCESSION NUMBER: 0000849869-08-000003 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080207 DATE AS OF CHANGE: 20080207 GROUP MEMBERS: D. GREG HORRIGAN GROUP MEMBERS: R. PHILIP SILVER SUBJECT COMPANY: 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: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-53165 FILM NUMBER: 08585420 BUSINESS ADDRESS: STREET 1: 4 LANDMARK SQ CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2039757110 MAIL ADDRESS: STREET 1: 4 LANDMARK SQUARE STREET 2: SUITE 400 CITY: STAMFORD STATE: CT ZIP: 06901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SILVER & HORRIGAN GROUP CENTRAL INDEX KEY: 0001167181 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 4 LANDMARK SQUARE STREET 2: SUITE 400 CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 203-975-7110 MAIL ADDRESS: STREET 1: 4 LANDMARK SQUARE STREET 2: SUITE 400 CITY: STAMFORD STATE: CT ZIP: 06901 SC 13G 1 thirteeng07.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------- SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (Amendment No. 5)* Silgan Holdings Inc. -------------------- (Name of Issuer) Common Stock, $0.01 Par Value ------------------------------ (Title of Class of Securities) 827048 10 9 -------------- (CUSIP Number) December 31, 2007 ----------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [_] Rule 13d-1(b) [_] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NO. 827048 10 9 13G Page 2 of 8 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons R. Philip Silver - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 5. Sole Voting Power 5,593,462 ----------------------------------------------------- Number of Shares 6. Shared Voting Power 1,123,539 Beneficially Owned by ----------------------------------------------------- Each Reporting 7. Sole Dispositive Power 5,593,462 Person With ----------------------------------------------------- 8. Shared Dispositive Power 1,123,539 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 6,717,001 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row 9 [ ] Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row 9 17.8% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- CUSIP NO. 827048 10 9 13G Page 3 of 8 - -------------------------------------------------------------------------------- 1. Names of Reporting Persons D. Greg Horrigan - -------------------------------------------------------------------------------- 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC Use Only - -------------------------------------------------------------------------------- 4. Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- 5. Sole Voting Power 5,484,669 ----------------------------------------------------- Number of Shares 6. Shared Voting Power 68,000 Beneficially Owned by ----------------------------------------------------- Each Reporting 7. Sole Dispositive Power 5,484,669 Person With ----------------------------------------------------- 8. Shared Dispositive Power 68,000 - -------------------------------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 5,552,669 - -------------------------------------------------------------------------------- 10. Check if the Aggregate Amount in Row 9 [ ] Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 11. Percent of Class Represented by Amount in Row 9 14.7% - -------------------------------------------------------------------------------- 12. Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- Item 1(a) Name of Issuer: Silgan Holdings Inc. -------------- Item 1(b) Address of Issuer's Principal Executive Offices: 4 Landmark Square ----------------------------------------------- Suite 400 Stamford, CT 06901 Item 2(a) Name of Person Filing: --------------------- This statement is filed on behalf of the persons identified below. In accordance with Rule 13d-1(k)(1) under the Act, each person filing this statement acknowledges that he is responsible for the completeness and accuracy of the information concerning him but is not responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless he knows or has reason to believe that such information is inaccurate. R. Philip Silver D. Greg Horrigan Item 2(b) Address of Principal Business Office or, if none, Residence: ----------------------------------------------------------- The business address of R. Philip Silver is 4 Landmark Square, Suite 400, Stamford, Connecticut 06901. The business address of D. Greg Horrigan is 4 Landmark Square, Suite 400, Stamford, Connecticut 06901. Item 2(c) Citizenship: Each of the persons filing this statement is a United ----------- States citizen. Item 2(d) Title of Class of Securities: Common Stock ----------------------------- Item 2(e) CUSIP Number: 827048 10 9 ------------ Item 3. If this statement is filed pursuant to section 240.13d-1(b) or ----------------------------------------------------------------- 240.13d-2(b) or (c), check whether the person filing is a: ----------------------------------------------------------------- (a) [ ] Broker or dealer registered under Section 15 of the Act (b) [ ] Bank as defined in Section 3(a)(6) of the Act (c) [ ] Insurance company as defined in Section 3(a)(19) of the Act (d) [ ] Investment company registered under Section 8 of the Investment Company Act of 1940 (e) [ ] An investment adviser in accordance with section 240.13d-1(b) (1)(ii)(E) Page 4 of 8 (f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F) (g) [ ] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G) (h) [ ] A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J) Not applicable. Item 4. Ownership. --------- (a) Amount beneficially owned: As of December 31, 2007, Mr. Silver may be deemed to be the beneficial owner of 6,717,001 shares of Common Stock. This amount consists of (i) 5,285,066 shares of Common Stock owned directly by Mr. Silver over which he has sole voting and dispositive power; (ii) 1,123,539 shares of Common Stock owned by the Robert Philip Silver 2002 GRAT Article III Trust for Benefit of Spouse and Descendants (of which Mr. Silver's spouse is a co-trustee), over which Mr. Silver may be deemed to have shared voting and dispositive power; and (iii) 308,396 shares of Common Stock owned by the Silver Family Limited Partnership of which Mr. Silver is the sole general partner with sole voting and dispositive power. This amount excludes 857 shares of Common Stock issuable for 857 restricted stock units granted to Mr. Silver under the Silgan Holdings Inc. 2004 Stock Incentive Plan, as amended, which restricted stock units vest on June 1, 2008 but for which Mr. Silver has deferred receipt of such shares until June 1, 2018. As of December 31, 2007, Mr. Horrigan may be deemed to be the beneficial owner of 5,552,669 shares of Common Stock. This amount consists of (i) 5,176,273 shares of Common Stock owned directly by Mr. Horrigan over which he has sole voting and dispositive power; (ii) 68,000 shares of Common Stock owned by Futures Foundation of which Mr. Horrigan and his spouse are the trustees with shared voting and dispositive power; and (iii) 308,396 shares of Common Stock owned by the Horrigan Family Limited Partnership of which Mr. Horrigan is the sole general partner with sole voting and dispositive power. This amount excludes 857 shares of Common Stock issuable for 857 restricted stock units granted to Mr. Horrigan under the Silgan Holdings Inc. 2004 Stock Incentive Plan, as amended, which restricted stock units vest on June 1, 2008 but for which Mr. Horrigan has deferred receipt of such shares until June 1, 2018. Page 5 of 8 (b) Percent of class: According to the Issuer's most recent Quarterly Report on Form 10-Q, the number of shares outstanding of the Issuer's Common Stock as of October 31, 2007 was 37,726,515. The shares of Common Stock which Mr. Silver may be deemed to beneficially own as of December 31, 2007 constitute approximately 17.8% of such total number of shares of Common Stock outstanding. The shares of Common Stock which Mr. Horrigan may be deemed to beneficially own as of December 31, 2007 constitute approximately 14.7% of such total number of shares of Common Stock outstanding. (c) Number of shares as to which the person has: Mr. Silver ---------- (i) Sole power to vote or to direct the vote: 5,593,462 (ii) Shared power to vote or to direct the vote: 1,123,539 (iii) Sole power to dispose or to direct the disposition of: 5,593,462 (iv) Shared power to dispose or to direct the disposition of: 1,123,539 Mr. Horrigan ------------ (i) Sole power to vote or to direct the vote: 5,484,669 (ii) Shared power to vote or to direct the vote: 68,000 (iii) Sole power to dispose or to direct the disposition of: 5,484,669 (iv) Shared power to dispose or to direct the disposition of: 68,000 Item 5. Ownership of Five Percent or Less of a Class. -------------------------------------------- If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [ ] Item 6. Ownership of More than Five Percent on Behalf of Another Person. --------------------------------------------------------------- Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired ------------------------------------------------------------------ the Security Being Reported on by the Parent Holding Company or ------------------------------------------------------------------ Control Person. ------------------------------------------------------------------ Not applicable. Item 8. Identification and Classification of Members of the Group. --------------------------------------------------------- Not applicable. Item 9. Notice of Dissolution of Group. ------------------------------ Not applicable. Item 10. Certification. ------------- Not applicable. Page 6 of 8 Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 7th, 2008 /s/ R. Philip Silver ------------------------ R. Philip Silver /s/ D. Greg Horrigan ------------------------ D. Greg Horrigan Page 7 of 8 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of this Amendment No. 5 to Schedule 13G with respect to the common stock, $.01 par value, of Silgan Holdings Inc. This Joint Filing Agreement shall be included as an exhibit to such Amendment No. 5 to Schedule 13G. IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 7th day of February, 2008. /s/ R. Philip Silver ------------------------ R. Philip Silver /s/ D. Greg Horrigan ------------------------ D. Greg Horrigan Page 8 of 8 -----END PRIVACY-ENHANCED MESSAGE-----