8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 13, 2011

SILGAN HOLDINGS INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-22117	06-1269834
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer 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:

x 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 8 — Other Events.

Item 8.01. Other Events.

On April 13, 2011, Silgan Holdings Inc., a Delaware corporation, or Silgan, announced that it had entered into an Agreement and Plan of Merger, or the Merger Agreement, dated as of April 12, 2011, with Graham Packaging Company, Inc., or Graham, providing for the acquisition of Graham by Silgan (the “Merger”). Silgan will be providing supplemental information regarding the Merger in connection with a presentation to investors, or the Investor Presentation. The slides to be used in connection with this Investor Presentation are attached hereto as Exhibit 99.1. Additionally, Silgan issued a press release and sent a letter to all Silgan employees regarding the proposed merger. Silgan Plastics LLC, a wholly-owned subsidiary of Silgan, also sent a letter to all of its and its subsidiaries’ employees regarding the proposed Merger. Copies of the press release, the letter to all Silgan employees, and the letter to all employees of Silgan Plastics LLC and its subsidiaries are attached hereto as Exhibits 99.2, 99.3 and 99.4, respectively.

The information required by Item 1.01, including a copy of the Merger Agreement, will be filed in a separate Current Report on Form 8-K.

Forward Looking Statements

Information provided and statements contained in this document that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this document, and Silgan and Graham assume no obligation to update the information included in this document. Such forward-looking statements include information concerning Silgan’s or Graham’s possible or assumed future results of operations. These statements often include words such as “approximately,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions and may include, but are not limited to, statements about the benefits of the proposed merger between Silgan and Graham, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical fact. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Silgan’s and Graham’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Silgan’s and Graham’s control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the expected closing date of the transaction; the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters in the foreign countries in which Silgan and Graham do business; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; the risk that a regulatory approval may be obtained subject to conditions; the risk that financing for the transaction may not be available on favorable terms; and Silgan’s and Graham’s ability to accurately predict future market conditions. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Silgan’s 2010 Annual Report on Form 10-K, Graham’s 2010 Annual Report on Form 10-K and each company’s other filings with the SEC available at the SEC’s website (http://www.sec.gov). Although Silgan and Graham

2

believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, Silgan and Graham also disclaim any obligation to update their view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this document.

Additional Information and Where to Find It

The proposed merger transaction involving Silgan and Graham will be submitted to the respective stockholders of Silgan and Graham for their consideration. In connection with the proposed merger, Silgan will prepare a registration statement on Form S-4 that will include a joint proxy statement/prospectus for the stockholders of Silgan and Graham to be filed with the Securities and Exchange Commission (the “SEC”), and each will mail the joint proxy statement/prospectus to their respective stockholders and file other documents regarding the proposed transaction with the SEC as well. Silgan and Graham urge investors and stockholders to read the joint proxy statement/prospectus when it becomes available, as well as other documents filed with the SEC, because they will contain important information. Investors and security holders will be able to receive the registration statement containing the proxy statement/prospectus and other documents free of charge at the SEC’s web site, http://www.sec.gov, from Silgan at 4 Landmark Square, Suite 400, Stamford, CT 06901, or from Graham at 2401 Pleasant Valley Road, York, PA 17402.

Participants in Solicitation

Silgan, Graham and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the respective stockholders of Silgan and Graham in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective stockholders of Silgan and Graham in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Silgan’s executive officers and directors in its definitive proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 29, 2010. You can find more information about Graham’s executive officers and directors in its definitive proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 30, 2010. You can obtain free copies of these documents from Silgan and Graham using the contact information above.

Section 9 — Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Investor Presentation Slides, dated April 13, 2011.
99.2	Press Release, dated April 13, 2011, announcing the entering into of the Merger Agreement providing for Silgan’s acquisition of Graham.
99.3	Letter to all Silgan Employees regarding the proposed merger on April 13, 2011.
99.4	Letter to employees of Silgan Plastics LLC and its subsidiaries regarding the proposed merger on April 13, 2011.

3

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: April 13, 2011

4

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Investor Presentation Slides, dated April 13, 2011.
99.2	Press Release, dated April 13, 2011, announcing the entering into of the Merger Agreement providing for Silgan’s acquisition of Graham.
99.3	Letter to all Silgan employees regarding the proposed merger on April 13, 2011.
99.4	Letter to employees of Silgan Plastics LLC and its subsidiaries regarding the proposed merger on April 13, 2011.

5

EX-99.1

Creating the Premier

Food & Specialty Beverage

Packaging Company

Exhibit 99.1

FORWARD LOOKING STATEMENT

1

I

SILGAN HOLDINGS INC. 

Information provided and statements contained in this document that are not purely historical are forward-looking statements within the meaning

of

Section

27A

of

the

Securities

Act

of

1933,

Section

21E

of

the

Securities

Exchange

Act

of

1934

and

the

Private

Securities

Litigation

Reform

Act of 1995. Such forward-looking statements only speak as of the date of this document, and Silgan and Graham assume no obligation to

update the information included in this document. Such forward-looking statements include information concerning Silgan’s or Graham’s

possible

or

assumed

future

results

of

operations.

These

statements

often

include

words

such

as

“approximately,”

“believe,”

“expect,”

“anticipate,”

“intend,”

“plan,”

“estimate”

or

similar

expressions

and

may

include,

but

are

not

limited

to,

statements

about

the

benefits

of

the

proposed merger between Silgan and Graham, including future financial and operating results, the combined company’s plans, objectives,

expectations and intentions and other statements that are not historical fact. These forward-looking statements are not historical facts, and are

based on current expectations, estimates and projections about Silgan’s and Graham’s industry, management’s beliefs and certain assumptions

made by management, many of which, by their nature, are inherently uncertain and beyond Silgan’s and Graham’s control. Accordingly, readers

are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties

and assumptions that are difficult to predict, including, without limitation, the expected closing date of the transaction; the possibility that the

expected

synergies

and

value

creation

from

the

proposed

merger

will

not

be

realized,

or

will

not

be

realized

within

the

expected

time

period;

the

risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and

operational relationships; the risk that unexpected costs will be incurred; changes in economic conditions, political conditions, trade protection

measures, licensing requirements and tax matters in the foreign countries in which Silgan and Graham do business; the possibility that the

merger

does

not

close,

including,

but

not

limited

to,

due

to

the

failure

to

satisfy

the

closing

conditions;

the

risk

that

a

regulatory

approval

may

be

obtained subject to conditions; the risk that financing for the transaction may not be available on favorable terms; and Silgan’s and Graham’s

ability to accurately predict future market conditions.  Additional factors that could cause results to differ materially from those described in the

forward-looking statements can be found in Silgan’s 2010 Annual Report on Form 10-K, Graham’s 2010 Annual Report on Form 10-K and each

company’s other filings with the SEC available at the SEC’s website (http://www.sec.gov). Although Silgan and Graham believe that the

expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially

different

from

the

results

expressed

or

implied

by

such

forward-looking

statements.

Unless

otherwise

required

by

law,

Silgan

and

Graham

also

disclaim any obligation to update their view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-

looking statements made in this document.

FORWARD LOOKING STATEMENT

2

I

SILGAN HOLDINGS INC. 

Additional Information and Where to Find It:

The

proposed

merger

transaction

involving

Silgan

and

Graham

will

be

submitted

to

the

respective

stockholders

of

Silgan

and

Graham for their consideration. In connection with the proposed merger, Silgan will prepare a registration statement on Form S-4

that will include a joint proxy statement/prospectus for the stockholders of Silgan and Graham to be filed with the Securities and

Exchange Commission (the “SEC”), and each will mail the joint proxy statement/prospectus to their respective stockholders and

file

other

documents

regarding

the

proposed

transaction

with

the

SEC

as

well.

Silgan

and

Graham

urge

investors

and

stockholders to read the joint proxy statement/prospectus when it becomes available, as well as other documents filed

with

the

SEC,

because

they

will

contain

important

information.

Investors

and

security

holders

will

be

able

to

receive

the

registration

statement

containing

the

proxy

statement/prospectus

and

other

documents

free

of

charge

at

the

SEC’s

web

site,

http://www.sec.gov,

from

Silgan

at

4

Landmark

Square,

Suite

400,

Stamford,

CT

06901,

or

from

Graham

at

2401

Pleasant

Valley

Road, York, PA 17402.

Participants in Solicitation:

Silgan, Graham and their respective directors and executive officers and other members of management and employees may be

deemed to be participants in the solicitation of proxies from the respective stockholders of Silgan and Graham in favor of the

merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the

respective stockholders of Silgan and Graham in connection with the proposed merger will be set forth in the joint proxy

statement/prospectus

when

it

is

filed

with

the

SEC.

You

can

find

information

about

Silgan’s

executive

officers

and

directors

in

its

definitive proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 29, 2010. You can

find more information about Graham’s executive officers and directors in its definitive proxy statement for its 2010 annual meeting

of

stockholders,

which

was

filed

with

the

SEC

on

April

30,

2010.

You

can

obtain

free

copies

of

these

documents

from

Silgan

and

Graham using the contact information above.

AGENDA

3

I

SILGAN HOLDINGS INC. 

About Silgan

Strategic Rationale

Financial Impact

Next Steps / Q & A

Compelling Combination to Create World’s Premier Food and

Specialty Beverage Packaging Company

4

I

SILGAN HOLDINGS INC. 

SILGAN SNAPSHOT

2010 Sales by Business

$3.4 Billion Total Sales

____________________

Note:  Silgan figures pro forma for full year of IPEC and Vogel & Noot acquisitions.

Focused portfolio of industry leading

consumer packaging franchises

Largest manufacturer of metal food

containers in North America

Leading positions in closures and plastic

containers

Long-term customer contracts and       

near site / on site locations

83 manufacturing facilities

~9,000 employees and operations in 19

countries

Closures

Metal

Plastic

17%

64%

19%

OUR FRANCHISE FOCUS

5

I

SILGAN HOLDINGS INC. 

Leading

Market

Positions

Best Value

(quality, price, service)

Leading Technology

and Manufacturing

Support

Long-term

Customer

Relationships

High Return

on Capital

Employed

Sustainable Competitive Advantage

HISTORICAL RETURNS

6

I

SILGAN HOLDINGS INC. 

$1,878

$1,941

$1,988

$2,312

$2,421

$2,495

$2,668

$2,923

$3,121

$3,067

$3,072

$250

$750

$1,250

$1,750

$2,250

$2,750

$3,250

$3,750

2000

2001

2002

2003

2004

2005

2006

2007

2008

2009

2010

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

AVERAGE ROCE = 18%

____________________

Notes:  ROCE calculated as Operating Profit divided by Total Year-end Debt and Equity

Sales

from

2000

-

2003

reflect

the

adoption

of

EITF

No.

00-10.

ROCE

from

2000

–

2009

is

adjusted

to

reflect

the

retrospective

inventory

accounting

change

from

LIFO

to

FIFO

for

Plastics.

2010 not pro forma for Vogel & Noot and IPEC acquisitions.

FRANCHISE LANDSCAPE

Metal

Containers

Metal

Containers

Plastic

Containers

Plastic

Containers

Closures

Closures

Food

Specialty

Beverage

Personal

Care

Personal

Care

7

I

SILGAN HOLDINGS INC. 

____________________

Note:  Size of circle indicative of North American market size.

Food and

Specialty

Beverage

Household

Personal Care

/ Specialty

Automotive

Lubricants

11%

6%

18%

65%

8

I

SILGAN HOLDINGS INC. 

GRAHAM PACKAGING SNAPSHOT

2010 Sales by Business Unit

$2.8 Billion Total Sales

____________________

Note:     Graham Packaging figures pro forma full year for Liquid Container acquisition.

Leading global supplier of innovative plastic

containers for branded consumer products

Approximately 90% of sales in product

categories with leading market position

97 manufacturing facilities, of which ~1/3 of

plants are on-site with customers

8,200 employees

Operations in 15 countries

9

I

SILGAN HOLDINGS INC. 

SUPERIOR TECHNOLOGY WITH A LONG

HISTORY OF INNOVATION

~ 80% of Products Utilize

Proprietary Technology

Process Technology

Product Innovation

High-Speed Extrusion Blow Molding

Wheels

High-Speed PET Bottle Production

Multi-Layer Barrier Production

Light-Weighting Technologies

Hot-Fill Processing Capabilities

Post Consumer Recycling

World-Class Design Center

SlingShot™

ThermaSet™

G-Lite®

Multi-Layer Barrier

SurBond™, SurShot®

MonoSorb®

Over 1,000 Issued or Pending

Patents

HISTORICAL STABILITY THROUGH

RESIN VOLATILITY

10

I

SILGAN HOLDINGS INC. 

$505

$479

$474

$470

$463

$459

$455

$450

$453

$444

$432

$423

$413

$401

$399

$455

$441

$250

$300

$350

$400

$450

$500

Q4 06

Q1 07

Q2 07

Q3 07

Q4 07

Q1 08

Q2 08

Q3 08

Q4 08

Q1 09

Q2 09

Q3 09

Q4 09

Q1 10

Q2 10

Q3 10

Q4 10

____________________

Notes: Dollars in millions. 

Graham Packaging 2010 financials not pro forma for Liquid Container acquisition.

Graham Packaging LTM Adjusted EBITDA

AGENDA

11

I

SILGAN HOLDINGS INC. 

About Silgan

Strategic Rationale

Financial Impact

Next Steps / Q & A

Compelling Combination to Create World’s Premier Food and

Specialty Beverage Packaging Company

12

I

SILGAN HOLDINGS INC. 

STRATEGIC RATIONALE

Creates Leading Food and Specialty Beverage Packaging Market Position

•

#1 market positions across franchises

•

High barriers to entry

•

Stable end markets

Common Business Fundamentals to Silgan

•

End market focus

•

Entrenched customer partnerships

•

Raw material passthroughs

•

Focus on FCF, return on capital and operational excellence

Compelling Synergy Opportunities with Low Integration Risk

Accretive to Cash Flow, Earnings and Growth

Positions Shareholders to Realize Attractive Levered Equity Returns

13

I

SILGAN HOLDINGS INC. 

COMPLEMENTARY

CONSUMER PACKAGING FRANCHISES

____________________

Note: Dollars in millions.

(1)  Silgan figures pro forma full year for IPEC and Vogel & Noot acquisitions.

(2)  Graham Packaging figures pro forma full year for Liquid Container acquisition; Liquid Container assumed to be 80% food & beverage.

Plastic

100%

=

By

Franchise

+

$3,437

$2,803

$6,240

By End

Market

(1)

Silgan

Pro forma

Graham Packaging

(2)

Balanced Franchise Portfolio Supporting Common              

Food & Beverage Markets

Closures

Metal

Plastic

54%

35%

11%

Closures

Metal

Plastic

17%

64%

19%

77%

Food and Beverage

Other

+

=

PF Food &

Beverage

1.6x SLGN

Standalone

BROAD GLOBAL FOOTPRINT:                

180 OPERATING FACILITIES

14

I

SILGAN HOLDINGS INC. 

58

Silgan

Plants

73

Graham

Plants

21

14

1

2

9

Silgan (Cans, Closures)

Silgan Plastics

Graham

2

15

I

SILGAN HOLDINGS INC. 

COMBINED WORLD CLASS CONSUMER

PACKAGING CUSTOMER BASE

Silgan / Graham

Common Heritage

On Site / Near Site

Manufacturing

Long-term Strategic

Partnerships

Raw Material        

Passthroughs

BP Lubricants

Complementary Customer Base Across Multiple Products

FRANCHISES ALIGNED TO MARKETS

Metal

Containers

Plastic

Containers

Closures

Food

Specialty

Beverage

Personal

Care

16

I

SILGAN HOLDINGS INC. 

____________________

Note:  Size of circle indicative of North American market size.

AGENDA

17

I

SILGAN HOLDINGS INC. 

About Silgan

Strategic Rationale

Financial Impact

Next Steps / Q & A

Compelling Combination to Create World’s Premier Food and

Specialty Beverage Packaging Company

TRANSACTION SUMMARY

18

I

SILGAN HOLDINGS INC. 

Silgan has agreed to acquire Graham Packaging to form the world’s leading

food and specialty beverage packaging company

0.402 Silgan shares + $4.75 in cash for total consideration of $19.56/ share

Total Enterprise Value of $4.1 billion

•

7.0x 2011E EBITDA

•

6.5x 2011E EBITDA (with $50 million synergies)

Pro forma Net Debt / Adjusted EBITDA of 3.9x, with expected rapid

deleveraging from robust free cash flow

Voting agreements executed with:

•

Silgan co-founders who beneficially own 29% of Silgan shares

•

Blackstone and the Graham Family who collectively own 65% of Graham

Packaging shares

Expected closing in Q3

19

I

SILGAN HOLDINGS INC. 

DEBT FINANCING SUMMARY

Transaction structured to maintain Ba2 / BB credit profile

Fully committed debt financing of $4.0 billion

Assuming $500 million of Graham bonds

$245 million change of control payment under Graham income

tax receivable agreements

•

NPV of tax benefits received exceeds upfront payment

20

I

SILGAN HOLDINGS INC. 

SYNERGY OPPORTUNITIES

Compelling Synergy Opportunities with Low Integration Risk

SG&A –

$18 million

•

Corporate / Administration

•

Sales

•

R&D / Technology

Procurement –

$15 million

Operational

/

Best

Practices

–

$17

million

$10

$30

$50

$0

$10

$20

$30

$40

$50

$60

Year 1

Year 2

Full

Run-Rate

Estimated Annual Impact

($mm)

21

I

SILGAN HOLDINGS INC. 

DISCIPLINED FOCUS

EBITDA Growth

Cash Flow Generation

Focus on ROCE

Disciplined Long-Term

Acquisition Strategy

Capital Structure

Franchise

Building

Value

Creation

SUPERIOR RETURNS AND CASH FLOW

22

I

SILGAN HOLDINGS INC. 

Adj. EBITDA –

Capex as % of Sales

(1)

ROCE

18.0%

20.1%

19.4%

16.4%

18.1%

16.7%

0.0%

5.0%

10.0%

15.0%

20.0%

25.0%

2008

2009

2010

9.3%

11.4%

11.6%

11.9%

13.9%

14.4%

0.0%

5.0%

10.0%

15.0%

2008

2009

2010

____________________

Notes:

Return

on

Capital

Employed

(ROCE)

defined

as

EBIT

divided

by

the

sum

of

total

year-end

debt

and

equity;

Graham

Packaging

ROCE

based

on

Adjusted

EBIT.

2010 ROCE for Silgan not pro forma full year for IPEC and Vogel & Noot acquisitions.

(1)

2010

Silgan

pro

forma

full

year

for

IPEC

and

Vogel

&

Noot

acquisitions;

2010

Graham

Packaging

pro

forma

full

year

for

Liquid

Container

acquisition.

Silgan

Graham Packaging

23

I

SILGAN HOLDINGS INC. 

MULTIPLE DRIVERS OF FREE CASH FLOW

Operations

Proven Free Cash Flow of both Silgan and Graham

Packaging

Pro forma 2010 EBITDA of $1.1 billion (including $50

million of synergies)

Estimated 2011 combined Capex of ~$335 million

Low Cost of

Debt Capital

Pro forma total debt of ~$4.7 billion

Low-to-mid 5%’s expected weighted average cost of debt

Favorable

Tax

Attributes

Graham Packaging NOLs will offset taxable income by

~$175 million for first five years

~$60 million annual cash tax savings

Robust Free Cash Flow: ~$500mm ($5/share) in 1st Full Year

____________________

Note: Free cash flow defined as Operating Cash Flow less Capex on a pro forma basis.

4.1x

3.8x

3.4x

3.5x

2.5x

2.0x

2.8x

2.2x

1.8x

1.1x

1.7x

3.9x

0.0x

0.5x

1.0x

1.5x

2.0x

2.5x

3.0x

3.5x

4.0x

4.5x

$0.00

$15.00

$30.00

$45.00

24

I

SILGAN HOLDINGS INC. 

DISCIPLINED FINANCIAL APPROACH

20+ year history of delivering

strong levered equity returns to

shareholders

Consistent Silgan track record

of deleveraging post-acquisition

Financial policy and

commitment to dividend

unchanged

____________________

Notes: 2000-2010 Net Leverage defined as EBITDA divided by Net Debt.

(1) Pro forma for Vogel & Noot and Graham acquisitions using adjusted EBITDA with $50mm in synergies assumed for Graham.

Net Leverage Ratio /

Stock Price Performance

(1)

Price ($)

Net Leverage

15.4%

31.2%

9.8%

16.6%

2.7%

3.8%

0.0%

10.0%

20.0%

30.0%

40.0%

50.0%

5-Year

10-Year

Packaging Peers

SLGN

S&P 500

TRACK RECORD OF SUPERIOR LEVERED

EQUITY RETURNS

25

I

SILGAN HOLDINGS INC. 

____________________

Notes:

Total

Shareholder

Return

includes

cumulative

share

price

returns

and

dividends

reinvested

through

April

1,

2011.

Packaging Peers include AptarGroup, Ball, Bemis, Crown, Owens-Illinois, Sealed Air and Sonoco.

Packaging

Peers’

total

shareholder

return

represents

the

average.

Total Shareholder Return CAGR

TRANSFORMATIVE TO SILGAN’S FINANCIAL

PROFILE

26

I

SILGAN HOLDINGS INC. 

2010 Revenue

2010 EBITDA -

Capex % of Sales

____________________

Notes:

Silgan 2010 figures pro forma full year for IPEC and Vogel & Noot acquisitions.

2010 Silgan Adj. EBITDA includes adjustments per reconciliation in Appendix.

Graham

Packaging

2010

Revenue,

Adj.

EBITDA

and

Capex

figures

pro

forma

full

year

for

Liquid

Container

acquisition.

Pro

forma

Silgan

and

Graham

Packaging

Adj.

EBITDA

includes

$50mm

in

synergies.

$7,941

$7,630

$6,633

$6,240

$4,835

$4,490

$4,124

$3,437

$2,803

$2,077

$0

$2,000

$4,000

$6,000

$8,000

CCK

BLL

OI

PF

BMS

SEE

SON

SLGN

GRM

ATR

($mm)

14.4%

14.4%

13.7%

13.6%

11.6%

11.5%

10.3%

10.1%

9.9%

9.3%

0.0%

4.0%

8.0%

12.0%

16.0%

GRM

SEE

PF

ATR

SLGN

OI

BMS

BLL

SON

CCK

ACQUISITION A PERFECT FIT WITH OUR

FRANCHISE CRITERIA…

27

I

SILGAN HOLDINGS INC. 

Leading

Market

Positions

Best Value

(quality, price, service)

Leading Technology

and Manufacturing

Support

Long-term

Customer

Relationships

High Return

on Capital

Employed

Sustainable Competitive Advantage

WHITE CAP

METAL CONTAINERS

GRAHAM PACKAGING

28

I

SILGAN HOLDINGS INC. 

…AND OUR DISCIPLINED FOCUS

EBITDA Growth

Cash Flow Generation

Focus on ROCE

Disciplined Long-Term

Acquisition Strategy

Capital Structure

Franchise

Building

Value

Creation

AGENDA

29

I

SILGAN HOLDINGS INC. 

About Silgan

Strategic Rationale

Financial Impact

Next Steps / Q & A

Compelling Combination to Create World’s Premier Food and

Specialty Beverage Packaging Company

NEXT STEPS / Q & A

30

I

SILGAN HOLDINGS INC. 

Raise permanent debt financing

Shareholder votes at Silgan and Graham

Customary regulatory approvals

Expected closing Q3

31

I

SILGAN HOLDINGS INC. 

APPENDIX

Non-GAAP Reconciliation

32

I

SILGAN HOLDINGS INC. 

EBITDA RECONCILIATION –

SILGAN

($ in millions)

Reconciliation

2010

2009

2008

Net Income

$144.6

$159.4

$125.0

Provision for income taxes

77.0

88.2

68.6

Interest and other debt expense

54.1

49.7

60.2

Loss on early extinguishment of debt

7.5

1.3

-

Income from Operations

$283.3

$298.6

$253.7

Depreciation & Amortization

142.9

145.3

144.0

EBITDA

$426.3

$443.9

$397.7

Rationalization charges

22.2

1.5

12.2

Stock option & RSU expenses

5.8

4.9

3.7

Venezuela Devaluation

3.2

-

-

Adjusted EBITDA

$457.5

$450.3

$413.6

33

I

SILGAN HOLDINGS INC. 

NET LEVERAGE RECONCILIATION –

SILGAN

($ in millions)

Reconciliation

2010

2009

2008

2007

2006

2005

2004

2003

2002

2001

2000

Total Debt

$904.7

$799.4

$884.9

$992.5

$955.6

$700.4

$841.7

$1,002.6

$956.8

$944.8

$1,031.5

Less: Cash

175.2

305.8

163.0

95.9

16.7

20.5

35.4

12.1

58.3

18.0

20.1

Net Debt

$729.4

$493.7

$721.9

$896.6

$938.9

$679.9

$806.3

$990.5

$898.5

$926.8

$1,011.4

Net Income

$144.6

$159.4

$125.0

$126.8

$100.5

$90.3

$87.7

$42.9

$54.0

$40.7

$31.2

Equity Loss in Affiliates

-

-

-

-

-

-

-

0.3

2.6

4.1

4.6

Provision for income taxes

77.0

88.2

68.6

73.0

48.9

62.7

60.7

28.2

36.9

29.5

23.1

Gain on assets contributed to Affiliate

-

-

-

-

-

-

-

-

-

(4.9)

-

Interest and other debt expense

54.1

49.7

60.2

66.0

59.2

49.4

55.6

78.9

73.8

81.2

91.2

Loss on early extinguishment of debt

7.5

1.3

-

-

0.2

11.2

1.6

19.2

1.0

-

6.9

Income from Operations

$283.3

$298.6

$253.7

$265.8

$208.8

$213.6

$205.6

$169.4

$168.3

$150.6

$157.0

Depreciation & Amortization

142.9

145.3

144.0

138.0

126.2

121.2

118.5

111.3

95.7

95.5

89.0

EBITDA

$426.3

$443.9

$397.7

$403.8

$335.0

$334.8

$324.1

$280.7

$264.0

$246.1

$246.0

Net Leverage Ratio

1.7x

1.1x

1.8x

2.2x

2.8x

2.0x

2.5x

3.5x

3.4x

3.8x

4.1x

____________________

Note:  Net Income from 2000-2009 is adjusted to reflect the retrospective inventory accounting change from LIFO to FIFO for Plastics.

34

I

SILGAN HOLDINGS INC. 

EBITDA RECONCILIATION –

GRAHAM

PACKAGING

($ in millions)

____________________

(1)Represents

the

net

loss

on

disposal

of

fixed

assets,

stock-based

compensation

expense

and

equity

income

from

unconsolidated

subsidiaries.

(2)Represents

annual

fees

paid

to

Blackstone

Management

Partners

III

L.L.C.,

through

the

date

of

the

IPO,

and

a

limited

partner

of

Holdings

pursuant

to

the

Fifth

Amended

and

Restated

Limited

Partnership

Agreement,

the

Monitoring Agreement and the Sixth Amended and Restated Limited Partnership Agreement.

(3)Represents

costs

related

to

the

termination

of

the

Monitoring

Agreement,

IPO

bonus

payments

and

other

IPO-related

costs.

(4)Represents costs related to the acquisition and integration of the Liquid Entities, China Roots and other entities.

(5)Represents costs related to a settlement to OnTech, plant closures, employee severance and other costs.

(6)Represents administrative expenses incurred by Blackstone.

Reconciliation

2010

2009

2008

2007

2006

Net Income

$61.8

$14.3

($57.9)

($207.4)

($121.1)

Loss from discontinued operations

-

9.5

10.5

3.7

1.1

Income tax (benefit) provision

(50.7)

27.0

13.0

20.3

27.5

Interest Income

(0.7)

(1.1)

(0.8)

(0.9)

(0.6)

Interest Expense

185.6

176.9

180.0

210.4

207.4

Income from Operations

$196.0

$226.5

$144.8

$26.1

$114.3

Depreciation & Amortization

171.1

158.6

175.5

201.7

204.6

EBITDA

$367.1

$385.1

$320.3

$227.8

$318.9

Asset impairment charges

9.6

41.8

96.1

157.7

25.9

Increase in income tax receivable obligations

5.0

-

-

-

-

Other non-cash charges

(1)

4.9

7.3

9.3

19.4

14.3

Fees related to monitoring agreements

(2)

1.5

5.0

5.0

5.0

5.0

Net loss on debt extinguishment

31.1

8.7

-

-

-

Write-off of amounts in accumulated other

comprehensive income related to interest rate swaps

7.0

-

-

-

-

Contract termination fee and IPO-related expenses

(3)

39.6

0.2

-

-

-

Acquisition and integration expenses

(4)

20.3

-

-

-

-

Venezuelan hyper-inflationary accounting

2.3

-

-

-

-

Reorganization and other costs

(5)

16.0

14.2

22.0

22.0

34.6

Other administrative expenses

(6)

-

0.1

0.1

0.1

-

Adjusted EBITDA

$504.4

$462.5

$452.8

$432.0

$398.7

Depreciation & Amortization

171.1

158.6

175.5

201.7

204.6

Adjusted EBIT

$333.3

$303.9

$277.3

$230.3

$194.1

Creating the Premier

Food & Specialty Beverage

Packaging Company

EX-99.2

Exhibit 99.2

News

For Immediate Release

4 Landmark Square

Suite 400

Stamford, CT 06901

Telephone: (203) 975-7110

Fax:             (203) 975-7902

Contact:

Robert B. Lewis

(203) 406-3160

SILGAN TO ACQUIRE GRAHAM PACKAGING

Combination Creates Premier Food & Specialty Beverage Packaging Company

Investor Conference Call Today at 9:00 a.m. EDT

STAMFORD, CT, April 13, 2011 – Silgan Holdings Inc. (Nasdaq: SLGN), a leading supplier of rigid consumer goods packaging products, announced today it has entered into a definitive merger agreement to acquire Graham Packaging Company Inc. (NYSE: GRM), a leading global supplier of value-added rigid plastic containers for the food, specialty beverage and consumer products markets.

Pursuant to the merger agreement, Graham shareholders will receive 0.402 shares of Silgan common stock and $4.75 in cash for each share of Graham common stock, representing a total enterprise value, including net debt, of approximately $4.1 billion. Based on Silgan’s closing stock price on April 12, 2011, the transaction implies a value of $19.56 per Graham share, representing a premium over the closing price of Graham’s stock on April 12, 2011 of approximately 17 percent.

“This acquisition creates the premier Food and Specialty Beverage packaging company, allowing Silgan to significantly broaden its ability to serve these important markets with multiple rigid packaging options,” said Tony Allott, Silgan’s President and Chief Executive Officer. “Graham Packaging is a differentiated plastic packaging franchise with deep customer relationships and a strong track record for innovation. In combination, we anticipate building enhanced relationships with global customers in our target end markets,” continued Mr. Allott.

(more)

SILGAN HOLDINGS

April 13, 2011

Page 2

“Silgan and Graham share a common operational discipline focused on returns on capital and cash flow generation. This acquisition will provide significant cost synergies, while efficiently utilizing the debt capacity of our balance sheet,” continued Mr. Allott. “As a result, we believe this combination will drive significant shareholder value creation,” concluded Mr. Allott.

The combined company has annual sales of over $6.2 billion, and its over 17,000 employees will operate 180 manufacturing facilities in 19 countries.

Highlights of the transaction:

• Market Focus: Following the transaction, Silgan will be a world leader in food and specialty beverage packaging, with combined revenues of approximately $4.6 billion serving these end markets which are characterized by stable demand with large, growing multi-national customers.

• Financial Impact: Silgan expects the transaction to be accretive to earnings and cash flow per share in the first full year. Following the acquisition, on a pro forma basis Silgan expects to generate approximately $500 million in free cash flow, or approximately $5 per share, in the first full year of operations.

• Committed Debt Financing: Pro forma for the transaction, Silgan’s leverage ratio will be approximately 4 times, which is consistent with past levels at Silgan. The transaction is supported by committed financing, with the permanent capital structure expected to consist of an optimal mix of bank facilities and bonds. Silgan has a longstanding track record of successfully operating with moderate levels of leverage, allowing for very attractive levered returns to shareholders.

• Synergies: Silgan expects to realize operational cost synergies of $50 million by the third year following the combination. These synergies will be achieved primarily through reductions in administrative expenses, procurement savings and a more efficient manufacturing cost structure.

As a result of its strong reputation in the credit markets and anticipated ratings profile, Silgan expects to achieve a very attractive cost of debt capital, resulting in pro forma interest expense in line with current Silgan and Graham combined levels, even after the incremental debt raised for the cash portion of the acquisition consideration and transaction costs. Included in these transaction costs is a cash payment at closing of $245 million pursuant to contractual change in control provisions in Graham’s Income Tax

(more)

SILGAN HOLDINGS

April 13, 2011

Page 3

Receivable agreements with certain affiliates. It is expected that the net present value of cash tax savings Silgan will realize through the utilization of Graham’s net operating loss carryforwards and other tax attributes will more than offset this payment.

This transaction has been unanimously approved by Silgan’s Board of Directors. The transaction has also been unanimously approved by Graham’s Board of Directors based on the unanimous recommendation of its Special Committee. The acquisition is currently expected to close in the third quarter of 2011, subject to the approval of the transaction by Silgan’s shareholders and Graham’s shareholders, receipt of applicable regulatory approvals and the satisfaction of customary closing conditions. Each of Silgan’s Co-Chairmen of the Board, R. Philip Silver and D. Greg Horrigan, who collectively beneficially own 29% of Silgan’s common stock, have entered into an agreement to vote in favor of the transaction. Blackstone Capital Partners III L.P. and certain of its affiliates and the Graham Family, who collectively own, on a fully diluted basis, 65% of Graham’s common shares, have also entered into agreements to vote in favor of the transaction.

BofA Merrill Lynch acted as financial advisor to Silgan. Bryan Cave LLP served as Silgan’s legal advisor.

***

Investor Conference Call Dial-In Information:

Silgan will hold an investor call today at 9:00 a.m. EDT. In order to hear the audio for the conference, you must dial the number listed below and reference the listed passcode for the operator or automated response system.

Audio Dial-in Number: 800-946-0706 (Domestic) or 719-325-2490 (International)

Passcode: 9589611

Additionally, you should follow this link to join the meeting no more than 10 minutes prior to the start time. You may click on the link directly, or cut and paste the link into your browser:

https://www.livemeeting.com/cc/vcc/join?id=w9589611&role=attend&pw=A958961

If you experience technical difficulties while logging in, please contact (888) 569-3848.

***

(more)

SILGAN HOLDINGS

April 13, 2011

Page 4

Silgan Holdings is a leading manufacturer of consumer goods packaging products with annual net sales of approximately $3.1 billion in 2010. Silgan operates 83 manufacturing facilities in North and South America, Europe and Asia. Silgan is a leading supplier of metal containers in North America and Europe, and a leading worldwide supplier of metal, composite and plastic vacuum closures for food and beverage products. In addition, Silgan is a leading supplier of plastic containers for personal care products in North America.

***

Graham Packaging is a leading U.S. supplier of plastic containers for hot-fill juice and juice drinks, sports drinks, drinkable yogurt and smoothies, nutritional supplements, wide-mouth food, dressings, condiments and beers; a leading global supplier of plastic containers for yogurt drinks; a leading supplier of plastic containers for liquid fabric care products, dish care products and hard-surface cleaners; and a leading supplier in the U.S., Canada and Brazil of one-quart/liter plastic motor oil containers. Graham pro forma net sales (after taking into account the acquisition of Liquid Container in September 2010) approximates $2.8 billion. Graham employs over 8,100 associates in 15 countries through 97 manufacturing facilities.

***

Additional Information and Where to Find It:

The proposed merger transaction involving Silgan and Graham will be submitted to the respective stockholders of Silgan and Graham for their consideration. In connection with the proposed merger, Silgan will prepare a registration statement on Form S-4 that will include a joint proxy statement/prospectus for the stockholders of Silgan and Graham to be filed with the Securities and Exchange Commission (the “SEC”), and each will mail the joint proxy statement/prospectus to their respective stockholders and file other documents regarding the proposed transaction with the SEC as well. Silgan and Graham urge investors and stockholders to read the joint proxy statement/prospectus when it becomes available, as well as other documents filed with the SEC, because they will contain important information. Investors and security holders will be able to receive the registration statement containing the proxy statement/prospectus and other documents free of charge at the SEC’s web site, http://www.sec.gov, from Silgan at 4 Landmark Square, Suite 400, Stamford, CT 06901, or from Graham at 2401 Pleasant Valley Road, York, PA 17402.

(more)

SILGAN HOLDINGS

April 13, 2011

Page 5

Participants in Solicitation:

Silgan, Graham and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the respective stockholders of Silgan and Graham in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective stockholders of Silgan and Graham in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Silgan’s executive officers and directors in its definitive proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 29, 2010. You can find more information about Graham’s executive officers and directors in its definitive proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 30, 2010. You can obtain free copies of these documents from Silgan and Graham using the contact information above.

***

Forward Looking Statements:

Information provided and statements contained in this press release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this press release, and Silgan and Graham assume no obligation to update the information included in this press release. Such forward-looking statements include information concerning Silgan’s or Graham’s possible or assumed future results of operations. These statements often include words such as “approximately,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions and may include, but are not limited to, statements about the benefits of the proposed merger between Silgan and Graham, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical fact. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Silgan’s and Graham’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Silgan’s and Graham’s control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, without

(more)

SILGAN HOLDINGS

April 13, 2011

Page 6

limitation, the expected closing date of the transaction; the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters in the foreign countries in which Silgan and Graham do business; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; the risk that a regulatory approval may be obtained subject to conditions; the risk that financing for the transaction may not be available on favorable terms; and Silgan’s and Graham’s ability to accurately predict future market conditions. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Silgan’s 2010 Annual Report on Form 10-K, Graham’s 2010 Annual Report on Form 10-K and each company’s other filings with the SEC available at the SEC’s website (http://www.sec.gov). Although Silgan and Graham believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, Silgan and Graham also disclaim any obligation to update their view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this press release.

***

EX-99.3

Exhibit 99.3

INTEROFFICE MEMO

DATE:	April 13, 2011
TO:	Silgan Employees
FROM:	Tony Allott President & Chief Executive Officer
SUBJECT:	Silgan to Acquire Graham Packaging

Today represents an important milestone for Silgan employees, our customers, and our shareholders. This morning we announced our agreement to acquire Graham Packaging Company. With the completion of this acquisition, we believe we will have created the world’s premier food and specialty beverage packaging company. The combined company would have annual sales of over $6.2 billion, and its over 17,000 employees would operate 180 manufacturing facilities across 19 countries.

Graham has franchise positions in rigid plastic packaging for both the food and specialty beverage markets that will broaden Silgan’s product offerings to our core markets and strategic customers. In combination with our metal food can and closures businesses, over 75% of our sales would be to the food and specialty beverage markets. This acquisition nearly doubles the size of Silgan and reinforces our company’s commitment to and focus on the rigid plastic packaging market. The two companies share many common operating disciplines, such as:

• Strong focus on markets and customers

• On-site / near-site manufacturing

• Leadership positions in technology and innovation

• Long-term contracts with raw material pass throughs

• Disciplined focus on returns and Free Cash Flow generation

The acquisition is valued at $4.1 billion and will be financed through a combination of a new credit facility and bonds. The combined company had pro forma 2010 EBITDA of $1.1 billion, including synergies, and is expected to generate Free Cash Flow, on a pro forma basis, of approximately $500 million, or $5.00 per common share. While this acquisition will allow Silgan to unlock the potential of our currently under-leveraged balance sheet by adding more debt, Silgan has a long and successful track record of generating superior leveraged equity returns.

Our combined Plastics businesses will operate under the name of Silgan Graham Plastics and be headquartered in York, Pennsylvania. The advantages of greater scale, broader geographic reach, and access to new technologies and products will significantly strengthen our competitive position while enhancing our ability to meet our customers’ needs.

Adam Greenlee, EVP & COO of Silgan, will oversee the integration efforts and be responsible for the leadership of Silgan Graham Packaging.

We expect the acquisition to close in the 3^rd Quarter, subject to customary conditions and shareholder voting.

Finally, we want to thank you for your tireless work to provide our company sustainable competitive advantages in the markets we serve. It is your successes that provide the opportunity for growth such as this acquisition.

Additional Information and Where to Find It:

The proposed merger transaction involving Silgan and Graham will be submitted to the respective stockholders of Silgan and Graham for their consideration. In connection with the proposed merger, Silgan will prepare a registration statement on Form S-4 that will include a joint proxy statement/prospectus for the stockholders of Silgan and Graham to be filed with the Securities and Exchange Commission (the “SEC”), and each will mail the joint proxy statement/prospectus to their respective stockholders and file other documents regarding the proposed transaction with the SEC as well. Silgan and Graham urge investors and stockholders to read the joint proxy statement/prospectus when it becomes available, as well as other documents filed with the SEC, because they will contain important information. Investors and security holders will be able to receive the registration statement containing the proxy statement/prospectus and other documents free of charge at the SEC’s web site, http://www.sec.gov, from Silgan at 4 Landmark Square, Suite 400, Stamford, CT 06901, or from Graham at 2401 Pleasant Valley Road, York, PA 17402.

Participants in Solicitation:

Silgan, Graham and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the respective stockholders of Silgan and Graham in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective stockholders of Silgan and Graham in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Silgan’s executive officers and directors in its definitive proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 29, 2010. You can find more information about Graham’s executive officers and directors in its definitive proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 30, 2010. You can obtain free copies of these documents from Silgan and Graham using the contact information above.

Forward Looking Statements:

Information provided and statements contained in this document that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this document, and Silgan and Graham assume no obligation to update the information included in this document. Such forward-looking statements include information concerning Silgan’s or Graham’s possible or assumed future results of operations. These statements often include words such as “approximately,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions and may include, but are not limited to, statements about the benefits of the proposed merger between Silgan and Graham, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical fact. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Silgan’s and Graham’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Silgan’s and Graham’s control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the expected closing date of the transaction; the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters in the foreign countries in which Silgan and Graham do business; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; the risk that a regulatory approval may be obtained subject to conditions; the risk that financing for the transaction may not be available on favorable terms; and Silgan’s and Graham’s ability to accurately predict future market conditions. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Silgan’s 2010 Annual Report on Form 10-K, Graham’s 2010 Annual Report on Form 10-K and each company’s other filings with the SEC available at the SEC’s website (http://www.sec.gov). Although Silgan and Graham believe that the expectations reflected in such forward-looking statements are

reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, Silgan and Graham also disclaim any obligation to update their view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this document.

EX-99.4

Exhibit 99.4

April 13, 2011

All Silgan Plastics Employees

This morning Silgan Holdings announced that we have reached a definitive agreement to acquire Graham Packaging Company. Graham is a worldwide leader in blow-molded plastic containers for consumer product companies employing over 8,000 individuals, with 97 plants in 15 countries across North America, Europe, South America and Asia. Pro forma net sales, including the acquisition of Liquid Container, were approximately $2.8 billion in 2010. The acquisition is expected to close in the 3^rd Quarter, subject to customary conditions and shareholder voting.

The Graham acquisition, which will essentially double the size of Silgan, reinforces the company’s commitment to and focus on the food and specialty beverage markets and enhances our offering to the rigid plastic packaging market. The combined Plastics business will operate under the name of Silgan Graham Plastics and will be a leading manufacturer of blow-molded plastic containers in North America while also being the largest operating company within Silgan Holdings. The advantages of greater scale, broader geographic reach, and access to new technologies and products, will significantly strengthen our competitive position while enhancing our ability to meet our customers’ needs. The combined business will be headquartered in York, Pennsylvania.

In addition to food and specialty beverage markets the combined plastics business will also continue to stay focused on and committed to the personal care, healthcare, household and industrial chemical and automotive markets.

Over the next 90 days we will be learning more about Graham’s business and finalizing a comprehensive integration plan to ensure an orderly and seamless transition. I will be a member of the integration team working to define a clear path forward regarding the future organization structure, business processes, systems, and people. Adam Greenlee, EVP & COO of Silgan, will oversee the integration efforts and be responsible for the leadership of Silgan Graham Packaging. As this plan is developed we are committed to communicating details to you in a timely and thoughtful manner.

As with any business combination of this size there will inevitably be changes we will all need to manage through. During this transition period it is critical that we stay focused on our number one job, serving our customers, while honoring the Silgan legacy of always “Doing the Right Thing”.

I would like to thank all of you for your continued commitment and support.

Sincerely,

Alan H. Koblin

Additional Information and Where to Find It:

The proposed merger transaction involving Silgan and Graham will be submitted to the respective stockholders of Silgan and Graham for their consideration. In connection with the proposed merger, Silgan will prepare a registration statement on Form S-4 that will include a joint proxy statement/prospectus for the stockholders of Silgan and Graham to be filed with the Securities and Exchange Commission (the “SEC”), and each will mail the joint proxy statement/prospectus to their respective stockholders and file other documents regarding the proposed transaction with the SEC as well. Silgan and Graham urge investors and stockholders to read the joint proxy statement/prospectus when it becomes available, as well as other documents filed with the SEC, because they will contain important information. Investors and security holders will be able to receive the registration statement containing the proxy statement/prospectus and other documents free of charge at the SEC’s web site, http://www.sec.gov, from Silgan at 4 Landmark Square, Suite 400, Stamford, CT 06901, or from Graham at 2401 Pleasant Valley Road, York, PA 17402.

Participants in Solicitation:

Silgan, Graham and their respective directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from the respective stockholders of Silgan and Graham in favor of the merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the respective stockholders of Silgan and Graham in connection with the proposed merger will be set forth in the joint proxy statement/prospectus when it is filed with the SEC. You can find information about Silgan’s executive officers and directors in its definitive proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 29, 2010. You can find more information about Graham’s executive officers and directors in its definitive proxy statement for its 2010 annual meeting of stockholders, which was filed with the SEC on April 30, 2010. You can obtain free copies of these documents from Silgan and Graham using the contact information above.

Forward Looking Statements:

Information provided and statements contained in this document that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements only speak as of the date of this document, and Silgan and Graham assume no obligation to update the information included in this document. Such forward-looking statements include information concerning Silgan’s or Graham’s possible or assumed future results of operations. These statements often include words such as “approximately,” “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate” or similar expressions and may include, but are not limited to, statements about the benefits of the proposed merger between Silgan and Graham, including future financial and

operating results, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical fact. These forward-looking statements are not historical facts, and are based on current expectations, estimates and projections about Silgan’s and Graham’s industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond Silgan’s and Graham’s control. Accordingly, readers are cautioned that any such forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict, including, without limitation, the expected closing date of the transaction; the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period; the risk that the businesses will not be integrated successfully; disruption from the merger making it more difficult to maintain business and operational relationships; the risk that unexpected costs will be incurred; changes in economic conditions, political conditions, trade protection measures, licensing requirements and tax matters in the foreign countries in which Silgan and Graham do business; the possibility that the merger does not close, including, but not limited to, due to the failure to satisfy the closing conditions; the risk that a regulatory approval may be obtained subject to conditions; the risk that financing for the transaction may not be available on favorable terms; and Silgan’s and Graham’s ability to accurately predict future market conditions. Additional factors that could cause results to differ materially from those described in the forward-looking statements can be found in Silgan’s 2010 Annual Report on Form 10-K, Graham’s 2010 Annual Report on Form 10-K and each company’s other filings with the SEC available at the SEC’s website (http://www.sec.gov). Although Silgan and Graham believe that the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. Unless otherwise required by law, Silgan and Graham also disclaim any obligation to update their view of any such risks or uncertainties or to announce publicly the result of any revisions to the forward-looking statements made in this document.