SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8
AMENDMENT TO APPLICATION OR REPORT
Filed pursuant to Section 12, 13, or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
SILGAN CORPORATION
(Exact name of registrant as specified in charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its report on Form 8-K
filed January 5, 1994, as set forth in the pages attached hereto:
In accordance with Item 7 of the Form 8-K filed January 5, 1994, the
registrant appends to the Form 8-K the following financial statements and
pro forma information:
For Del Monte Corporation Can Manufacturing Division:
1. (a) Audited Statement of Assets, Liabilities and Net Assets at
June 30, 1993 prepared in accordance with SEC Regulation S-
X, Rule 3-05.
(b) Audited Schedule of Sales and Cost of Sales for the year
ended June 30, 1993, prepared in accordance with SEC
Regulation S-X, Rule 3-05.
(c) Report of independent public accountants.
2. (a) Unaudited Statements of Assets, Liabilities and Net Assets
at September 30, 1993 prepared in accordance with SEC
Regulation S-X, Rule 3-05.
(b) Unaudited Schedules of Sales and Cost of Sales for the three
months ended September 30, 1993 and 1992, prepared in
accordance with SEC Regulation S-X, Rule 3-05.
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For Silgan Corporation:
1. (a) Unaudited pro forma balance sheet at September 30, 1993
prepared in accordance with SEC Regulation S-X, Article 11.
(b) Unaudited pro forma statements of operations for the nine
months ended September 30, 1993 and the year ended December
31, 1992 prepared in accordance with SEC Regulation S-X,
Article 11.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
SILGAN CORPORATION
Date: March 7, 1994 /s/Harley Rankin, Jr.
Harley Rankin, Jr.
Executive Vice President,
Chief Financial Officer
and Treasurer
(Principal Financial Officer)
Date: March 7, 1994 /s/Harold J. Rodriguez, Jr.
Harold J. Rodriguez, Jr.
Controller
(Chief Accounting Officer)
2
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REPORT OF INDEPENDENT AUDITORS
Board of Directors
Del Monte Corporation
We have audited the accompanying Statement of Assets, Liabilities and Net
Assets of the Del Monte Corporation Can Manufacturing Operations (an
operation of Del Monte Corporation) as Constituted for Sale to Silgan
Containers Corporation, as of June 30, 1993, and the Schedule of Sales and
Cost of Sales for the year then ended. This financial statement and
schedule are the responsibility of Del Monte Corporation's management. Our
responsibility is to express an opinion on these financial statements based
on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the Statement of Assets,
Liabilities and Net Assets and the Schedule of Sales and Cost of Sales are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statement and schedule. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the presentation of the overall financial statement and
schedule. We believe that our audit provides a reasonable basis for our
opinion.
The Del Monte Corporation Can Manufacturing Operations is an operation of
Del Monte Corporation and has no separate legal status or existence.
In our opinion, the Statement of Assets, Liabilities and Net Assets and the
Schedule of Sales and Cost of Sales referred to above present fairly, in
all material respects, the financial position of the Del Monte Corporation
Can Manufacturing Operations as Constituted for Sale to Silgan Containers
Corporation at June 30, 1993 and the sales and cost of sales for the year
then ended in conformity with generally accepted accounting principles.
Ernst & Young
San Francisco, California
December 17, 1993
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DEL MONTE CORPORATION CAN MANUFACTURING OPERATIONS
AS CONSTITUTED FOR SALE TO SILGAN CONTAINERS CORPORATION
STATEMENT OF ASSETS, LIABILITIES AND NET ASSETS
JUNE 30, 1993
(Dollars in Thousands)
ASSETS
Current assets:
Cash $ 2
Inventories 30,407
Prepaid expenses 6
Total current assets 30,415
Property, plant and equipment, net 36,880
TOTAL ASSETS $67,295
LIABILITIES AND NET ASSETS
Current liabilities:
Trade accounts payable $ 969
Accrued expenses 1,159
Total current liabilities 2,128
Net assets 65,167
TOTAL LIABILITIES AND NET ASSETS $67,295
See Notes to Financial Statement and Schedule
4
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DEL MONTE CORPORATION CAN MANUFACTURING OPERATIONS
AS CONSTITUTED FOR SALE TO SILGAN CONTAINERS CORPORATION
SCHEDULE OF SALES AND COST OF SALES
YEAR ENDED JUNE 30, 1993
(Dollars in Thousands)
Sales (at manufactured cost - Note B) $197,054
Cost of sales $197,054
See Notes to Financial Statement and Schedule
5
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DEL MONTE CORPORATION CAN MANUFACTURING OPERATIONS
AS CONSTITUTED FOR SALE TO SILGAN CONTAINERS CORPORATION
NOTES TO FINANCIAL STATEMENT AND SCHEDULE
JUNE 30, 1993
(Dollars in Thousands)
NOTE A - BASIS OF PRESENTATION
The financial statement and schedule of Del Monte Corporation Can
Manufacturing Operations as Constituted for Sale to Silgan Containers
Corporation have been prepared in accordance with U.S. generally accepted
accounting principles. The financial statement includes the assets to be
purchased and certain related liabilities which are to be assumed of DMC's
can manufacturing operations ("Can Man") pursuant to the Purchase Agreement
(the "Agreement") dated September 3, 1993, as amended by the Amendment to
the Purchase Agreement dated December 10, 1993, between Del Monte
Corporation ("DMC") and Silgan Containers Corporation ("Silgan"). Can Man,
comprising DMC's metal food and beverage container manufacturing
operations, has no separate legal status or existence.
Substantially all of the metal containers produced by Can Man are used by
DMC in its canning business. DMC has accounted for Can Man as a cost
center. Due to DMC's highly-integrated operations, interest, general and
administrative costs, including income taxes, have never been allocated to
Can Man and no allocation of these costs has been made in the financial
statement or schedule. As a cost center, the transfer of metal containers
to DMC canneries has not resulted in the exchange of cash, and as a result,
no statement of cash flows is presented.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Inventories: Inventories are stated at the lower of cost or market
utilizing the last-in, first-out (LIFO) method. For purposes of the
purchase price determination, inventories will be valued utilizing the LIFO
method, however there will be no adjustments for a LIFO reserve.
Property, Plant and Equipment: Property, plant and equipment is stated at
cost. Significant expenditures that increase useful lives are capitalized.
Maintenance and repair costs are expensed as incurred.
Depreciation is calculated by the straight-line method over the estimated
useful lives of the respective assets. The principal estimated useful
lives are: land improvements - 10 to 30 years; buildings and leasehold
improvements - 4 to 25 years; machinery and equipment - 3 to 15 years.
6
<PAGE>
DEL MONTE CORPORATION CAN MANUFACTURING OPERATIONS
AS CONSTITUTED FOR SALE TO SILGAN CONTAINERS CORPORATION
NOTES TO FINANCIAL STATEMENT AND SCHEDULE (Continued)
JUNE 30, 1993
(Dollars in Thousands)
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Sales: Due to DMC's highly-integrated operations, no intercompany sale is
recorded when metal containers manufactured by Can Man are transferred into
the canning process. Since virtually all of DMC's metal containers have
been supplied from its can manufacturing facilities, and since sales of
unpacked metal containers to third parties have been minimal, DMC cannot
reasonably estimate an arms-length market price for Can Man's metal
containers. Therefore, sales in the Schedule of Sales and Cost of Sales
are presented on the basis of cost and may not be indicative of market
price.
Cost of sales: Cost of sales represents fully absorbed manufacturing costs
directly related to the manufacturing of metal containers.
Interest and other general and administrative expenses: DMC does not
allocate corporate interest or general and administrative expenses to its
facilities. Accordingly, no such expenses are reflected in the Schedule of
Sales and Cost of Sales.
NOTE C - INVENTORIES
Tinplate $ 4,023
Work in process 10,421
Purchased ends 3,255
Tin ends 10,980
Aluminum plate 324
Aluminum cups and tops 1,150
Materials and supplies 800
Reserve for obsolete inventory (236)
LIFO reserve (310)
Total Inventory $30,407
7
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DEL MONTE CORPORATION CAN MANUFACTURING OPERATIONS
AS CONSTITUTED FOR SALE TO SILGAN CONTAINERS CORPORATION
NOTES TO FINANCIAL STATEMENT AND SCHEDULE (Continued)
JUNE 30, 1993
(Dollars in Thousands)
NOTE D - PROPERTY, PLANT AND EQUIPMENT
Accumulated Net Book
Cost Depreciation Value
Land and land improvements $ 1,042 $ (110) $ 932
Buildings and leasehold
improvements 6,839 (903) 5,936
Machinery and equipment 41,269 (11,708) 29,561
Construction in process 451 -- 451
$49,601 $(12,721) $36,880
Depreciation expense included in cost of sales for the year ended June 30,
1993 was $3,970.
NOTE E - COMMITMENTS
DMC leases certain equipment in connection with its can manufacturing
operations. At June 30, 1993, the aggregate minimum rental payments
required under operating leases which are to be assumed by Silgan that have
initial or remaining terms in excess of one year are as follows:
1994 $ 107
1995 106
1996 73
1997 20
1998 5
Thereafter --
$ 311
Rent expense included in cost of sales for the year ended June 30, 1993 was
$942.
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DEL MONTE CORPORATION CAN MANUFACTURING OPERATIONS
AS CONSTITUTED FOR SALE TO SILGAN CONTAINERS CORPORATION
STATEMENT OF ASSETS, LIABILITIES AND NET ASSETS
SEPTEMBER 30, 1993
(Dollars in Thousands)
(Unaudited)
ASSETS
Current assets:
Cash $ 3
Inventories 25,177
Prepaid expenses 159
Total current assets 25,339
Property, plant and equipment, net 36,511
TOTAL ASSETS $61,850
LIABILITIES AND NET ASSETS
Current liabilities:
Trade accounts payable $ 1,891
Accrued expenses 1,478
Total current liabilities 3,369
Net assets 58,481
TOTAL LIABILITIES AND NET ASSETS $61,850
See Notes to Financial Statement and Schedule
9
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DEL MONTE CORPORATION CAN MANUFACTURING OPERATIONS
AS CONSTITUTED FOR SALE TO SILGAN CONTAINERS CORPORATION
SCHEDULE OF SALES AND COST OF SALES
(Dollars in Thousands)
(Unaudited)
Three Months Ended
September 30,
1993 1992
Sales (at manufactured cost - Note B) $56,433 $59,929
Cost of sales $56,433 $59,929
See Notes to Financial Statement and Schedule
10
<PAGE>
DEL MONTE CORPORATION CAN MANUFACTURING OPERATIONS
AS CONSTITUTED FOR SALE TO SILGAN CONTAINERS CORPORATION
NOTES TO FINANCIAL STATEMENT AND SCHEDULE
SEPTEMBER 30, 1993
(Dollars in Thousands)
NOTE A - BASIS OF PRESENTATION
The financial statement and schedule of Del Monte Corporation Can
Manufacturing Operations as Constituted for Sale to Silgan Containers
Corporation at September 30, 1993 and for the three-month periods ended
September 30, 1993 and 1992 are unaudited, but have been prepared in
accordance with U.S. generally accepted accounting principles. The
financial statement includes the assets to be purchased and certain related
liabilities which are to be assumed of DMC's can manufacturing operations
("Can Man") pursuant to the Purchase Agreement (the "Agreement") dated
September 3, 1993, as amended by the Amendment to the Purchase Agreement
dated December 10, 1993, between Del Monte Corporation ("DMC") and Silgan
Containers Corporation ("Silgan"). Can Man, comprising DMC's metal food
and beverage container manufacturing operations, has no separate legal
status or existence.
Substantially all of the metal containers produced by Can Man are used by
DMC in its canning business. DMC has accounted for Can Man as a cost
center. Due to DMC's highly-integrated operations, interest, general and
administrative costs, including income taxes, have never been allocated to
Can Man and no allocation of these costs has been made in the financial
statement or schedule. As a cost center, the transfer of metal containers
to DMC canneries has not resulted in the exchange of cash, and as a result,
no statement of cash flows is presented.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Inventories: Inventories are stated at the lower of cost or market
utilizing the last-in, first-out (LIFO) method. For purposes of the
purchase price determination, inventories will be valued utilizing the LIFO
method, however there will be no adjustments for a LIFO reserve.
Property, Plant and Equipment: Property, plant and equipment is stated at
cost. Significant expenditures that increase useful lives are capitalized.
Maintenance and repair costs are expensed as incurred.
Depreciation is calculated by the straight-line method over the estimated
useful lives of the respective assets. The principal estimated useful
lives are: land improvements - 10 to 30 years; buildings and leasehold
improvements - 4 to 25 years; machinery and equipment - 3 to 15 years.
11
<PAGE>
DEL MONTE CORPORATION CAN MANUFACTURING OPERATIONS
AS CONSTITUTED FOR SALE TO SILGAN CONTAINERS CORPORATION
NOTES TO FINANCIAL STATEMENT AND SCHEDULE
SEPTEMBER 30, 1993
(Dollars in Thousands)
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Sales: Due to DMC's highly-integrated operations no intercompany sale is
recorded when metal containers manufactured by Can Man are transferred into
the canning process. Since virtually all of DMC's metal containers have
been supplied from its can manufacturing facilities, and since sales of
unpacked metal containers to third parties have been minimal, DMC cannot
reasonably estimate an arms-length market price for Can Man's metal
containers. Therefore, sales in the Schedule of Sales and Cost of Sales
are presented on the basis of cost and may not be indicative of market
price.
Cost of sales: Cost of sales represents fully absorbed manufacturing costs
directly related to the manufacturing of metal containers.
Interest and other general and administrative expenses: DMC does not
allocate corporate interest or general and administrative expenses to its
facilities. Accordingly, no such expenses are reflected in the Schedule of
Sales and Cost of Sales.
NOTE C - INVENTORIES September 30,
1993
Tinplate $ 4,777
Work in process 9,839
Purchased ends 1,822
Tin ends 6,369
Aluminum plate 289
Aluminum cups and tops 1,809
Materials and supplies 822
Reserve for obsolete inventory (236)
LIFO reserve (314)
Total Inventory $25,177
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SILGAN CORPORATION
UNAUDITED PRO FORMA FINANCIAL STATEMENTS AND NARRATIVE DISCLOSURE
(REFLECTING THE ACQUISITION OF THE DEL MONTE CORPORATION
CAN MANUFACTURING OPERATIONS)
UNAUDITED PRO FORMA FINANCIAL STATEMENTS
The pro forma adjustments reflect the acquisition of the Del Monte
Corporation Can Manufacturing Operations ("DM Can") by Silgan Containers
Corporation a wholly owned subsidiary of Silgan Corporation ("Silgan")
which occurred on December 21, 1993. The acquisition will be accounted for
using the purchase method of accounting and the total purchase cost will be
allocated first to the tangible and identifiable intangible assets and
liabilities of DM Can acquired and assumed based upon their respective fair
values as determined from preliminary appraisals and valuations, and the
remainder, if any, will be allocated to the excess of cost over fair value
of assets acquired. The aggregate purchase cost and its preliminary
allocation to the assets and liabilities are as follows:
(Dollars in
thousands)
Preliminary allocation of purchase cost:
Net assets of DM Can at historical
amounts at September 30, 1993 $ 58,481
Current assets not acquired (162)
Other liabilities assumed (16,360)
41,959
Adjustments to historical balance of property,
plant and equipment acquired to reflect
current fair value 27,314
Increase in net working capital during the
period from September 30, 1993 through
December 21, 1993 4,592
$ 73,865
13
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SILGAN CORPORATION
UNAUDITED PRO FORMA FINANCIAL STATEMENTS (Continued)
(REFLECTING THE ACQUISITION OF THE DEL MONTE CORPORATION
CAN MANUFACTURING OPERATIONS)
UNAUDITED PRO FORMA FINANCIAL STATEMENTS (continued)
The pro forma adjustments are based upon available information and upon
certain assumptions that Silgan believes are reasonable. The final
purchase price allocation may differ from that shown above, although it is
not expected that the final allocation of purchase price will differ
materially. The pro forma financial data do not purport to be indicative
of Silgan's financial position or results that would actually have been
obtained had such transactions been completed as of the date or for the
periods presented, or to project Silgan's financial position or results of
operations at any future date or for any future period.
DISCUSSION OF CASH FLOWS
Because substantially all of the metal containers produced by DM Can were
used by Del Monte Corporation ("DMC") in its canning business, DMC
accounted for DM Can as a cost center. As a cost center, the transfer of
metal containers to DMC canneries did not result in the exchange of cash,
and as a result, no statement of cash flows is presented.
For the year ended December 31, 1992 and the nine months ended September
30, 1993 Silgan generated cash from operations of $34.4 million and $0.9
million, respectively. On a pro forma basis after giving effect to the DM
Can acquisition, cash provided from operations would have been
approximately $49 million for the year ended December 31, 1992 and $11
million for the nine months ended September 30, 1993.
Because Silgan sells metal containers used in food processing, its sales
are seasonal. As a result, a significant portion of Silgan's revenues will
be generated during the first nine months of the year. As is common in the
packaging industry, Silgan must build inventory and carry accounts
receivable beyond the end of the season. Due to these seasonal
requirements, Silgan expects to incur short term indebtedness to finance
its working capital requirements, and it is estimated that approximately
$40 million will be drawn from the working capital revolver at its peak in
July 1994.
14
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SILGAN CORPORATION
UNAUDITED PRO FORMA FINANCIAL STATEMENTS (Continued)
(REFLECTING THE ACQUISITION OF THE DEL MONTE CORPORATION
CAN MANUFACTURING OPERATIONS)
DISCUSSION OF CASH FLOWS (continued)
As a result of the seasonal nature of its business, during the three month
periods ended December 31, 1992 and 1993 Silgan generated cash from
operations of approximately $49 million and $46 million, respectively.
In addition to its operating cash needs after giving effect to the DM Can
acquisition, Silgan's cash requirements for 1994 and 1995 are expected to
consist primarily of annual capital expenditures of $27 million to $32
million (approximately $13 million of which is nondiscretionary in each
year) and principal amortization payments of term loans under the Credit
Agreement of $20 million in both 1994 and 1995.
15
<PAGE>
SILGAN CORPORATION
PRO FORMA UNAUDITED CONDENSED BALANCE SHEET
SEPTEMBER 30, 1993
(Dollars in Thousands)
Pro Forma
ASSETS Historical DM Can Adjustments Pro Forma
Current assets:
Cash and cash equivalents $ 360$ 3 $ (3) (a) $ 360
Accounts receivable, net 77,864 77,864
Inventories 88,107 25,177 113,284
Prepaid expenses and
other current assets 3,688 159 (159) (a) 3,688
Total current assets 170,019 25,339 (162) 195,196
Property, plant & equipment, net 233,612 36,511 27,314 (b) 297,437
Other assets 29,843 29,843
$433,474$ 61,850 $ 27,152 $522,476
LIABILITIES AND STOCKHOLDERS
EQUITY
Current liabilities:
Working capital loans $72,850 $ $ $ 72,850
Current portion of term loans 20,899 20,899
Trade accounts payable 31,969 1,891 33,860
Accrued payroll & related costs 19,047 1,478 20,525
Accrued interest payable 5,186 5,186
Accrued expenses & other
current liabilities 11,228 500 (d) 11,728
Total current liabilities 161,179 3,369 500 165,048
Term loans 20,553 69,273 (c) 89,826
Senior secured notes 50,000 50,000
11 3/4% Senior subordinated
notes 135,000 135,000
Deferred income taxes 11,317 11,317
Other long-term liabilities 16,990 15,860 (d) 32,850
Net assets 58,481 (58,481) (e)
Common stockholder's equity:
Additional paid-in capital 51,060 51,060
Retained earnings (deficit) (12,625) (12,625)
Total common stockholder's
equity 38,435 38,435
$433,474 $61,850 $27,152 $522,476
16
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SILGAN CORPORATION
NOTES TO PRO FORMA UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 1993
(a) Elimination of assets not acquired.
(b) Adjustment of property, plant and equipment to estimated fair market
value based upon preliminary appraisals and evaluations.
(c) Borrowings under the Credit Agreement which were used to finance the
acquisition of DM Can and pay fees and expenses related thereto, net
of adjustment for working capital change since September 30, 1993.
(d) Assumed liabilities relating to employee pension benefit plans, post
retirement medical benefit plans, plant consolidation expenditures and
other expenses.
(e) Elimination of net asset balance.
17
<PAGE>
SILGAN CORPORATION
PRO FORMA UNAUDITED CONDENSED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1993
(Dollars in Thousands)
Pro Forma
Historical DM Can Adjustments Pro Forma
Net sales $478,342 $148,138 $ 49 (a) $626,529
1,137 (b)
Cost of goods sold 423,109 148,138 (12,656)(c) 559,728
Gross profit 55,233 $ - 11,568 66,801
Selling, general and
administrative expenses 24,197 1,500 (d) 25,697
Income from operations 31,036 10,068 41,104
Interest expense and other
related financing costs 20,670 3,377 (e) 24,047
Other expense 81 - 81
Income before income taxes 10,285 6,691 16,976
Income tax provision 5,000 2,676 (f) 7,676
Income before cumulative
effect of changes in
accounting principles 5,285 4,015 9,300
Cumulative effect of changes
in accounting principles
(9,125) - (9,125)
Net income (loss) $ (3,840) $ 4,015 $ 175
18
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SILGAN CORPORATION
PRO FORMA UNAUDITED CONDENSED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 1992
(Dollars in Thousands)
Pro Forma
Historical DM Can Adjustments Pro Forma
Net sales $630,039 $188,206 $ 1,334 (a) $819,579
1,516 (b)
Cost of goods sold 554,972 188,206 (16,646)(c) 728,048
Gross profit 75,067 $ - 16,464 91,531
Selling, general and
administrative expenses 32,249 2,000 (d) 34,249
Income from operations 42,818 - 14,464 57,282
Interest expense and other
related financing costs 26,916 4,988 (e) 31,904
Other expense 25 25
Income before income taxes 15,877 9,476 25,353
Income tax provision 2,200 852 (g) 3,052
Income before extraordinary
charges 13,677 8,624 22,301
Extraordinary charges relating to
early extinguishment of debt (9,075) - (9,075)
Net income 4,602 8,624 13,226
Preferred stock dividend
requirements 2,745 - 2,745
Net income applicable
to common stockholder $ 1,857 $ 8,624 $ 10,481
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<PAGE>
SILGAN CORPORATION
NOTES TO PRO FORMA UNAUDITED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1993
AND YEAR ENDED DECEMBER 31, 1992
(a) Historical net sales have been adjusted to reflect the prices set
forth in the supply agreement with DMC as applied against quantities
delivered.
(b) Increased depreciation charge based upon the estimated fair values of
property, plant and equipment and applying Silgan's estimated useful
life of 25 years for buildings and improvements and 3 - 11 years for
machinery and equipment.
(c) Decreased cost of goods sold for the benefits expected from the
integration of DM Can with Silgan's existing can manufacturing
operation.
(d) Increase in administrative support services which will be incurred as
a result of the increased sales volume of DM Can.
(e) Estimated increase in interest expense due to additional bank
borrowings to finance the acquisition of DM Can and its working
capital requirements.
(f) Adjustment for estimated effective income tax rate as calculated in
accordance with SFAS 109 applied to pro forma income before income
taxes.
(g) For pro forma purposes in 1992 there is no federal income tax expense
due to Silgan Holdings' ("Holdings") consolidated net operating loss
position and Silgan's tax allocation agreement with Holdings as
reported under SFAS 96. An adjustment has been made for the estimated
state tax effect attributable to DM Can.
WIN:FORM8DM
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