SILGAN CORP
8-K, 1996-06-03
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                       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): May 31, 1996


                               SILGAN CORPORATION
            ------------------------------------------------------
            (Exact name of registrant as specified in its charter)



     Delaware                     1-11200                        06-1207662
- -------------------     ------------------------------      -------------------
  (State or other          (Commission File Number)            (IRS Employer
  jurisdiction of                                           Identification No.)
  incorporation)





         4 Landmark Square, Stamford, Connecticut                  06901
         ---------------------------------------------------------------
         (Address of principal executive offices)             (Zip Code)



Registrant's telephone number, including area code:  (203) 975-7110



<PAGE>



Item 5:  Other Events.

                  On May 31, 1996,  Silgan  Corporation  ("Silgan") and Silgan's
wholly owned  subsidiaries,  Silgan  Containers  Corporation and Silgan Plastics
Corporation,  entered into an amendment  to their Credit  Agreement  dated as of
August 1, 1995 (as so amended, the "Credit Agreement"), pursuant to which, among
other  things,  certain  lenders  thereunder  have  agreed  to lend to Silgan an
additional $125 million of B term loans under the Credit  Agreement.  The Credit
Agreement  permits Silgan to dividend and/or advance all of the proceeds of such
additional  $125  million of B term loans to Holdings  so long as Holdings  uses
such  funds to  redeem  $125  million  principal  amount of its  13-1/4%  Senior
Discount Debentures due 2002 (the "Holdings Debentures").  Holdings has provided
the trustee under the indenture for the Holdings  Debentures with written notice
of its  election  to  redeem  $125  million  principal  amount  of the  Holdings
Debentures  on July 5, 1996.  Silgan will borrow such  additional  $125  million
principal amount of B term loans under the Credit Agreement immediately prior to
July 5, 1996 and will dividend  and/or advance such funds (along with additional
funds from working capital borrowings under the Credit Agreement) to Holdings to
enable Holdings to fund such redemption of $125 million  principal amount of the
Holdings Debentures along with accrued interest thereon.





                                       -2-

<PAGE>


                                   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 CORPORATION


                                   By:/s/ Harley Rankin, Jr.
                                      -------------------------
                                       Harley Rankin, Jr.
                                       Executive Vice President,
                                       Chief Financial Officer
                                       and Treasurer

Date:  May 31, 1996




                                       -3-

<PAGE>



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