SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 21, 1997
SILGAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-11200 06-1207662
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
4 Landmark Square, Stamford, Connecticut 06901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 975-7110
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Item 5: Other Events.
No later than June 16, 1997, Silgan Holdings Inc. ("Holdings"
and, together with its subsidiaries, the "Company"), the parent company of
Silgan Corporation ("Silgan"), intends to exchange its outstanding 13-1/4%
Exchangeable Preferred Stock Mandatorily Redeemable 2006 (the "Preferred Stock")
for its 13- 1/4% Subordinated Debentures due 2006 (the "Exchange"). The Exchange
will be effected in accordance with the terms and conditions of the Certificate
of Designation pursuant to which the Preferred Stock was issued.
Immediately following the Exchange, in order to simplify the Company's corporate
structure and to reduce administrative costs, Silgan will be merged with and
into Holdings (the "Merger"). As a result of the Merger, Holdings will assume
all liabilities and obligations of Silgan, including all of Silgan's liabilities
and obligations in connection with its outstanding 11-3/4% Senior Subordinated
Notes due 2002 (the "11-3/4% Notes") and under the Company's bank credit
agreement.
The Company is currently planning to refinance the 11-3/4%
Notes and its indebtedness under its bank credit agreement. Any such debt
refinancing will be dependent upon market conditions and will have to be
effected in compliance with the Company's agreements in respect of its
indebtedness currently outstanding. There can be no assurance that the Company
will be able to effect any such debt refinancing.
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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.
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Harley Rankin, Jr.
Executive Vice President,
Chief Financial Officer
and Treasurer
Date: May 21, 1997
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